provisional condensed financial...

PROVISIONAL CONDENSED FINANCIAL RESULTS

FOR THE YEAR ENDED 30 NOVEMBER 2016

S T E L L A R C A P I TA L PA R T N E R S L I M I T E D Incorporated in the Republic of South Africa

(Registration number 1998/015580/06) | Share code: SCP | ISIN: ZAE000198586

201601 2016STELLAR CAPITAL PARTNERS

INTRODUCTION

Stellar Capital Partners Ltd (“Stellar Capital”, the “Company” or the “Group”) presents its results for the year ended

30 November 2016.

HIGHLIGHTS: YEAR ENDED 30 NOVEMBER 2016

• Net asset value per share of R1.66 (2016 H1: R1.57, 2015: R2.03)

• TransactiontoacquireasignificantminorityinterestinPrescientHoldings(Pty)Ltdagreedandinprocessofimplementation

• Increase in investment in Torre Industries Ltd to 55.38%

• Acquisition of 100% of Amalgamated Electronic Corporation Ltd

• Continued to streamline and improve the remaining portfolio via the successful disposal of Goliath Gold Mining Limited

and the acquisition of the minority interests in Tellumat (Pty) Ltd and Cadiz Holdings (Pty) Ltd amongst other initiatives

COMMENTARY

During the year under review, Stellar Capital’s exposure to the South African industrial sector resulted in a mark-to-market

unrealised fair value loss of R390 million in relation to the Torre Industries Ltd (“Torre”) investment, which materially

contributed to the Group’s recorded net loss after taxation of R309.5 million. Despite this material and unexpected setback,

a number of investments showed measurable positive progress during the reporting period, while new corporate initiatives

haveaddedsignificantqualityandlongtermgrowthpotentialtotheportfolio.

INVESTMENT MANAGEMENT

At the reporting date, the acquisition of a strategic interest in Prescient Holdings (Pty) Ltd (“Prescient”) had not yet been

completed.

CadizHoldings (Pty)Ltd (“Cadiz”)has shownstablisation in themanagement teamandsignificantly improved investment

performance since the appointment of CEO Shawn Stockigt. Costs continue to be reduced to a more sustainable level and

StellarCapitalisalsoinvestigatingfurthermeasurestoincreasethecapitalefficiencyofthebusiness,

SPECIALTY FINANCE

The operational and balance sheet restructuring in Praxis Financial Services (Pty) Ltd (“Praxis”) during the year, as well as

significant IT platform enhancements,which are ongoing, have translated into improved tradingmetrics and year-to-date

profitabilityforthe9monthsended30November2016.

Integrated Equipment Rentals (Pty) Ltd (“IE Rentals”) continued to grow its rental book to R38.5 million earning an average

yield of 22% per annum.

Stellar Credit (Pty) Ltd (“Stellar Credit”) successfully established a sustainable revenue base as appointed fund manager of

third-party capital invested in Stellar Specialised Lending (Pty) Ltd (“SSL”) and the Inyosi Enterprise Development and Supplier

Development Funds.

The loan portfolio assets held by SSL continued to deliver exceptional returns during the year under review. Stellar Capital’s

investment in this loan portfolio, in the amount of R457.8 million at the reporting date, delivered cash interest and earnings

distributions of R80.2 million over the course of the year.

I N T R O D U C T I O N

02 2016STELLAR CAPITAL PARTNERS

INDUSTRIALS

On 23 June Stellar Capital launched a mandatory offer to acquire the remaining shares in Torre which it did not already own.

ThisresultedintheshareholdinginTorreincreasingfrom33.86%to55.38%,aswellasasignificantdecreaseintheaverage

cost price of this investment. As a consequence of the disposal of Torre’s remaining 55% shareholding in Kanu Equipment

Ltd during the last quarter of 2016, which comprises the majority of Torre’s non-South African operations, a strategic review

on the future of Torre is being undertaken. The results of this review are anticipated to be announced along with Torre’s

interim results on or about 28 February 2017.

The acquisition of a 100% interest in Amalgamated Electronic Corporation Ltd (“Amecor”) during October 2016 was a notable

highlight of the year under review. Normalised EBITDA for the 6 months ended 30 September 2016 of R25.5 million exceeded

budget by 19% and was 29% ahead of the prior comparative period. The business is well positioned to continue to grow its

earnings at these rates for the foreseeable future.

Tellumat’s group profits from operations before depreciation and amortisation weakened from R34.9 million in 2015 to

R17.1million in 2016 as strongprofit contribution from theAir TrafficManagement divisionwasmore than offset bypoor

trading performance in the Integrated Solutions division, which saw large customer spending curtailed, and Grand Tellumat

Manufacturing,whichwassignificantlynegativelyimpactedbythemanufacturingportionofGovernment’sdigitalmigration

rollout being put on hold. The Defence division also experienced project execution delays.

OUTLOOK

AlthoughbothTorreandTellumathavehaddifficultyears, theoutlook forbothbusinesses is improving.Amecor isahigh

quality asset with excellent prospects. The completion of the strategic investment in Prescient (which was not yet unconditional

atthereportingdate)aswellasthepositivetradingperformancesacrossthespecialtyfinanceportfolioduringtheyearunder

review,arekeydevelopmentsastheboard increasinglyseekstofocustheStellarCapitalportfolioonthefinancialservices

sector.

I N T R O D U C T I O N ( C O N T I N U E D )

2016O3STELLAR CAPITAL PARTNERS

S U M - O F -T H E - PA R T S VA L U AT I O N A S AT 3 0 N O V E M B E R 2 0 1 6

Audited as at Unaudited as at Audited as at

30 November % of 31 May % of 30 November % of

R’000 2016 portfolio 2016 portfolio 2015 portfolio

Financial Services

Cadiz Holdings (Pty) Ltd 89 362 4% 240 643 12% 134 390 6%

Praxis Financial Services (Pty) Ltd1 139 621 6% 133 997 7% 40 000 2%

Integrated Equipment Rentals (Pty) Ltd1 51 384 2% 37 272 2% 23 417 1%

Stellar Credit (Pty) Ltd 7 934 0% 2 500 0% - 0%

Industrials

Torre Industries Ltd 709 478 30% 493 879 25% 900 833 36%

Amalgamated Electronic Corporation Ltd 359 708 16% - 0% - 0%

Tellumat (Pty) Ltd2 239 182 10% 260 643 13% 100 119 4%

Corporate Assets

Cash and cash equivalents 382 854 16% 305 494 15% 797 760 32%

Loan portfolio3 302 119 13% 486 077 24% 73 602 3%

Venture capital portfolio4 30 299 1% - - 0%

Financial assets 25 046 1% 31 500 2% 370 525 15%

Other assets 13 107 1% 11 770 0% 32 631 1%

Total assets 2 350 094 2 003 775 2 473 277

Preference share liability (565 652) (554 559) (548 478)

