Page 49 - Stellar IAR2015

Major ShareholdersNumber of preference shares% of total preference sharesRand Merchant Bank25141.83%Thunder Capital (Pty) Ltd10016.67%Cream Magenta 140 (Pty) Ltd9415.67%Metcap 14 (Pty) Ltd9415.67%DIVIDENDNo dividend has been declared for the year under review (2014:nil).SPECIAL RESOLUTIONSThe following special resolutions were passed by the Company during the year under review:• Disposal in terms of s112 and 115(2)(b) of the Companies Act;• Issue of more than 30% of the issued share capital of the Company in terms of s41(3) of the Companies Act;• Name change of the Company in terms of s16 of the Companies Act and s11.36 of the JSE Listings Requirements;• Provision of nancial assistance in terms of s45(3)(a)(ii) of the Companies Act;• Provision of nancial assistance in terms of s44(3)(a)(ii) of the Companies Act;• Increase of authorised share capital in terms of s65(9) of the Companies Act;• Creation and issue of preference shares in terms of s65(9) of the Companies Act;• Amendment of the Company Memorandum of Incorporation in terms of s65(9) of the Companies Act; and• Issue of preference shares to related parties in terms of s41(1)(a), (b) and (c) of the Companies Act.TRADING STATEMENT RELEVANT MEASUREThe directors con rm the adoption of NAVPS as the relevant measure for the purposes of trading statements.COROPORATE GOVERNANCEThe directors subscribe to the values of corporate governance as embodied in the King Report on Corporate Governance in South Africa .EVENTS AFTER THE REPORTING DATEOn 1 and 2 December 2015, the Company received R89 million and on 2 December allotted a further 38 702 737 ordinary shares in respect of the Rights O er.On 21 January 2016, Stellar Capital announced the further acquisition of 12.18% of Cadiz (held via Bidco) for R35.2 million, which acquisition became unconditional on 27 January 2016.On 9 February 2016, the Company announced the acquisition of a further 6.86% of Tellumat (Pty) Ltd for a total consideration of R12.9 million, such that following the transaction, Tellumat (Pty) Ltd will be a wholly-owned subsidiary of Stellar CapitalThe directors are not aware of any other events after the reporting date which have a material impact on nancial statements as presented.GOING CONCERN STATEMENTTo the best of its knowledge and belief, based on the above and after making enquiries, the board of directors con rm that it has every reason to believe that the Company and the Group have adequate resources in place to continue in operational existence for the foreseeable future. For this reason, the board adopted the going concern basis in preparing the consolidated annual nancial statements.STELLAR CAPITAL PARTNERS | 45