| Thu 23 Jun 2011, 13:29 | | JDG - JD Group - Proposed transaction with Steinhoff International Holdings |
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JDG
JDG
JDG - JD Group - Proposed transaction with Steinhoff International Holdings
Limited ("Steinhoff"): Results of general meeting
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")
PROPOSED TRANSACTION WITH STEINHOFF INTERNATIONAL HOLDINGS LIMITED
("Steinhoff"): RESULTS OF GENERAL MEETING
Shareholders are referred to the announcement released on SENS and published
in the press on 5 April 2011 and 7 April 2011 respectively, and the Circular
and Revised Listing Particulars dated 24 May 2011 ("the Circular"), detailing:
(i) the proposed acquisition by JD Group of all of the shares in and claims
against the companies comprising the South African retail assets of Steinhoff,
being Unitrans Auto and Steinbuild ("the Acquisition");
(ii) the proposed sale of JD Group`s interest in Abra, JD Group`s Polish
furniture retail business, to Steinhoff Global Investments GmbH ("the
Disposal");
(iii) the proposed allotment and issuing of 49 330 000 ordinary shares in
the share capital of JD Group to Steinhoff Africa Holdings (Pty) Ltd at an
issue price of R50-00 per share; and
(iii) unrelated to the Acquisition and Disposal, an authorisation for JD
Group to provide financial assistance to related or inter-related companies,
which authorisation has been necessitated by the Companies Act, No. 71 of 2008
("the Act") which came into force on 1 May 2011.
Terms defined in the Circular apply to this announcement.
RESULTS OF VOTING
At a general meeting of JD Group shareholders held at the Company`s registered
office on Thursday, 23 June 2011, all of the resolutions relating to above
were duly passed by a comprehensive majority.
The results of the voting are as follows:
1. 83,8% of shareholders voted in favour of Ordinary Resolution Number 1,
approving the acquisition by JD Group from Steinhoff Africa Holdings
(Pty) Ltd of all of the shares in and claims against Unitrans Motor
Enterprises (Pty) Ltd and Steinhoff Doors and Building Materials (Pty)
Ltd for a consideration of R3 168 800 000, as well as approving the sale
by JD Group International (Pty) Ltd to Steinhoff Global Investments GmbH
of all the shares in and claims against JD Group Europe BV (the owner of
Abra Spolka Akcyjna in Poland) for a consideration of R134 100 000;
2. 83,8% of shareholders voted in favour of Ordinary Resolution Number 2,
authorising the directors of the Company to allot and issue 49 330 000
ordinary shares in the share capital of JD Group to Steinhoff Africa
Holdings (Pty) Ltd at an issue price of R50-00 per share;
and
3. 95,2% of shareholders voted in favour of Special Resolution Number 1,
authorizing the Company to provide direct or indirect financial
assistance to any related or inter-related company of JD Group by way of
a general authority.
Altogether 75% of voteable shares were represented at the meeting.
CONDITIONS PRECEDENT
Shareholders are advised that the only outstanding condition precedent in
respect of the Acquisition, is the following:
the approval of the implementation of the sale of the Acquisition Assets in
terms of the Acquisition Agreements in accordance with the provisions of the
Competition Act No 89 of 1998, as amended, or in the event that such approval
is given subject to any condition/s, that Steinhoff and JD Group confirm in
writing by such date that such condition/s is/are acceptable to them;
The date for the fulfilment of the condition precedent is 30 June 2011,
although this date may be extended by written agreement between the parties,
it being agreed that there will be one automatic extension for a period not
exceeding 60 days from 30 June 2011. An announcement in respect of the
fulfilment of the abovementioned condition precedent will be published in due
course.
23 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 law and corporate law advisor to JD Group
Norton Rose South Africa
Reporting accountants and auditors
Deloitte & Touche
Date: 23/06/2011 13:29:01 Produced by the JSE SENS Department.
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