Trade and other payables (15 829) (6 315) (42 778)

Sum-of-the-parts value 1 768 613 1 442 901 1 882 021

Net shares in issue (‘000) 1 068 017 920 627 925 456

Sum-of-the-parts value per share (Rand) 1.66 1.57 2.03

Sum-of-the-parts value per share post

preference share conversion (Rand)5 1.82 1.76 2.13

Notes

1. The value comprises the sum of the fair value of the equity and the face value of the loans from Stellar Specialised Lending

(Pty) Ltd to these portfolio companies

2. The value comprises the sum of the fair value of the investments in Tellumat (Pty) Ltd and Masimong Technologies

(Pty) Ltd

3. The loan portfolio as at 30 November 2016 is held via an equity investment in Stellar Specialised Lending (Pty) Ltd and the

sum-of-the-partsvaluereflectstheinvestment’snetassetvalueexcludingtheloansowingtoitbyPraxisFinancialServices

(Pty) Ltd and Integrated Equipment Rentals (Pty) Ltd

4. Held in Stellar International Ltd

5. The conversion assumes an issuance of a maximum 215.8 million ordinary shares at R2.78 per share in settlement of

convertible preference share funding


Audited as at Audited as at

R’000 Notes 30 November 2016 30 November 2015

ASSETS

Non-current assets 1 954 277 1 278 806

Listed investments at fair value 6 709 478 914 859

Unlisted investments at fair value 6 1 219 609 234 509

Loan investments 7 - 56 631

Loans to portfolio companies 8 - 18 978

Otherfinancialassets 9 23864 46803

Property, plant and equipment 1 108 -

Deferred taxation 218 7 026

Current assets 395 817 1 194 471

Loan investments 7 - 16 971

Loans to portfolio companies 8 4 622 55 995

Otherfinancialassets 9 1182 323722

Trade and other receivables 7 159 23

Cash and cash equivalents 382 854 797 760

TOTAL ASSETS 2 350 094 2 473 277

EQUITY AND LIABILITIES

Equity 1 768 613 1 882 021

Equity attributable to owners of the parent 10 1 768 613 1 882 021

LIABILITIES

Non-current liabilities 506 465 497 660

Preference share liability 506 465 497 660

Current liabilities 75 016 93 596

Preference share liability 59 187 50 818

Current tax payable 900 204

Trade and other payables 14 929 42 574

TOTAL EQUITY AND LIABILITIES 2 350 094 2 473 277

C O N D E N S E D C O N S O L I D AT E D S TAT E M E N T O F F I N A N C I A L P O S I T I O N

A S AT 3 0 N O V E M B E R 2 0 1 6


C O N D E N S E D C O N S O L I D AT E D S TAT E M E N T O F C O M P R E H E N S I V E I N C O M EF O R T H E Y E A R E N D E D 3 0 N O V E M B E R 2 0 1 6

Audited year ended Audited year ended

R’000 Notes 30 November 2016 30 November 2015

Continuing operations

Fair value adjustments 11 (748 503) (21 334)

Realised and unrealised fair value gains and losses (311 542) (21,334)

Fair value losses resulting from capital distributions by portfolio companies (436 961) -

Dividend revenue 12 480 025 9

Capital distributions declared by portfolio companies 436 961 -

Earnings distributions declared by portfolio companies 43 002 9

Other dividends received 62 -

Interest revenue 13 98 188 24 308

Impairment of loan to portfolio company 8 (2 289) -

Gross (loss) / income from investments (172 579) 2 983

Other income 8 870 7 356

Finance costs 14 (71 543) (202)

Net (loss) / income before operating expenses (235 252) 10,137

Management fee (11 129) (8 292)

Impairment - (1 173)

Loss on disposal of Consolidated Subsidiaries - (13 935)

Operating expenses (15 837) (11 296)

Transaction costs (21 306) (4 887)

Loss before taxation (283 524) (29 446)

Taxation (25 990) 1,505

Loss from continuing operations (309 514) (27 941)

Discontinued operations - -

Net loss from discontinued operations - (8 747)

Loss for the period (309 514) (36 688)

Loss for the period attributable to:

Equity owners of the parent (309 514) (36 688)

Non-controlling interests - -

Loss from continuing operations attributable to:

Equity owners of the parent (309 514) (27 941)


Loss from discontinued operations attributable to:

Equity owners of the parent - (8 747)


Weighted number of shares in issue 942 745 298 534

Loss per share (cents) (32.83) (12.29)

From continuing operations (32.83) (9.36)

From discontinued operations - (2.93)

Headline loss per share for the year (cents) (32.83) (5.97)

From continuing operations (32.83) (4.69)

From discontinued operations - (1.28)

The issue of 600 convertible redeemable preference shares has not been treated as dilutive in calculating diluted earnings

and headline earnings per share as the conversion thereof will result in a decrease in loss per share from continuing operations

(i.e. the conversion is anti-dilutive).


R E C O N C I L I AT I O N B E T W E E N L O S S A N D H E A D L I N E L O S S AT T R I B U TA B L E T O E Q U I T Y O W N E R S O F T H E PA R E N T


R’000 30 November 2016 30 November 2015

Continuing operations

Basic loss attributable to equity owners of the parent (309 514) (27 941)

Loss on disposal of Consolidated Subsidiaries - 13 935

Headline loss attributable to equity owners of the parent (309 514) (14 006)

Discontinued operations

Basic loss attributable to equity owners of the parent - (8 747)

Loss on disposal of Consolidated Subsidiaries - 4 847

Loss on disposal of property, plant and equipment - 78

Headline loss attributable to equity owners of the parent - (3 822)


C O N D E N S E D C O N S O L I D AT E D S TAT E M E N T O F C H A N G E S I N E Q U I T Y F O R T H E Y E A R E N D E D 3 0 N O V E M B E R 2 0 1 6



Balance at the beginning of the year 1 882 021 179 108

Loss for the year (309 514) (36 688)

Issue of shares 198 485 1 734 313

Capitalisation of share issue costs (223) (20 641)

