|
JDG
JDG
JDG - JD Group - Termination Of Discussions Regarding The Proposed Merger
Of Steinhoff International Holdings Limited ("Steinhoff") And JDG
JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
Share Code: JDG ISIN:ZAE000030771
("JDG")
TERMINATION OF DISCUSSIONS REGARDING THE PROPOSED MERGER OF STEINHOFF
INTERNATIONAL HOLDINGS LIMITED ("STEINHOFF") AND JDG
Background
JDG shareholders are referred to the joint announcement released on Sens on
16 March 2007 and published in the press on 19 March 2007 wherein it was
announced that Steinhoff had submitted an offer to the JDG board of
directors, of its intention to acquire the entire issued ordinary share
capital of JDG in exchange for the issue of new Steinhoff ordinary shares
(the proposed merger).
Steinhoff intended to implement the proposed merger by way of a Scheme of
Arrangement in terms of section 311 of the Companies Act, No 61, of 1973,
as amended to be proposed by Steinhoff between JDG and all its ordinary
shareholders (the scheme) in terms of which JDG shareholders (the scheme
members) would receive 3.6 newly issued Steinhoff shares for every one JDG
share exchanged (the exchange ratio).
The proposed merger was subject to a number of conditions precedent
including that the scheme be approved by a majority representing not less
than three fourths of the votes exercisable by the scheme members present
and voting, either in person or by proxy, at the scheme meeting.
Termination of merger discussions
Steinhoff and JDG management have approached a number of their respective
major shareholders to establish their support for the proposed merger. Due
to the lack of support from JDG shareholders for the exchange ratio offered
in respect of the scheme, the JDG board of directors have decided, in
conjunction with Steinhoff, to terminate merger discussions with immediate
effect and not to proceed with the scheme.
Directors responsibility statement (Rule 20.3 of the Code on Takeovers and
Mergers of the SRP)
The directors of JDG accept responsibility for the information contained in
this announcement. To the best of the knowledge and belief of the
directors of JDG (who have taken all reasonable care to ensure that such is
the case), the information contained in this announcement is in accordance
with the facts and does not omit anything likely to affect the import of
such information.
Johannesburg
29 May 2007
Financial advisor and transaction sponsor to JDG
Absa Capital
(A division of Absa Bank Limited)
Attorneys
Feinsteins Attorneys
Independent Advisor to JDG
Ernst & Young
EY Corporate Finance (Pty) Ltd
Date: 29/05/2007 16:46:16 Produced by the JSE SENS Department.
| Profile Group (Pty) Ltd. has taken care in preparing all information on this website, but does not accept any liability for errors or out-of-date information. | |||||||||||||
| Other Profile Group sites: FundsData Online (unit trust data) | Profile Group corporate site | |||||||||||||
| [ Terms of Use | Privacy Policy | PAIA manual | FAQs/Help | Site Map | © Copyright Reserved 2026 ] | |||||||||||||
|
|||||||||||||
