| Fri 25 Sep 2009, 17:28 | | SPG - Super Group Limited - Termination with a Strategic Investor |
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SPG
SPG
SPG - Super Group Limited - Termination with a Strategic Investor
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")
TERMINATION OF DISCUSSIONS WITH A STRATEGIC INVESTOR REGARDING AN ALTERNATIVE
RECAPITALISATION PROPOSAL AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT;
PROPOSED DEBT RESTRUCTURING AND RIGHTS OFFER TO PROCEED;
FURTHER CAUTIONARY ANNOUNCEMENT; AND
RENEWAL OF CAUTIONARY ANNOUNCEMENT IN RESPECT OF PROPOSED DISPOSALS
1. Introduction
Shareholders are referred to the cautionary announcement dated 14 July 2009 and
the detailed cautionary announcement dated 30 July 2009, which informed
shareholders of an approach received by Super Group with regard to an
alternative recapitalisation proposal, pursuant to which the strategic investor
making this proposal would become the controlling shareholder of the Company
("the Alternative Recapitalisation Proposal").
In the detailed cautionary announcement shareholders were advised that the
Alternative Recapitalisation Proposal would, if implemented, be an alternative
to the proposed debt restructuring and equity recapitalisation via a proposed
rights offer ("the Original Recapitalisation Proposal"). Accordingly,
implementation of the Alternative Recapitalisation Proposal remained subject to
approval, inter alia, by the Company`s lenders who were parties to the Original
Recapitalisation Proposal.
The Company and its lenders required, inter alia, that the strategic investor
obtain adequate support from Super Group`s major shareholders to implement the
Alternative Recapitalisation Proposal. Shareholders are hereby advised that the
strategic investor has not been able to obtain sufficient written irrevocable
support from shareholders to satisfy the lenders` requirements and as a
consequence, the Alternative Recapitalisation Proposal will not proceed.
2. Status of the Original Recapitalisation Proposal
As indicated in the announcement dated 30 July 2009, the original proposed debt
restructuring and equity recapitalisation of Super Group will proceed.
Super Group shareholders, at a general meeting held on Thursday, 21 May 2009,
approved resolutions regarding an increase in the authorised share capital of
Super Group and the placing 2 727 580 820 authorised but unissued Super Group
shares under the control of the directors of Super Group for the purposes of a
proposed rights offer ("the proposed rights offer"). The circular accompanying
the notice of this meeting informed Super Group shareholders that the proposed
rights offer would be undertaken at a price of 45 cents per Super Group share,
and that the rights to subscribe for new Super Group shares would be issued to
Super Group shareholders in the ratio of 41 new Super Group shares for every 10
Super Group shares held on the record date of such rights offer.
The proposed rights offer is underwritten to the extent of R1 billion by Absa
Bank Limited, Allan Gray Limited, Barclays Bank plc, FirstRand Bank Limited,
Futuregrowth Asset Management (Proprietary) Limited, Investec Bank Limited, KADD
Capital (Proprietary) Limited and Nedbank Limited.
3. Conditions precedent
The proposed rights offer is conditional upon:
- approval being obtained from the JSE Limited for the rights offer circular
and the application for the listings of the letters of allocation and the
rights offer shares; and
- the necessary approvals and registrations being obtained from the Companies
and Intellectual Property Registration Office.
It is anticipated that the above conditions will be met on or before the
finalisation date for the proposed rights offer being Friday 16 October 2009.