Acquisition of treasury shares (20 566) -

Disposal of treasury shares 18 410 1 114

Disposal of Consolidated Subsidiary - 24 815

Balance at the end of the year 1 768 613 1 882 021

STELLAR CAPITAL PARTNERS 2016O8

C O N D E N S E D C O N S O L I D AT E D S TAT E M E N T O F C A S H F L O W S F O R T H E Y E A R E N D E D 3 0 N O V E M B E R 2 0 1 6



Operating activities

Cash generated from operations and capital distributions received as dividends 239 010 23 874

Interest revenue 98 188 24 308

Finance costs - (202)

Tax paid (18 486) (2 522)

Cash generated from operating activities 318 712 45 458

Investing activities

Acquisitions of investments (745 960) (179 250)

Proceeds from disposals of investments 180 353 211 275

Acquisitions of loan investments - (51 371)

Loans advanced to portfolio companies (546 376) (76 045)

Loans repaid by portfolio companies 40 907 1 072

Acquisitionsofotherfinancialassets (53445) (234724)

Disposals/repaymentsofotherfinancialassets 378317 50100

Purchase of property, plant and equipment (1 254) -

NetcashflowondisposalofConsolidatedSubsidiaries - (211)

Cash utilised in investing activities (747 458) (279 154)

Financing activities

Net proceeds from ordinary share issue 88 775 446 486

Net proceeds from preference share issue - 580 522

(Purchase) / disposal of treasury shares (20 566) 1 114

Preferencesharefinancecostspaid (54369) -

Cash generated from financing activities 13 840 1 028 122

Net (decrease) / increase in cash and cash equivalents (414 906) 794 426

Cash and cash equivalents at the beginning of the year 797 760 3 334

Total cash and cash equivalents at the end of the year 382 854 797 760


N O T E S T O T H E C O N D E N S E D C O N S O L I D AT E D F I N A N C I A L R E S U LT S

1. REPORTING ENTITY

Stellar Capital is a South African domiciled investment holding company listed on the main board of the Johannesburg Stock

Exchange (“JSE”).

Afterbeingconvertedintoan investmentholdingcompanyinthe2015financialyear,theCompanyappliedthe investment

entity exception as per IFRS 10 Consolidated Financial Statements (“IFRS 10”). The Company therefore does not consolidate

its subsidiaries, except where a subsidiary, which is not itself an investment entity, mainly provides services that relate to the

Company’s investment activities.

TheseresultshavebeenpreparedbyDJHoekCA(SA)underthesupervisionofCBdeVilliersCA(SA),theChiefFinancialOfficer

of Stellar Capital.

2. STATEMENT OF COMPLIANCE

Thecondensedconsolidatedfinancial statementshavebeenprepared inaccordancewith InternationalFinancialReporting

Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) including IAS 34: Interim Financial

Reporting (“IAS 34”) and comply with the SAICA Financial Reporting Guides as issued by the Accounting Practices

Committee, the JSE Listings Requirements and the requirements of the South African Companies Act, No 71 of 2008. The

results include, as a minimum the information required by IAS 34. They do not include all the information required for a

complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and

transactions that are significant to an understanding to the changes in the Group’s financial position and performance.

Shareholders are therefore advised that, in order to obtain a full understanding of the nature of the auditor’s engagement,

theyshouldobtainacopyoftheauditor’sreporttogetherwiththeaccompanyingfinancialinformationfromtheCompany’s

registeredoffice.

3. APPROVAL, STATEMENT OF RESPONSIBILITY AND AUDITOR’S OPINION

ThesecondensedconsolidatedfinancialstatementswereapprovedbytheBoardofDirectorson15February2017andarenot

themselves audited. The directors take full responsibility for the preparation of these results, which have been correctly extract-

edfromtheauditedannualfinancialstatementsoftheGroup.

Theunmodifiedauditopinionoftheauditors,GrantThorntonCapeInc.inrespectoftheconsolidatedfinancialstatementsof

theGroupfortheyearended30November2016isavailableforinspectionattheofficesoftheCompanyatThirdFloor,The

Terraces, 25 Protea Road, Claremont, Cape Town.

4. ACCOUNTING POLICIES

The accounting policies are consistent with those applied in the previous year.

Allsubsidiariesclassifiedasportfolioinvestmentsareaccountedforatfairvaluethroughprofitorloss(“FVTPL”)intermsof

IAS39Financial Instruments:RecognitionandMeasurement(“IAS39”)andallassociatesclassifiedasportfolio investments

are accounted for at FVTPL in terms of the exemption from applying the equity method of accounting provided in IAS 28

Investments in Associates and Joint Ventures.

Subsidiaries are entities that the Group controls by being exposed to, or having rights to, variable returns from its involvement

with that entity and, where the Group has the ability to affect those returns through its power over the entity.

20161OSTELLAR CAPITAL PARTNERS

N O T E S T O T H E C O N D E N S E D C O N S O L I D AT E D F I N A N C I A L R E S U LT S( C O N T I N U E D )

The subsidiaries of the Group are entities that:

i. comprise portfolio investments; and

ii. provide investment-related services to third parties and related companies.

Duetotheinvestmententityexception,subsidiariesclassifiedasportfolioinvestmentsarenotconsolidatedandaremeasured

at fair value on the date of acquisition in terms of IAS 39. Changes in fair value subsequent to acquisition, primarily driven by

therevaluationofportfolioinvestments,arerecognisedinprofitandlossintheperiodofchange.Subsidiariesclassifiedas(ii)

are not portfolio investments and continue to be consolidated (“Consolidated Subsidiaries”).

In preparing the annual financial statements,management is required tomake estimates and assumptions that affect the

amountsrepresentedintheannualfinancialstatementsandrelateddisclosures.Useofavailableinformationandtheapplication

of judgement is inherent in the formation of estimates. Actual results in the future could differ from these estimates. In preparing

thecondensedconsolidatedfinancialstatements,thesignificant judgementsmadebymanagementinapplyingtheGroup’s

accountingpoliciesandthesourcesofestimationuncertaintywerethesameasthosethatappliedtotheconsolidatedfinancial

statements as at and for the year ended 30 November 2015.

5. SEGMENT INFORMATION

As the Group has only one business segment which is managed as a single pool of capital irrespective of the sector in which the

Group’s investees trade, segmental reporting is not applicable.

