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STEFANUTTI STOCKS HOLDINGS LIMITED - Classification in the General Segment of the main board of the JSE Limited

Release Date: 13/02/2025 15:33
Code(s): SSK     PDF:  
Wrap Text
Classification in the General Segment of the main board of the JSE Limited

Stefanutti Stocks Holdings Limited
(Registration number 1996/003767/06)
Share code: SSK       ISIN: ZAE000123766
("Stefanutti Stocks" or "the Company")

CLASSIFICATION IN THE GENERAL SEGMENT OF THE MAIN BOARD OF THE JSE LIMITED

Shareholders are hereby advised that Stefanutti Stocks' application to transfer its listing to the General
Segment of the Main Board of the JSE Limited (JSE) has been approved by the JSE with effect from
Friday, 14 February 2025. Consequently, Stefanutti Stocks will now be classified as being a primary
issuer listed in the General Segment of the JSE Main Board. The Market Segmentation Project forms
part of the JSE's ongoing efforts to create a flexible and enabling environment for companies listed on
the Main Board of the JSE, with the General Segment specifically providing small and mid-cap JSE
Main Board issuers with meaningful regulatory relief whilst maintaining transparency, disclosure and
appropriate safeguards.

In terms of paragraph 4.62 of the JSE Listings Requirements, classification in the General Segment
will allow Stefanutti Stocks to apply the following:

•     An automatic annual rolling general authority to issue shares for cash without shareholders'
      approval, representing up to 10% of the company's issued share capital;
•     Shareholders' approval is not required for a general repurchase authority of the company'
      shares;
•     Shareholders' approval is not required for a specific repurchase authority of the company's
      shares, subject to it not involving related parties and not exceeding 20% of the company's share
      capital in any one financial year;
•     Fairness opinions are not required for related party corporate actions and transactions, with
      more focus being placed on governance arrangements and transparency and the exclusion
      from voting for related parties and associates;
•     Stefanutti Stocks is only required to prepare annual reports within four months, with no
      obligation to release results announcements within three months;
•     The preparation of pro forma financial information is not required for transactions and corporate
      actions, but rather the inclusion of a detailed narrative on the impact of the transaction and
      corporate action on the financial statements;
•     The threshold for the categorisation of a transaction as category 1 is increased to a percentage
      ratio of 50% or more; accordingly a transaction where a percentage ratio is 5% or more but less
      than 50% will be categorised as a category 2 transaction;
•     Shareholders' approval and a circular are not required for transactions by a subsidiary that is
      listed on the JSE;
•     The subject of a category 1 transaction requires two years audited historical financial
      information;
•     The small-related party transaction percentage ratio is less than or equal to 10%, but exceeds
      3%;
•     A material shareholder for related party classification purposes is 20%; and
•     A pre-listing statement is triggered for share issuances exceeding 100% over a three-month
      period.

The provisions above have the specified different application to the General Segment as stated and
the remainder of the provisions of the JSE Listings Requirements continue to apply to the Company.
Shareholders are advised to consider paragraph 4.62 of the JSE Listings Requirements in full for a
comprehensive understanding of the provisions of the JSE Listings Requirements applicable to
issuers listed in the General Segment of the JSE Main Board.

There are no prohibitions in the Company's Memorandum of Incorporation to the adjusted application
of the issue of shares for cash and repurchase provisions in the General Segment.

Johannesburg
13 February 2025
Sponsor: Bridge Capital Advisors Proprietary Limited

Date: 13-02-2025 03:33:00
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