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Distribution of category 1 transaction circular and notice of general meeting

Published: 2022-10-25 16:30:45 ET
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Stefanutti Stocks Holdings Limited
(Registration number 1996/003767/06)
Share code: SSK
ISIN: ZAE000123766
(“Stefanutti Stocks” or “the company”)


DISTRIBUTION OF CATEGORY 1 TRANSACTION CIRCULAR AND NOTICE OF GENERAL
MEETING


Distribution of Category 1 Transaction Circular


Stefanutti Stocks’ shareholders (“Shareholders”) are referred to the announcement released by the
company on the Stock Exchange News Service (“SENS”) on 14 September 2022 (the “Announcement”)
wherein Shareholders were advised that the company’s wholly-owned subsidiaries, Stefanutti Stocks
Mauritius Holdings Limited (“SSMH”), Stefanutti Stocks International Holdings Proprietary Limited
("SSIH"), Stefanutti Stocks Proprietary Limited (“SSPL”) and SS - Construções (Moçambique), Limitada
("SS Mozambique"), had (as relevant) entered into sale and purchase agreements and a loan
agreement (relating to the disposal of quotas in SS Mozambique, disposal of shares in Stefanutti Stocks
Construction Ltd and repayment of a trade receivable owing by SS Mozambique to SSPL) (the
“Transaction”), the implementation of which is subject to (amongst other things) the company obtaining
the requisite approval of Shareholders in terms of Section 9 of the JSE Limited Listings Requirements
(“Listings Requirements”).


Unless expressly defined in this announcement, or the context indicates otherwise, capitalised terms
herein have the meanings ascribed to them in the Announcement.


Shareholders are hereby advised that the circular containing the full details of the Transaction and
incorporating the notice convening the general meeting of Shareholders ("Notice of General Meeting"),
electronic participation form and form of proxy ("Circular"), has been distributed to Shareholders today,
Tuesday,   25   October      2022.   The   Circular   is   available   on   the   company’s   website   at
www.stefanuttistocks.com and can be made available through a secure electronic manner at the
election of the Shareholder by requesting an electronic copy of the Circular from the company secretary
at w.somerville@mweb.co.za.


Shareholders are further advised that copies of the Circular (which is available in English only) can be
obtained from the registered office of the company at 9 Palala Street, Protec Park, Cnr. Zuurfontein
Avenue and Oranjerivier Drive, Kempton Park or at the offices of Computershare Investor Services
Proprietary Limited (“Computershare”) at Rosebank Towers, 15 Biermann Avenue, Rosebank,
Johannesburg during normal business hours from today, Tuesday, 25 October 2022 up to and including
the date of the general meeting of Shareholders ("General Meeting"), being on Tuesday, 22 November
2022.


Notice of General Meeting


Notice is hereby given that the General Meeting, convened in terms of the Notice of General Meeting,
will be held at 09:00 (CAT) on Tuesday, 22 November 2022 and Shareholders will be requested to
consider and, if deemed fit, to pass the resolutions to approve, and to grant authority to directors of the
company in relation to, the Transaction.


Shareholders are advised that the General Meeting (including any adjournment or postponement
thereof) will be held entirely by electronic communication as detailed in the Notice of General Meeting
contained in the Circular and as permitted by the Listings Requirements, Companies Act 71 of 2008
and the Company's memorandum of incorporation. The instructions for electronic participation at the
General Meeting are contained in the electronic participation form annexed to the Notice of General
Meeting.


Salient dates and times


The salient dates and times relating to the General Meeting are set out below:


                                                                                                    2022
 Record Date for Shareholders to receive the Circular and Notice of
 General Meeting                                                                     Friday, 14 October
 Circular and Notice of General Meeting distributed and announced
 on SENS                                                                           Tuesday, 25 October
 Last date to trade to be eligible to participate in and vote at the
 General Meeting ("Last Date to Trade")                                           Tuesday, 8 November
 General Meeting record date for Shareholders to be entitled to
 participate in and vote at the General Meeting ("General Meeting
 Record Date")                                                                     Friday, 11 November
 For administrative purposes only last date to lodge forms of proxy
 with Computershare by 09:00                                                       Friday, 18 November
 Last date to lodge forms of proxy with the chairman of the General
 Meeting via email by 08:55                                                     Tuesday, 22 November
 General Meeting to be held at 09:00                                            Tuesday, 22 November
 Results of the General Meeting published on SENS                               Tuesday, 22 November
 Results of the General Meeting published in the press                       Wednesday, 23 November


Notes:
1.    The dates and times provided above are subject to amendment at the discretion of Stefanutti
      Stocks, subject to approval of the JSE Limited, if required. Any material amendments will be
      published on SENS.
2.    All times referred to above are local times in South Africa.
3.    If the General Meeting is adjourned or postponed, forms of proxy submitted for the initial General
      Meeting will remain valid in respect of any adjournment or postponement of the General Meeting,
      unless the contrary is stated on such form of proxy.
4.    The register for certificated Shareholders will be closed between the Last Date to Trade and the
      General Meeting Record Date.
5.    No Stefanutti Stocks Shares may be dematerialised or rematerialised from Wednesday, 9
      November 2022, to Friday, 11 November 2022 (both days inclusive).
6.    Shareholders should note that as transactions in Stefanutti Stocks shares are settled in the
      electronic settlement system used by Strate Proprietary Limited, settlement of trades takes place
      3 (three) business days after such trade. Therefore, persons who acquire Stefanutti Stocks
      shares after close of trade on Tuesday, 8 November 2022 will not be eligible to attend, participate
      in and vote at the General Meeting.


Johannesburg
25 October 2022
Sponsor: Bridge Capital Advisors Proprietary Limited
Legal Advisor: Webber Wentzel
Transaction Advisor: Birkett Stewart McHendrie Proprietary Limited