201611STELLAR CAPITAL PARTNERS

6. INVESTMENTS AT FAIR VALUE

ENTITYNATURE OF

OPERATIONSPRINCIPLE PLACE

OF BUSINESS% HELD

2016% HELD

2015

Torre Industries Ltd

Industrial group that distributes and rents capital equipment and supplies aftermarket

parts to the mining, construction, manufacturing and industrial markets

across Africa

South Africa 55% 35%

Mine Restoration Investments Ltd

Processingandscreeningofcoalfines,aSouth African by-product of coal mining -

currently under care and maintenanceSouth Africa 34% 34%

Stellar Specialised Lending (Pty) Ltd

Credit fund specialising in mezzanine financing

South Africa 100% n/a

Amalgamated Electronic Corporation Ltd

Technology solutions and services in security South Africa 100% n/a

Tellumat (Pty) Ltd

Technology solutions and services in manufacturing,airtrafficcontrolsystems,

defence and security and turnkey infrastructure solutions for the telecommunications industry

South Africa 48.9% 30%

Masimong Technologies (Pty) Ltd

AsubsidiaryofadiversifiedBBBEEinvestment holding company and the

BBBEE partner of Stellar Capital relating to Tellumat

South Africa

100% of non-cumulative preference

shares, redeemable at the instance of

Masimong Technologies

(Pty) Ltd

n/a

Cadiz Holdings (Pty) Ltd (held via Friedshelf 1678 Ltd, a 100% subsidiary)

Financial services group specialising in institutional and personal investments

South Africa 100% 46%

Stellar International Ltd

Holding company for international venture capital investments

Mauritius 100% n/a

Stellar Credit (Pty) Ltd

Provision of management services to entities within the Stellar Capital investment portfolio

as well as to third partiesSouth Africa 100% n/a

Integrated Equipment Rentals (Pty) Ltd

Specialised ICT Asset Finance Solutions South Africa 50% 50%

Praxis Financial Services (Pty) Ltd

Providerofshorttermfinancetothepanelbeating industry to address motor body

repairers’ working capital needsSouth Africa 60% 51%

N O T E S T O T H E C O N S O L I D AT E D C O N D E N S E D F I N A N C I A L R E S U LT S( C O N T I N U E D )

201612

R’000 2016 2015

Listed investments at fair value 709 478 914 859

Torre Industries Ltd 709 478 900 833

Mine Restoration Investments Ltd - 14 026

Unlisted investments at fair value 1 219 609 234 509

Stellar Specialised Lending (Pty) Ltd 457 760 -

Amalgamated Electronic Corporation Ltd 359 708 -

Tellumat (Pty) Ltd 124 309 100 119

Masimong Technologies (Pty) Ltd 114 873 -

Cadiz Holdings (Pty) Ltd 89 362 134 390

Stellar International Ltd 30 299 -

Stellar Credit (Pty) Ltd 7 934 -

Praxis Financial Services (Pty) Ltd 29 671 -

Integrated Equipment Rentals (Pty) Ltd 5 693 -

1 929 087 1 149 368




Reconciliation of investments at fair value through profit and loss (“FVTPL”):

Fair value

losses

Proceeds Unrealised resulting

2016 Opening from Realised (losses) / from capital Closing

R’000 balance Acquisitions disposals gains gains distributions balance

Torre Industries Ltd 900 833 198 690 - - (390 045) - 709 478

Mine Restoration Investments Ltd 14 026 - - - (14 026) - -

Stellar Specialised Lending (Pty) Ltd - 689 760 - - - (232 000) 457 760

Amalgamated Electronic Corporation Ltd - 268 636 - - 91 072 - 359 708

Tellumat (Pty) Ltd 100 119 179 668 (180 353) 37 382 (12 507) - 124 309

Masimong Technologies (Pty) Ltd - 180 353 - - (65 480) - 114 873

Cadiz Holdings (Pty) Ltd 134 390 157 433 - - - (202 461) 89 362

Stellar International Ltd - 30 360 - - (61) - 30 299

Stellar Credit (Pty) Ltd - 5 000 - - 5 434 (2 500) 7 934

Praxis Financial Services (Pty) Ltd - - - - 29 671 - 29 671

Integrated Equipment Rentals (Pty) Ltd - - - - 5 693 - 5 693

1 149 368 1 709 900 (180 353) 37 382 (350 249) (436 961) 1 929 087

Fair value

losses

Proceeds Realised Unrealised resulting

2015 Opening from gains / (losses) / from capital Closing

R’000 balance Acquisitions disposals (losses) gains distributions balance

Torre Industries Ltd1 - 913 822 (1 376) 78 (11 691) - 900 833

Mine Restoration Investments Ltd 2 951 25 272 (51) - (14 146) - 14 026

Tellumat (Pty) Ltd2 - 100 119 - - - - 100 119

Cadiz Holdings (Pty) Ltd - 129 353 - - 5 037 - 134 390

Digicore Holdings Ltd - 192 748 (209 848) 17 100 - - -

Goliath Gold Mining Ltd3 316 64 199 (46 803) (17 712) - - -

3 267 1 425 513 (258 078) (534) (20 800) - 1 149 368

1. Prior to the acquisition of 34.62% of Torre Industries Ltd, 290 000 shares were purchased for R1.3 million and later disposed

of for R1.4 million. The total acquisition cost per the 2015 table includes both the R1.3 million purchase and the 34.62%

acquisition for R912.6 million

2. The investment in Tellumat (Pty) Ltd was acquired as settlement of the consideration due in respect of the sale of

Chrystalpine (Pty) Ltd Group (incorporating Andrews Kit (Pty) Ltd) and Structured Connectivity Solutions (Pty) Ltd, which

werepreviouslyclassifiedasaDisposalGroupheldforsale

3. Refer to note 9


TORRE INDUSTRIES LTD

Inthecurrentfinancialyear,the investment inTorrewasincreasedto35.5%on22June2016byacquiring8368102Torre

ordinary shares, which were settled by the transfer of 10 460 127 Stellar Capital ordinary shares (previously held as treasury

shares), representing a swap ratio of 1.25 Stellar Capital shares for every Torre share. The investment in Torre was subsequently

increased to 55.4% on or about 14 October 2016 as a result of a mandatory offer to acquire all issued Torre ordinary shares not

already held by Stellar Capital, on the basis of the same swap ratio, and was settled by way of the issue of 130 934 036 Stellar

Capital shares at R1.33 per share.

The investment has been valued at the closing quoted market price of R2.44 per share on 30 November 2016 (R5.14 per share

on 30 November 2015, which was based on the 30-day VWAP plus a market premium of 16.8%). The total unrealised fair value

loss for the year amounts to R390 million.

