| Tue 21 Jun 2011, 11:11 | | JDG - JD Group Limited - Circular to JD Group shareholders dated 24 May 2011 |
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JDG
JDG
JDG - JD Group Limited - Circular to JD Group shareholders dated 24 May 2011
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")
CIRCULAR TO JD GROUP SHAREHOLDERS DATED 24 MAY 2011
JD Group shareholders are referred to the Circular, dated 24 May 2011, in
relation to the proposed acquisition by JD Group of all of the shares in and
claims against the companies comprising Steinhoff International Holdings
Limited`s South African retail assets, being Unitrans Motor Enterprises
(Proprietary) Limited and Steinhoff Doors and Building Materials
(Proprietary) Limited and the proposed sale of JD Group`s interest in Abra
Spolka Akcyjna, JD Group`s Polish furniture retail business, to an associate
of Steinhoff International. Terms defined in the Circular apply to this
announcement.
Shareholders are advised that the information contained in paragraph 9 of the
Circular, relating to major shareholders, needs to be updated. The
information disclosed in the Circular was based on the number of shares held
by the Steinhoff Group as set out in the JD Group share register dated 29
April 2011, being the latest information available to JD Group as at the Last
Practicable Date. However, an additional 2.6 million shares held by the
Steinhoff Group were not included in the 29 April 2011 shareholder analysis
due to the difference in timing between the acquisition of the shares by the
Steinhoff Group and the inclusion of that information in the JD Group share
register. Therefore, Steinhoff Group held a greater number of shares as
detailed below:
- Steinhoff Group held in aggregate 9 396 346 JD Group shares
(representing 5.5% of the total JD Group shares in issue as at the Last
Practicable Date), as opposed to 6 796 346 JD Group shares (representing
4.0% of the total JD Group shares in issue) as detailed in the Circular;
and
- after implementation of the transaction, the Steinhoff Group will own in
aggregate 58 726 346 JD Group shares (representing 26.7% of the total JD
Group shares then in issue), as opposed to 56 126 346 JD Group shares
(representing 25.5% of the total JD Group shares then in issue) as
detailed in the Circular.
As at the date of this announcement, the Steinhoff Group holds in aggregate
12 338 738 JD Group shares, which means that after implementation of the
transaction, the Steinhoff Group will own in aggregate 61 668 738 JD Group
shares (representing 28.1% of the JD Group shares then in issue).
21 June 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 and corporate law advisor to JD Group
Norton Rose South Africa
Reporting accountants and auditors
Deloitte & Touche
Date: 21/06/2011 11:11:00 Produced by the JSE SENS Department.
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