Page 45 - Stellar IAR2015

TELLUMAT ACQUISITIONOn or about 9 February 2015, Stellar Capital acquired a 30% investment in Tellumat (Pty) Ltd for a total consideration of R100 million, settled by way of the transfer of Stellar Capital’s existing 100% interests in Andrews Kit (Pty) Ltd and Structured Connectivity Solutions (Pty) Ltd respectively. On 30 November 2015, Stellar Capital announced its intention to acquire an additional 63.14% investment in Tellumat for a total purchase consideration of R166.7 million. On 9 February 2016, the Company announced the acquisition of the remaining 6.86% of Tellumat for a total consideration of R12.9 million which will be settled by the issue of 5 631 007 new shares in the Company at R2.30 per share. The acquisitions of the 63.14% and 6.86% stakes are not yet unconditional at the date of this report.CAPITAL RAISEOn 22 October 2015, Stellar Capital announced a R1 billion capital raise by way of a R400 million underwritten Rights O er and a R600 million convertible redeemable preference share issue, which was subsequently approved by shareholders on 19 November 2015. The Company issued 173 913 044 ordinary shares at R2.30 on 30 November 2015 in terms of the Rights O er, however 38 702 737 (R89.0 million) of these shares related to excess applications and underwritten shares were only allotted and paid up on 2 December 2015. The Company issued 600 convertible redeemable preference shares for a total consideration of R600 million on 30 November 2015.GOLIATH GOLD DISPOSALOn 18 November 2015, Stellar Capital disposed of its 21.77% investment in Goliath Gold Ltd for R51.7 million which consideration is receivable on 6 June 2017.INTEREST IN SUBSIDIARIES, ASSOCIATES AND INVESTMENTSParticulars of the principal subsidiaries, associates and investments of the Group are provided in notes 3 and 6 on pages 59 and 69 of the consolidated annual nancial statements.DIRECTOR CHANGES• Mr PJ van Zyl was appointed as the permanent Chief Executive O cer of Stellar Capital with e ect from 1 February 2015.• On 5 October 2015, Mr CE Pettit, previously an independent non-executive director of the Company, replaced Mr Van Zyl asChief Executive O cer. Mr Van Zyl remains on the board as a non-executive director.• Mr CB de Villiers was appointed a Chief Financial O cer with e ect from 1 February 2015.• Mr CJ Roodt was appointed as an independent non-executive director with e ect from 5 October 2015. He replacedMs CH Wiese, who subsequently acts as an alternate director for Ms CC Wiese.COMPANY SECRETARYWith e ect from 11 May 2015, The Secretarial Company (Pty) Ltd, represented by Ms Caroline du Preez was appointed as Company Secretary. She replaced Mr Warwick van Breda, who represented Lavender Sky Investments 40 (Pty) Ltd.DIRECTORS’ EMOLUMENTSThe emoluments of executive and non-executive directors are determined by the Group’s Remuneration Committee. Further information related to the emoluments of directors is provided in note 27 of the consolidated annual nancial statements.AUDITORSThe directors recommend that Grant Thornton Cape Inc., represented by Mr Imtiaaz Hashim as Designated Auditor, continue in o ce in accordance with the Companies Act. The Audit Committee is satis ed with the independence of the auditors of the Group.SHARE CAPITALThe authorised and issued share capital of the Company as at 30 November 2015 is set out in note 13 of the consolidated annual nancial statements. As at 30 November 2015, there were 925 456 305 issued ordinary shares and 2 074 543 695 unissued ordinary shares. The Company issued 600 convertible redeemable preference shares at 30 November 2015. No shares were issued subsequent to year-end, however 38 702 737 ordinary shares were allotted on 2 December 2015 in terms of the Rights O er as detailed above.STELLAR CAPITAL PARTNERS | 41