Duringthe2015financialyearthefairvalueofTorre,alistedinvestment,wasdeterminedusingobservableandunobservable

inputsandasaresultwasclassifiedasaLevel3fairvaluemeasurement.Thecurrentyearvaluationusestheclosingquoted

market price and it has therefore been transferred to a Level 1 fair value measurement.

During the year under review, Stellar Capital received a scrip distribution of R6.1 million from Torre as well as a cash dividend

of R3.7 million.

MINE RESTORATION INVESTMENTS LTD (“MRI”)

Inthepreviousfinancialyear,theinvestmentinMRIwasacquiredforR28.7millionor10centsperMRIshare.On20July2015,

MRI announced that its operations had been placed under care and maintenance.

Due to the suspension of the MRI share from trading on the Johannesburg Stock Exchange, management does not consider the

quoted market price to be a representation of fair value and has therefore not used the closing quoted market price of 3 cents

per share. Management has estimated a Rnil fair value in respect of the investment due to operations still being under care and

maintenanceasat30November2016inconjunctionwiththepreviouslyanticipatedstrategicstakeinIronMineralBeneficiation

Services (Pty) Ltd not materialising.

The investment in MRI was previously held at 5 cents per share (representing a discount to the closing price of 6 cents per share

on30November2015soastoreflecttheshare’silliquidity),resultinginanunrealisedfairvaluelossofR14million.

STELLAR SPECIALISED LENDING (PTY) LTD

DuringthecurrentfinancialyeartheCompanyadvancedR675.5milliontoSSL(beingcashofR531.1millionandtransfersof

loanswithacarryingvalueofR144.4million),whilststillawholly-ownedsubsidiaryofCadiz,inordertorefinanceaportfolio

of loan receivables. This portfolio included loans owing by IE Rentals and Praxis as well as loan investments participated in

duringthepreviousfinancialyear.InJune2016,adividendinspecieof100%ofthesharecapitalofSSL,withanequityvalue

of R42 million, was declared and paid by Cadiz to Stellar Capital and correspondingly, an equity investment in SSL of the same

amount was recognised by Stellar Capital. In conjunction with this restructure, the remaining loan balance of R647.7 million as

at 30 June 2016 owing by SSL to Stellar Capital was capitalised into an equity contribution by way of an issue of shares by SSL.

SSL is a credit fund and, as such, the investment is valued at the estimated net asset value (“NAV”) of SSL, being primarily

derived from the value of the loan portfolio (after any impairments) less liabilities.

Subsequent to the equity investment being recognised by Stellar Capital, SSL has returned R232 million of capital by way of

dividends, resulting in a corresponding reduction in NAV and therefore the recognition of unrealised fair value losses of the

same amount.

Subsequent to year-end, SSL has returned an additonal R154.7 million of capital by way of dividends.



AMALGAMATED ELECTRONIC CORPORATION LTD

The investment in Amecor was acquired on or about 13 October 2016 and the purchase consideration was settled by way of

the issue of 5 995 526 ordinary shares in the Company at a price of R1.90 per share and a cash payment of R257.2 million,

collectively comprising a total acquisition price of R268.6 million, being R3.80 per Amecor share.

As at 30 November 2016 the fair value of the investment in Amecor has been estimated by management using the sustainable

earnings model. Management considers the EV/EBITDA multiple to be the most appropriate valuation method.

Significant unobservable inputs/assumptions:

• Sustainable EBITDA of R50.6 million

• EV/EBITDA multiple of 7.1 times

The EV/EBITDA multiple represents a discount of 3% to the 3 year trailing peer group average of 7.3 times and a 5% premium

to the spot peer group average of 6.7 times as at 30 November 2016.

The reasonability of the estimated fair value of the investment has been tested by reference to a discounted cash flow model,

using the following inputs/assumptions:

• Weighted average cost of capital of 17.1%

• Terminal growth rate of 2.5%

TELLUMAT (PTY) LTD

During the year under review, the investment in Tellumat was increased from 30% to 100% by way of further cash acquisitions

of R166.7 million and by way of the issue of 5 631 007 new Stellar Capital ordinary shares at an agreed upon price of R2.30 per

share in March 2016.

In October 2016 Stellar Capital disposed of 51.1% of its investment in Tellumat to Masimong Technologies (Pty) Ltd (“Masimong

Technologies”) for R180.3 million on a vendor funded basis in an empowerment transaction. Whilst the transaction price implies

a total equity value of R352.9 million and results in an initial realised gain on disposal of R37.3 million, it is subject to a downward

adjustment in the event that the disposal price exceeds 7 times the normalised EBITDA of Tellumat for the 12-month period

ending 30 June 2017 (“Masimong Transaction Price”).

As at 30 November 2016 the fair value of the investment in Tellumat has been estimated at R124.3 million by management using

the sustainable earnings model, resulting in an unrealised fair value loss of R12.5 million. Management considers the EV/EBITDA

multiple to be the most appropriate valuation method.


• Sustainable EBITDA of R35.2 million

• EV/EBITDA multiple of 6.2 times

The EV/EBITDA multiple represents a discount of 15% to the 3 year trailing peer group average of 7.3 times and an 8% discount

to the spot peer group average of 6.7 times as at 30 November 2016.

Included in the valuation of Tellumat is an estimated R37.6 million excess working capital.

The reasonability of the estimated fair value of the investment in Tellumat and has been tested by reference to a discounted

cash flow model, using the following inputs/assumptions:





MASIMONG TECHNOLOGIES (PTY) LTD (“MASIMONG TECHNOLOGIES”)

As a result of the disposal of 51.1% of Tellumat to Masimong Technologies on a vendor funded bases, Stellar Capital holds 100%

of the preference share capital of Masimong Technologies, which has only 1 000 ordinary shares in issue at a nominal value. In

terms of the Memorandum of Incorporation of Masimong Technologies, the preference shares shall accrue dividends at a rate

of 90% of any dividends received from Tellumat.

AsTellumatistheonlysignificantassetheldbyMasimongTechnologiesasat30November2016,thefairvalueoftheprefer-

ence shareholding in Masimong Technologies has been determined with reference to the estimated fair value of Tellumat, and

has been calculated in accordance with the Masimong Transaction Price.


