| Tue 5 Apr 2011, 17:35 | | JDG - JD Group Limited - Update on proposed transaction with Steinhoff |
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JDG
JDG
JDG - JD Group Limited - Update on proposed transaction with Steinhoff
International Holdings Limited and expected salient dates
JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
JSE Share Code: JDG
ISIN: ZAE000030771
("JD Group" or "the Company")
UPDATE ON PROPOSED TRANSACTION WITH STEINHOFF INTERNATIONAL HOLDINGS LIMITED AND
EXPECTED SALIENT DATES
INTRODUCTION
JD Group shareholders are referred to the announcement released on SENS on 14
March 2011 in relation to the proposed transaction between JD Group and
Steinhoff International Holdings Limited (together with its subsidiaries and
associates "Steinhoff") regarding:
* the proposed acquisition by JD Group of Unitrans Motor Enterprises
(Proprietary) Limited (together with its subsidiaries and associates
"Unitrans Auto") and Steinhoff Doors and Building Materials (Proprietary)
Limited ("Steinbuild"); and
* the proposed acquisition by a Steinhoff associate, of JD Group`s interest
in Abra Spolka Akcyjna ("Abra"),
(collectively the "Proposed Transaction").
Shareholders are advised that JD Group and Steinhoff have finalised the material
terms of all of the legal agreements, save in relation to Abra, required to give
effect to the Proposed Transaction, the final terms of which are set out below.
TERMS OF THE PROPOSED TRANSACTION
As previously announced, the total purchase consideration by JD Group in respect
of Unitrans Auto and Steinbuild, net of the consideration received in respect of
the sale of Abra amounts to R3,035 million (consisting of R3,000 million for
Unitrans Auto and R169 million for Steinbuild, less R134 million for Abra). The
parties have agreed to amend the form in which the net purchase consideration is
paid by reducing the number of shares to be issued from 60.7 million shares to
49.33 million shares (issued at R50 per share), representing approximately 22.4%
of JD Group`s issued share capital after the proposed transaction, with the
remaining net amount of R568 million payable in cash. Save as set out above, the
terms of the Proposed Transaction remain unchanged from those set out in the
announcement made on 14 March 2011.
JD Group believes that the revised terms will reduce dilution of and enhance
returns for JD Group shareholders in the longer term.
JD Group has obtained support for the Proposed Transaction from their largest
shareholders who together own 51.30% of the JD Group issued shares, excluding JD
Group shares held by the JD Group Employee Share Incentive Scheme (which in
terms of the JSE Listings Requirements are not entitled to vote at the general
meeting to be convened for the purpose of approving, inter alia, the Proposed
Transaction).
UNAUDITED PRO FORMA FINANCIAL EFFECTS OF JD GROUP
The unaudited pro forma consolidated statement of comprehensive income and
consolidated statement of financial position of JD Group and the financial
effects of the Proposed Transaction on JD Group for the 12 months ended 31
August 2010 (together the "unaudited pro forma financial information"), have
been prepared to reflect the impact of the Proposed Transaction as if the
Proposed Transaction had occurred on 1 September 2009 for purposes of adjusting
the pro forma consolidated statement of comprehensive income, and on 31 August
2010 for purposes of adjusting the pro forma consolidated statement of financial
position. The pro forma consolidated statement of comprehensive income of JD
Group includes the statement of comprehensive income of Unitrans Auto and
Steinbuild for the 12 months ended 30 June 2010, while the pro forma
consolidated statement of financial position of JD Group includes the statement
of financial position of Unitrans Auto and Steinbuild as at 30 June 2010. The
unaudited pro forma financial information is presented for illustrative purposes
only and because of its nature, may not fairly present JD Group`s financial
position, changes in equity, results of operations or cash flows going forward.
The unaudited pro forma financial information has been prepared using accounting
policies that are consistent with IFRS and with the basis on which the
historical financial information has been prepared in terms of the accounting
policies adopted by JD Group.
The JD Group Board is responsible for the compilation, contents and presentation
of the unaudited pro forma financial information contained in this announcement
and for the financial information from which it has been prepared. Their
responsibility includes determining that the unaudited pro forma financial
information has been properly compiled on the basis stated; that the basis is
consistent with the accounting policies of JD Group; and that the pro forma
adjustments are appropriate for the purposes of the unaudited pro forma
financial information disclosed in terms of the JSE Limited Listings
Requirements.
The detailed unaudited pro forma financial information will be set out in the
Circular to be posted to JD Group shareholders in due course.
Unaudited pro forma financial effects:
Notes Before After % changes
EPS (cents) 2 304.9 357.8 17.3
HEPS (cents) 3 303.6 306.2 0.9
Fully diluted EPS (cents) 301.4 354.6 17.6
Fully diluted HEPS (cents) 300.1 303.4 1.1
NAV per Share (cents) 3,023 3,502 15.9
TNAV per Share (cents) 4 2,609 2,052 (21.4)
Weighted average number 5
of Shares (`000) 164,314 213,644 30.0
Fully diluted weighted 5 215,583 29.7
average Shares in issue
(`000) 166,253
Notes:
1. The "Before" column is based on the JD Group audited results for the year
ended 31 August 2010.
2. The pro forma EPS includes the effect of the profit on the sale of the
investment in Abra after provision for a Capital Gains Tax liability, interest
at 8,5% on the cash portion of the purchase price and expected transaction
costs.
3. The pro forma HEPS excludes the effect of the profit on the sale of Abra and
a Capital Gains Tax liability.
4. The pro forma TNAV per share is impacted by intangibles resulting from the
acquisition of Unitrans Auto amounting to R2.4 billion.
5. The pro forma financial effects have been calculated based on the assumption
that 49.33 million shares are issued.
6. No adjustment has been made in respect of a purchase price allocation as
required by IFRS 3 - Business Combinations, in any of the pro forma financial
effects.
POSTING OF CIRCULAR AND SALIENT DATES
A circular and revised listing particulars ("the Circular") is expected to be
posted to JD Group shareholders during April 2011, which Circular will contain
information in relation to the Proposed Transaction as well as a notice
convening a general meeting of JD Group shareholders for the purpose of
considering and, if deemed fit, approving the resolutions required to implement
the Proposed Transaction.
Set out below are the current expected salient dates in relation to the Proposed
Transaction:
2011
Circular and notice of General Meeting posted to
Shareholders on or about Friday,13 May
Last day to lodge forms of proxy for the General
Meeting (by 10:00) on or about Thursday,2 June
General Meeting in respect of the Proposed
Transaction (at 10:00) on or about Monday,6 June
Results of General Meeting released on SENS on or Monday,6 June
about
Results of General Meeting published in the press Tuesday,7 June
Effective Date (See note 3 below) Thursday,30 June
Notes:
(1) All times indicated above are local times in South Africa.
(2) The dates and times indicated in the table above are subject to change.
(3) Based on the assumption that all of the Conditions Precedent to the Proposed
Transaction are fulfilled or waived by 30 June 2011.
5 April 2011
Johannesburg
Financial advisor to JD Group
J.P. Morgan
Sponsor to JD Group
PSG Capital (Proprietary) Limited
Legal advisor to JD Group
Fluxmans Attorneys
Competition law advisor to JD Group
Deneys Reitz
Reporting accountants and auditors
Deloitte & Touche
Date: 05/04/2011 17:35:01 Produced by the JSE SENS Department.
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