| Thu 30 Jul 2009, 10:27 | | SPG - Super Group - Detailed cautionary announcement regarding an alternative |
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SPG
SPG
SPG - Super Group - Detailed cautionary announcement regarding an alternative
recapitalisation proposal
Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
ISIN ZAE000011334
Share code: SPG
("Super Group" or the "Company")
DETAILED CAUTIONARY ANNOUNCEMENT REGARDING AN ALTERNATIVE RECAPITALISATION
PROPOSAL
1. Introduction
Shareholders are referred to the cautionary announcement published on SENS on 14
July 2009, informing shareholders that Super Group had received an approach
regarding a potential transaction.
Shareholders are advised that the Company is in discussions with a strategic
investor ("the Proposer") regarding a proposal to recapitalise Super Group ("the
Alternative Recapitalisation Proposal") pursuant to which the Proposer will
become the controlling shareholder of the Company.
2. Salient details of the Alternative Recapitalisation Proposal
The Alternative Recapitalisation Proposal contemplates a cash injection into the
Company through three inter-conditional arrangements, namely:
* R700 million through a fresh issue of new Super Group shares to the
Proposer by way of a specific issue of shares for cash at a proposed
issue price of 70 cents per new Super Group share ("the Proposed
Subscription");
* R300 million either through a rights offer, fully underwritten by the
Proposer, or a claw back rights offer, post the Proposed
Subscription, at a proposed rights issue price of 70 cents per new
Super Group share ("the Proposed Rights Offer"); and
* R350 million in the form of a new term loan facility advanced by the
Proposer ("the Proposed Loan Facility").
If implemented, the proceeds of the Proposed Subscription, the Proposed Rights
Offer and the Proposed Loan Facility would be applied to repay, in full, all the
current unsecured lenders of the Company, including the Company`s bondholders.
The Alternative Recapitalisation Proposal would trigger a mandatory offer to all
Super Group shareholders in terms of Rule 8 of the Securities Regulation Code
and Rules of the SRP ("SRP Code"). The Proposer would however seek a waiver of
the requirement to make a mandatory offer to all Super Group shareholders.
Shareholders are advised that discussions with the Proposer are still ongoing.
Should an agreement between the parties be reached, a further detailed
announcement will be released on SENS and published in the press.
3. Super Group`s proposed debt restructuring and equity recapitalisation
Shareholders are referred to the trading statement and update regarding the
recapitalisation of Super Group published on SENS today. Shareholders are
advised that discussions with the Proposer regarding the Alternative
Recapitalisation Proposal do not affect the proposed debt restructuring and
equity recapitalisation of Super Group, the implementation of which will
continue to progress. Shareholders are however advised that the Alternative
Recapitalisation Proposal would, if implemented, be an alternative to and
therefore supercede the currently proposed underwritten rights offer. The
Alternative Recapitalisation Proposal will be subject to approval inter alia by
the Company`s lenders.
4. Further cautionary announcement
Shareholders are therefore advised to continue to exercise caution in dealing in
Super Group shares until a further announcement is made in this regard.
30 July 2009
Sandton
Financial advisor and Sponsor to Super Group
Deutsche Securities SA (Pty) Limited
Legal advisors to Super Group
Fluxmans
Bowman Gilfillan
Date: 30/07/2009 10:27:01 Produced by the JSE SENS Department.
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