• Forecast normalised 2017 EBITDA of R32.1 million

• EV/EBITDA multiple of 7 times

The reasonability of the estimated fair value of the investment in Masimong Technologies has been tested by reference to the

discounted cash flow model of Tellumat, using the following inputs/assumptions:



CADIZ HOLDINGS (PTY) LTD

TheinvestmentinCadizisheldviaFriedshelf1678Ltd,a100%heldinvesteesubsidiaryofStellarCapital.Inthecurrentfinancial

year, the investment in Cadiz was increased from 45.99% to 100% for an additional R157.4 million cash, of which R51.1 million was

settled by Cadiz on behalf of Stellar Capital. The amount owing by the Company to Cadiz was settled by way of the declaration

of a dividend by Cadiz.

In addition to the R51.1 million dividend declared, Cadiz also declared dividends in specie of R151.3 million during the current

financialyear.ThesedividendsdeclaredbyCadizinthecurrentfinancialyearweredistributedoutofexcesscapitalandnot

outofprofitsearnedinitsfinancialyearandasaresult,thenetassetvalueoftheCadizGroupwassubstantiallyreduced.A

downwardfairvalueadjustmentofR202.4millionwasthereforerecognisedinordertoreflectthereducedcarryingvalueofthe

investment due to the distribution of cash and assets to Stellar Capital.

As at 30 November 2016 the value of the investment in Cadiz, after all distributions, is supported by the estimated fair value

of the major operating entities, being Cadiz Asset Management (Pty) Ltd, Cadiz Life Ltd, Cadiz Collective Investments (RF)

LtdandSouthEasterFundManagers(Pty)Ltd(the“CAMGroup”).AstheCAMGroupisnotyetinasustainableprofit-making

position, management does not consider a sustainable earnings multiple to be an appropriate valuation method and as such,

has used NAV as the basis for the estimated fair value. The value of the investment represents a discount of 35% to the NAV

oftheCAMGroupofR137.6millionasperthelatestauditedfinancialstatementsofCadizfortheyearended30June2016.


- Discount to NAV of 35%



STELLAR INTERNATIONAL LTD (“STELLAR INTERNATIONAL”)

The functional currency of Stellar International is the US Dollar. Stellar International was incorporated in Mauritius and provided

with a shareholder loan of $2.2 million (converted at spot to R30.3 million) in October 2016, of which $1 million was used to

acquire a 2% stake in LifeQ Global Ltd (“LifeQ”), denominated in US Dollars, and $0.8 million to acquire a 2% stake in Tictrac Ltd

(“Tictrac”), denominated in British Pounds. The balance of cash is to be used for working capital purposes.

As at 30 November 2016 the fair value of the investment in Stellar International has been estimated by management using the

price of recent investment valuation method. Management considers this to be the most appropriate valuation method as both

LifeQandTictracareintheearlystagesofdevelopmentwithnocurrentearnings,nopositivecashflowsnoranyanticipated

short-term earnings. The respective acquisition prices have therefore been converted to Rands using the foreign exchange spot

rates on 30 November 2016, along with the balance of cash, resulting in a small unrealised fair value loss.

STELLAR CREDIT (PTY) LTD

Stellar Credit, the appointed manager of the SSL loan portfolio as well as the Inyosi Enterprise and Supplier Development Funds,

was acquired as a wholly-owned subsidiary in January 2016 for R5 million in a cash acquisition. Shortly thereafter Stellar Credit

declared a cash dividend from excess capital of R2.5 million, resulting in a fair valuation downward adjustment by the same

amount. The acquisition price was determined with reference to the realisable underlying assets (market approach).

As at 30 November 2016 the fair value of the investment in Stellar Credit has been estimated by management using the sus-

tainable earnings model resulting in a R5.4 million unrealised fair value gain. Management considers the P/E multiple to be the

most appropriate valuation method.


• SustainablenetprofitaftertaxofR0.7million

• P/E multiple of 10.6 times

The P/E multiple represents a discount of 8% to the 3 year trailing peer group average of 11.5 times and a discount of 26% to the

spot peer group average of 14.3 times as at 30 November 2016.




• Terminal growth rate of 3%

PRAXIS FINANCIAL SERVICES (PTY) LTD

In October 2016, the shareholding in Praxis was increased from 51% to 60% through a capital restructuring at no additional

consideration.Asat30November2016,StellarCapitalhasbeenthepredominantprovideroffinancetoPraxis,initiallydirectly,

but via SSL from March 2016 (refer to note 8).

As at 30 November 2016 the fair value of the investment in Praxis has been estimated by management using the sustainable

earnings model, resulting in an unrealised fair value gain of R29.6 million. Management considers the P/E multiple to be the most

appropriate valuation method.

Significant inputs/assumptions:

• SustainablenetprofitaftertaxofR4.5million




The P/E multiple represents a discount of 5% to the 3 year trailing peer group average of 11.5 times and a 24% discount to the






The Company has pledged and ceded in secuitatem debiti to SSL the shares held in Praxis as a continuing general covering

collateral security in respect of the amounts owed by Praxis to SSL.

INTEGRATED EQUIPMENT RENTALS (PTY) LTD

StellarCapitalhasbeenthesoleprovideroffinancetoIERentals,initiallydirectly,butviaSSLfromApril2016(refertonote8).

As at 30 November 2016 the fair value of the investment in IE Rentals has been estimated by management using the sustainable

earnings model, resulting in an unrealised fair value gain of R5.6 million. Management considers the P/E multiple to be the most

appropriate valuation method.


• SustainablenetprofitaftertaxofR1million


The P/E multiple represents a discount of 5% to the 3 year trailing peer group average of 11.5 times and a 24% discount to the


The reasonability of the estimated fair value of the investment has been tested by reference to an unlevered discounted cash

flow model, using the following inputs/assumptions:



The nature of debt of IE Rentals is such that drawdowns occur as and when rental equipment is purchased. As such the debt

ismoreakintoworkingcapitalinnatureandthusanunlevereddiscountedcashflowmodelisconsideredtobeappropriate.

The Company has pledged and ceded in secuitatem debiti to SSL the shares held in IE Rentals as a continuing general covering

collateral security in respect of the amounts owed by IE Rentals to SSL.

7. LOAN INVESTMENTS

R’000 2016 2015

Loan Participation 3 - 33 173

Loan Participation 4 - 40 429

- 73 602

Long-term portion of loan portfolio - 56 631

Short-term portion of loan portfolio - 16 971

- 73 602



In the previous year, loan syndication agreements were entered into between Stellar Capital and Afrasia Special Opportunities

Fund (Pty) Ltd (“ASOF”), whereby the Company has participated in loans advanced by ASOF to various private entities

unrelated to the Company. The credit risk of the loan participations was shared by all syndicated parties in accordance with the

proportion of the funding provided by each syndication party. Stellar Capital shared in 19% and 24% of the risks and rewards

of Loan Participations 3 and 4 respectively, in equal measure with other participants. The loans were transferred to SSL during

thecurrentfinancialyear.