4. Anticipated timetable of the proposed rights offer
2009
Last day to trade in Super Group shares in Friday, 23 October
order to settle trades by the record date and
to qualify to participate in the proposed
rights offer (cum rights)
Listing and trading of letters of allocation Monday, 26 October
on the JSE while Super Group shares trade ex-
rights commences at 09:00 on
Record date for the proposed rights offer for Friday, 30 October
purposes of determining shareholders entitled
to participate in the rights offer at the
close of business on
Rights offer circular and pre-listing Monday, 2 November
statement posted to shareholders
Proposed rights offer opens at 09:00 on Monday, 2 November
Dematerialised shareholders will have their
accounts at their CSDP or broker Monday, 2 November
automatically credited with their letters of
allocation
Certificated shareholders will have their
letters of allocation credited to an Monday, 2 November
electronic register at the transfer
secretaries
Last day to trade in letters of allocation in
order to settle trades by the close of the Friday, 13 November
proposed rights offer and participate in the
proposed rights offer at the close of
business
Last day for forms of instruction of
certificated shareholders wishing to sell all
or part of their entitlement to be lodged Friday, 13 November
with the transfer secretaries by 12:00 on
Listing of the maximum number and trading of
rights offer shares on the JSE commences at Monday, 16 November
09:00 on
Record date for letters of allocation Friday, 20 November
Rights offer closes at 12:00 and payment to
be made and forms of instruction lodged by
certificated shareholders with the transfer Friday, 20 November
secretaries by 12:00 on (see note 2 below)
CSDP/Broker accounts in respect of
dematerialised shareholders credited with Monday, 23 November
rights offer shares and debited with any
payments due in respect of rights offer
shares
Share certificates posted to certificated Monday 23 November
shareholders by registered post on
Results of proposed rights offer announced on Monday 23 November
SENS on
Results of proposed rights offer published in Tuesday 24 November
the press on
Adjustments to the number of rights offer Tuesday 24 November
shares listed, on or about
Notes:
1. All times referred in this circular are local times in South Africa.
2. Dematerialised shareholders are required to inform their CSDP or broker of
their instructions in terms of the rights offer in the manner and time
stipulated in the agreement governing the relationship between the
shareholder and their CSDP or broker.
3. Share certificates may not be dematerialised or rematerialised between
Monday, 26 October 2009 and Friday, 30 October 2009, both days inclusive.
4. Dematerialised shareholders will have their accounts at their CSDP
automatically credited with their rights and certificated shareholders will
have their rights credited to an account at Computershare Nominees.
5. CSDPs effect payment in respect of dematerialised shareholders on a
delivery versus payment method.
6. Any material variation of the above dates and times will be approved by the
JSE, released on SENS and published in the South African press.
7. No excess subscriptions will be permitted.
8. The rights offer shares issued in terms of the proposed rights offer will
not be registered for purposes of the proposed rights offer with the
Securites and Exchange Commission, Washington D.C., the Canadian
Provinicial Securities Commission, or the Australian Securities Commission
under the Australian Corporation Law, as amended. Accordingly the proposed
rights offer will not be made to or be open for acceptance by persons with
registered addresses in the United States of America or any of its
territories, dependencies, possessions or commonwealths or in the District
of Columbia or in the Dominion of Canada or in the Commonwealth of
Australia, its states, territories or possessions. The CSDP or broker will
ensure that where such persons are holding Super Group shares in
dematerialised form that the CSDP or broker adheres to the above
restrictions.
5. Withdrawal of cautionary announcement in respect of the Alternative
Recapitalisation Proposal
Shareholders are advised that they are no longer required to exercise caution
when dealing in Super Group shares in relation to the Alternative
Recapitalisation Proposal.
6. Further cautionary announcement
Further to the cautionary announcements dated 18 March 2009 and the subsequent
cautionary announcements released on SENS and published in the press regarding
the Original Recapitalisation Proposal, shareholders are advised to continue
exercising caution when dealing in their Super Group shares until the financial
effects of the proposed rights offer are published.
7. Renewal of cautionary announcement in respect of Super Group`s proposed
disposals
Shareholders are advised that negotiations with regard to the disposal of the
AutoZone and the Emerald Insurance businesses and Super Group Industrial
Products inventory are still in progress which, if successfully concluded, may
have a material effect on the price of Super Group`s shares. Shareholders
should therefore continue to exercise caution when dealing in Super Group
shares.
8. Further announcement
It is anticipated that the finalisation announcement for the proposed rights
offer will be released on SENS on Friday 16 October 2009.
25 September 2009
Sandton
Financial advisor and Sponsor to Super Group
Deutsche Securities SA (Pty) Limited
Merchant bank and corporate advisor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Legal advisors
Fluxmans Attorneys
Bowman Gilfillan Inc.
Date: 25/09/2009 17:28:19 Produced by the JSE SENS Department.
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implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
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