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STADIO HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2016/371398/06
Share code: SDO
ISIN: ZAE000248662
LEI: 3789007C8FB26515D966
(“the Company” or “STADIO Group”)
SHARES RECEIVED PURSUANT TO PSG GROUP LIMITED’S UNBUNDLING OF STADIO
GROUP SHARES
Shareholders are referred to the finalisation announcement published on the Stock Exchange
News Service (“SENS”) of the JSE Limited (“JSE”) on 25 August 2022 by PSG Group Limited
(“PSG Group”), regarding the proposed restructure of PSG Group, including the pro rata
distribution in specie of approximately 25.1% of PSG Group’s shareholding in STADIO Group
to PSG Group shareholders (“Unbundling”). Certain directors and prescribed officers of
STADIO Group (and/or their associates) hold PSG Group shares and, accordingly, upon
implementation of the Unbundling on 12 September 2022, received STADIO Group shares in
the same ratio and on the same basis applicable to all PSG Group shareholders, with no
election or discretion having been exercised by the directors and prescribed officers (and/or
their associates) in this regard. Applicable details regarding the directors and prescribed
officers (and/or their associates) in question and the STADIO Group shares unbundled to
them, appear below.
1.
NAME OF DIRECTOR Ms Samara Totaram
COMPANY OF WHICH A DIRECTOR STADIO Group
STATUS: EXECUTIVE/NON-EXECUTIVE Executive
TYPE AND CLASS OF SECURITIES Ordinary shares
DATE OF TRANSACTION 12 September 2022
PRICE PER SECURITY R3.65*
NUMBER OF SECURITIES 44 182
TOTAL RAND VALUE OF SECURITIES R161 264.30
NATURE OF TRANSACTION Off market receipt of STADIO Group shares
pursuant to the Unbundling
NATURE AND EXTENT OF INTEREST IN Direct, beneficial
THE TRANSACTION
CLEARANCE OBTAINED Not applicable
2.
NAME OF PRESCRIBED OFFICER Mr Jacobus Johannes Human
COMPANY OF WHICH A PRESCRIBED STADIO Group
OFFICER
TYPE AND CLASS OF SECURITIES Ordinary shares
DATE OF TRANSACTION 12 September 2022
PRICE PER SECURITY R3.65*
NUMBER OF SECURITIES 1 580
TOTAL RAND VALUE OF SECURITIES R5 767.00
NAME OF ASSOCIATE Working Class Heroes Proprietary Limited
RELATIONSHIP WITH PRESCRIBED The prescribed officer is a director of the
OFFICER associate
NATURE OF TRANSACTION Off market receipt of STADIO Group shares
pursuant to the Unbundling
NATURE AND EXTENT OF INTEREST IN Indirect, beneficial
THE TRANSACTION
CLEARANCE OBTAINED Not applicable
3.
NAME OF DIRECTOR Mr Andries Mellet
COMPANY OF WHICH A DIRECTOR STADIO Group
STATUS: EXECUTIVE/NON-EXECUTIVE Alternate Non-Executive
TYPE AND CLASS OF SECURITIES Ordinary shares
NATURE OF TRANSACTIONS Off market receipt of STADIO Group shares
pursuant to the Unbundling
DATES OF TRANSACTIONS 12 September 2022
PRICE PER SECURITIES R3.65*
NUMBER OF SECURITIES 3 771 (1)
TRANSACTED 224 (2)
15 332 (3)
13 288 (4)
97 105 (5)
TOTAL RAND VALUE OF SECURITIES R13 764.15 (1)
TRANSACTED R817.60 (2)
R55 961.80 (3)
R48 501.20 (4)
R354 433.25 (5)
NAME OF ASSOCIATES Not applicable (1)
Alana Mellet (2)
Carmellie Proprietary Limited (3)
Admel Ventures Proprietary Limited (4)
Merset Beleggings Proprietary Limited (5)
RELATIONSHIP WITH DIRECTOR Director in own name (1)
Spouse of director (2)
The director is a director of the associate (3)
The director is a director and shareholder of
the associate (4-5)
NATURE AND EXTENT OF INTEREST IN Direct, beneficial (1)
THE TRANSACTIONS Indirect, non-beneficial (2-3)
Indirect, beneficial (4-5)
NAME OF DIRECTOR Mr Andries Mellet
COMPANY OF WHICH A DIRECTOR STADIO Group
STATUS: EXECUTIVE/NON-EXECUTIVE Alternate Non-Executive
TYPE AND CLASS OF SECURITIES Ordinary shares
DATE OF TRANSACTION 20 August 2022
PRICE PER SECURITY R3.42**
NUMBER OF SECURITIES 1 160 606
TOTAL RAND VALUE OF SECURITIES R3 969 272.52
NAME OF ASSOCIATE Admel Ventures Proprietary Limited
RELATIONSHIP WITH DIRECTOR The director is a director and shareholder of
the associate
NATURE OF TRANSACTION Off market receipt of STADIO Group shares
pursuant to PSG Alpha Investments (Pty) Ltd
(“PSG Alpha”) unbundling its STADIO Group
shares#
NATURE AND EXTENT OF INTEREST IN Indirect, beneficial
THE TRANSACTION
CLEARANCE OBTAINED Not applicable
4.
NAME OF DIRECTOR Mr Pieter Nicolaas De Waal
COMPANY OF WHICH A DIRECTOR STADIO Group
STATUS: EXECUTIVE/NON-EXECUTIVE Non-Executive
TYPE AND CLASS OF SECURITIES Ordinary shares
DATE OF TRANSACTION 20 August 2022
PRICE PER SECURITY R3.42**
NUMBER OF SECURITIES 1 782 544
TOTAL RAND VALUE OF SECURITIES R6 096 300.48
NAME OF ASSOCIATE Nixonzara Investments Proprietary Limited
RELATIONSHIP WITH DIRECTOR The director is a director and shareholder of
the associate
NATURE OF TRANSACTION Off market receipt of STADIO Group shares
pursuant to PSG Alpha unbundling its
STADIO Group shares#
NATURE AND EXTENT OF INTEREST IN Indirect, beneficial
THE TRANSACTION
CLEARANCE OBTAINED Not applicable
* The closing price of STADIO Group shares on the record date for the Unbundling, being
9 September 2022.
** The closing price of STADIO Group shares on 19 August 2022.
# PSG Alpha is a 98.27% subsidiary of PSG Group. The unbundling by PSG Alpha occurred
as part of an internal restructuring by PSG Group and as a precondition to the Unbundling
by the latter.
Durbanville
15 September 2022
Sponsor
PSG Capital