8. LOANS TO PORTFOLIO COMPANIES

R’000 2016 2015

Amalgamated Electronic Corporation Ltd 2 003 -


Cadiz Holdings (Pty) Ltd 724 -

Mine Restoration Investments Ltd 895 11 556

Integrated Equipment Rentals (Pty) Ltd - initial facility - 7 372

Integrated Equipment Rentals (Pty) Ltd - drawdown facility - 16 045

Praxis Financial Services (Pty) Ltd - 40 000

4 622 74 973

Long-term portion of loans to portfolio companies - 18 978

Short-term portion of loans to portfolio companies 4 622 55 995

4 622 74 973

Short-term loans have been granted to Amecor, Stellar Credit and Cadiz to fund working capital requirements. Interest is

charged at prime plus 2%. As at 30 November 2016, the carrying values of the loans are considered to approximate fair value

as the interest rate charged is commensurate with the credit risk associated with the loans and is therefore considered to be

market-related. There is no indication of impairment at year-end.

As at 30 November 2016 MRI owes Stellar Capital R3.1 million, of which R2.2 million has been impaired. An agreement was

entered into in December 2016 whereby the loan receivable was sold to a 3rd party for R0.9 million

The loans owing by IE Rentals and Praxis in the previous year were transferred to SSL during the current year. As at

30 November 2016 IE Rentals owes SSL R45.6 million on which interest is payable monthly at a rate of prime plus 11% per annum

(as of 1 April 2016) and Praxis owes SSL R81.9 million on which interest is payable monthly at a rate of prime plus 8% per annum

and R28 million on which interest is payable monthly at a rate of prime plus 1% per annum (the latter balance representing the

refinancedportionoftheinitialloan).


20162OSTELLAR CAPITAL PARTNERS

9. OTHER FINANCIAL ASSETS

R’000 2016 2015

Cadiz Asset Management (Pty) Ltd Retention Funds 2 632 -

Cadiz Asset Management (Pty) Ltd Fixed Income Annuities 1 449 -

Cadiz South Easter Fixed Interest IDS QI Hedge Fund 20 965 -

Deposit - 200 000

Rights Offer receivable - 88 998

Goliath Gold Mining Ltd deferred proceeds - 46 803

Lavender Sky Investments 40 (Pty) Ltd - 34 724

Sizwe Africa IT Group (Pty) Ltd - 1 867

Impairment of Sizwe Africa IT Group (Pty) Ltd - (1 867)

25 046 370 525

Long-termportionofotherfinancialassets 23864 46803

Short-termportionofotherfinancialassets 1182 323722

25 046 370 525

Cadiz Asset Management (Pty) Ltd Retention Funds

TheseinvestmentswerereceivedasadividendinspeciefromCadizinJune2016andareclassifiedasheldatfairvaluethrough

profitorlossastheyhavebeendesignatedassuchbymanagement.TheinvestmentsarecategorisedasLevel2inthefairvalue

hierarchy in accordance with IFRS 13.

Cadiz Asset Management (Pty) Ltd Fixed Income Annuities

These investments were received as a dividend in specie from Cadiz in June 2016 and are held at amortised cost.

Cadiz South Easter Fixed Interest IDS QI Hedge Fund

Theinvestmentisheldatfairvaluethroughprofitorlossasithasbeendesignatedassuchbymanagement.Theinvestmentis

categorised as Level 2 in the fair value hierarchy in accordance with IFRS 13.

Deposit

The refundable deposits on the acquisitions of Cadiz and Tellumatwere received in full during the current financial year.

Rights Offer receivable

TheoutstandingproceedsontheRightsOfferwerereceivedinfullduringthecurrentfinancialyear.

Goliath Gold Mining Ltd deferred proceeds

Inthepreviousfinancialyear, the investment inGoliathGoldLtdwasdisposedofandtheCompanyelectedtoreceivethe

deferred proceeds of R51.7 million (R1.60 per Goliath Gold share), resulting in the derecognition of the investment and the

recognitionofareceivableinotherfinancialassets.DuringthecurrentfinancialyeartheCompanyenteredintoanagreement

to receive an early settlement of the proceeds of R48.5 million, of which R1.4 million was recognised as interest earned on the

unwinding of the receivable, resulting in a fair value gain of R0.3 million upon disposal.



Lavender Sky Investments 40 (Pty) Ltd

The loan to Lavender Sky Investments (Pty) Ltd was repaid in full in January 2016. The loan accrued interest at the prime rate

and was secured by a pledge of ordinary shares in Friedshelf 1678 Ltd, which approximated the full value of the loan.

Sizwe Africa IT Group (Pty) Ltd

This related to expenses settled on behalf of Sizwe Africa IT Group (Pty) Ltd. The loan bore no interest, was fully impaired in the

previousfinancialyearandwaswrittenoffinthecurrentfinancialyear.

10. SHARE CAPITAL

In thepreviousfinancialyear, theauthorisedordinarysharecapitalof theCompanywas increasedfrom200000ordinary

shares of no par value to 2 000 000 000 authorised ordinary shares of no par value.

NUMBER OF ORDINARY

SHARES ISSUED

DATE OF ISSUE ISSUE PRICE PER SHARE

(RAND)

Specificacquisitionissue-Tellumat 5 631 007 01 Mar 2016 2.30

Specificacquisitionissue-Torre 130 934 036 18 Oct 2016 1.33

Specificacquisitionissue-Amecor 5 995 526 1 Nov 2016 1.90

On 30 November 2015, the Company issued 600 convertible redeemable preference shares at R1 million each to raise

R600 million in funding. The preference shares were issued at a dividend rate of 95% of prime and at an initial conversion

price of R2.78. The redemption date is 31 May 2019. The preference shares are convertible, at the election of the holders, into a

maximum of 215 827 338 ordinary shares.

Cumulative convertible redeemable preference shares issued by the Group have been treated as compound financial

instruments in accordance with IAS 32 Financial Instruments: Presentation (“IAS 32”). The liability and equity components of

thepreferenceshareshavebeenseparatelyclassifiedasfinancialliabilitiesatamortisedcost,inaccordancewiththeeffective

interest ratemethod, and equity instruments respectively. The carrying amount of the financial liability component of the

preference shares has been determined with reference to the fair value, by discounting the net present value of future cash

flows,netoftransactioncosts,atmarketrateatinceptionforasimilarinstrumentwithouttheequityconversionoption,being

115%ofprimerate.Thecarryingamountoftheequitycomponentofthecompoundfinancialinstrumenthasbeendetermined

bydeducting the fair valueof the financial liability component at inception from the fair valueof the compoundfinancial

instrument as a whole.



N O T E S T O T H E C O N S O L I D AT E D C O N D E N S E D F I N A N C I A L R E S U LT S ( C O N T I N U E D )

11. FAIR VALUE ADJUSTMENTS

R’000 2016 2015

Realised gains/(losses) on investments 37 382 (534)

Unrealised losses on investments (350 249) (20 800)

Fair value losses resulting from capital distributors by portfolio companies (436 961) -

Realisedgainsonotherfinancialassets 1930 -

Unrealisedlossesonotherfinancialassets (605) -

(748 503) (21 334)

Realising and unrealised fair value gains and losses (311 542) (21 334)

Fair value losses realising from capital distributions by portfolio companies (436 961) -

(748 503) (21 334)

The fair value adjustments line item in the statement of comprehensive income has been disaggregated into two components

in order to separately present the recurring and non-recurring fair value adjustments.

12. DIVIDEND REVENUE

R’000 2016 2015

Capital distributions declared by portfolio companies as cash 276 708 -

Cadiz Holdings (Pty) Ltd 42 208 -



Capital distributions declared by portfolio companies as dividends in specie 160 253 -

Cadiz Holdings Ltd 160 253 -



Torre Industries Ltd 9 858 9


480 025 9

Capital distributions declared by portfolio companies 436 961 -



480 025 9

The dividend revenue line item in the statement of comprehensive income has been disaggregated into two components in

order to separately present the recurring and non-recurring dividends received.



13. INTEREST REVENUE

R’000 2016 2015

Loan investments 16 255 12 506

Loans to portfolio companies 51 728 8 031

Otherfinancialassets 2260 783

Cash and cash equivalents 27 945 2 988

98 188 24 308

14. FINANCE COSTS

Finance costs in the current year relate to interest on the preference share liability which accrues at 115% of the prime interest

rate.

15. RELATED PARTY TRANSACTIONS

During the current year the Company incurred management fees to Thunder Securitisations (Pty) Ltd, the management

company, in the amount of R11.1 million (2015: R8.3 million) after recoveries of R7 million (2015: R1.6 million), representing 0.6%

of the average NAV of Stellar Capital over the reporting period (2015: 0.8%). Refer to note 8 for loans advanced to portfolio

companies and note 13 for interest earned on loans to portfolio companies.

16. DIVIDEND

No ordinary dividend has been declared for the year under review (2015: nil).

17. CHANGE TO THE BOARD OF DIRECTORS AND COMPANY SECRETARY

• Mr M Wentzel replaced Ms CH Wiese as alternate independent non-executive director to Ms CC Wiese with effect on

11 April 2016 and on 29 July 2016 Mr Wentzel’s role changed to that of independent non-executive director when he replaced

Ms CC Wiese;

• Mr MM Ngoasheng was appointed as an independent non-executive director with effect from 26 October 2016;

• On 1 November 2016, Ms L Mangope and Ms J de Bruyn resigned as independent non-executive directors and members of

the Audit and Risk Committee;

• Mr CJ Roodt joined the Audit and Risk Committee on 2 November 2016;

• Mr L Potgieter was appointed as an independent non-executive director and chairman of the Audit and Risk Committee on

2 November 2016;

• With effect from 1 September 2016, Mr S Graham was appointed as Company Secretary following the resignation of The

Secretarial Company (Pty) Ltd, represented by Ms C du Preez, on 31 August 2016.



18. CONTINGENT LIABILITIES

At the reporting date, the Company has issued limited corporate guarantees in favour of the creditors of Praxis Financial

Services for R47.5 million (2015: R11 million). The guarantees will expire on 30 September 2017. Due to the nature of the

operations of Praxis, it requires purchasing power in order to grow its revenue by way of increased parts funding. The

Companythereforetookthedecisiontoassisttheinvesteeinthisregard,afterconsideringtheprofitabilityofPraxisandits

abilitytogeneratesufficientcashtosustaintheenabledgrowth.ManagementaccountsareobtainedfromPraxisonamonthly

basis and analysed in conjunction with the monitoring of the purchases from suppliers for which guarantees have been issued.

19. EVENTS AFTER THE REPORTING PERIOD

The Board of Directors are not aware of any events after the reporting date and until the date of approval which have a material

impactontheannualfinancialstatementsaspresented.

By order of the Board

CE Pettit CB de Villiers

ChiefExecutiveOfficer ChiefFinancialOfficer16 February 2017


F O R WA R D - L O O K I N G S TAT E M E N T S

Any forward-looking statements included in this results announcement involve known and unknown risks, uncertainties and

other factors, which may cause the actual results, performance or achievements of the Company to differ materially from

any future results, performance or achievements expressed or implied by such forward-looking statements. Any reference to

forecast information included in this results announcement does not constitute an earnings forecast and has not been reviewed

or reported on by the Group’s external auditors.

/// DESIGN AND LAYOUT BY ONE HUNDRED PERCENT / DESIGN & BRAND CONSULTANCY / www.onehundredpercent.co.za

DIRECTORSDDTabata(Chairman)*,CEPettit(ChiefExecutiveOfficer),

CBdeVilliers(ChiefFinancialOfficer),

MM Ngoasheng*, L Potgieter*, CJ Roodt*, PJ van Zyl^,

MVZ Wentzel*

^Non-executive *Independent non-executive

COMPANY SECRETARYSean Graham

REGISTERED OFFICE3rd Floor, The Terraces, 25 Protea Road,

Claremont, Cape Town, 7708

POSTAL ADDRESSSuite 229, Private Bag X1005

Claremont, Cape Town

7735

TRANSFER SECRETARIESComputershare Investor Services (Pty) Ltd

70 Marshall Street, Johannesburg

2001

SPONSORRand Merchant Bank (a division of First Rand Bank Limited)

15th Floor, 1 Merchant Place

Cnr Rivonia Road and Fredman Drive

Sandton, Johannesburg

2196

provisional condensed financial...

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