| Mon 13 Feb 2012, 14:08 | | SHF/JDG - Steinhoff/JD Group - Joint announcement |
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JDG SHF
JDG SHF
SHF/JDG - Steinhoff/JD Group - Joint announcement by Steinhoff and JD Group
relating to the combined circular to JD Group shareholders and notice of general
meeting to JD Group shareholders
Steinhoff International Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/003951/06)
Share code: SHF
ISIN: ZAE000016176
("Steinhoff")
JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
ISIN: ZAE000030771
JSE code: JDG
("JD Group")
JOINT ANNOUNCEMENT BY STEINHOFF AND JD GROUP RELATING TO THE COMBINED CIRCULAR
TO JD GROUP SHAREHOLDERS AND NOTICE OF GENERAL MEETING TO JD GROUP SHAREHOLDERS
1. Introduction and background
Shareholders of Steinhoff ("Steinhoff Shareholders") and JD Group ("JD
Group Shareholders") are referred to the announcements released by
Steinhoff and JD Group, respectively, on the Securities Exchange News
Service ("SENS") of the JSE Limited on 26 January 2012 ("SENS
Announcements"), which outlined Steinhoff`s firm intention to extend a
partial offer ("Partial Offer") to all JD Group Shareholders other than
Steinhoff ("Independent JD Group Shareholders"). In terms of the Partial
Offer, Independent JD Group Shareholders will be entitled to tender and
sell 26.2% of their shares in JD Group ("JD Group Shares") to Steinhoff
based on an exchange ratio of 16 shares in KAP International Holdings
Limited ("KAP") ("Consideration Shares") for each share in JD Group ("JD
Group Share") held on the closing date of the Partial Offer.
On completion, the Partial Offer will result in Steinhoff acquiring an
additional 38.2 million JD Group Shares, being 17.7% of the current issued
share capital (excluding treasury shares) of JD Group ("JD Group`s Net
Issued Share Capital"), which together with Steinhoff`s existing 32.4%
shareholding in JD Group, will result in Steinhoff holding 50.1% of JD
Group`s Net Issued Share Capital.
Independent JD Group Shareholders are hereby advised that a combined
Partial Offer circular containing details of the Partial Offer and
incorporating a notice of general meeting ("Combined Circular") was posted
to Independent JD Group Shareholders on Saturday, 11 February 2012. The
Combined Circular is available on both JD Group`s website at
www.jdgroup.co.za and Steinhoff`s website at
www.steinhoffinternational.com.
2. Opinion by the independent expert
The independent board of JD Group comprising Mr VP Khanyile, Mr MP Matlwa,
Mr JH Schindehutte and Mr MJ Shaw ("the Independent Board") were tasked to
consider whether the terms and conditions of the Partial Offer are fair
and/or reasonable to Independent JD Group Shareholders. In discharging its
obligations, the Independent Board undertook an independent assessment of
the terms of the Partial Offer and engaged PricewaterhouseCoopers Corporate
Finance Proprietary Limited ("the Independent Expert") to provide an
opinion as to whether the terms and conditions of the Partial Offer are
fair and/or reasonable to the Independent JD Group Shareholders, as
required by regulation 110(1) of the regulations published by the Minister
of Trade and Industry in terms of section 223 of the Companies Act, 71 of
2008, as amended ("the Act").
In this regard, the Independent Expert has advised the Independent Board
that it has considered the terms and conditions of the Partial Offer and is
of the opinion that these terms and conditions are fair and reasonable to
Independent JD Group Shareholders ("Fair and Reasonable Opinion").
A copy of the Independent Expert`s Fair and Reasonable Opinion is set out
in the Combined Circular.
3. Recommendation of the Independent Board
The Independent Board, taking into account the Fair and Reasonable Opinion
of the Independent Expert, has considered the terms and conditions of the
Partial Offer and is of the opinion that the terms and conditions thereof
are fair and reasonable to Independent JD Group Shareholders. In
particular, the Independent Board has considered the fair value range
determined by the Independent Expert and is in agreement with the fair
value range so determined and has placed reliance on the valuation
performed by the Independent Expert. In formulating its opinion the
Independent Board has considered the price and the value of JD Group Shares
relative to the price and value per KAP share. There were no factors
considered to be too difficult to quantify or unquantifiable by the
Independent Board when formulating its opinion. Accordingly, the
Independent Board recommends that Independent JD Group Shareholders vote in
favour of the ordinary resolutions to be proposed at the JD Group general
meeting. The resolutions allow the Partial Offer to be approved.
4. Unaudited pro forma financial effects
The pro forma financial effects of the Partial Offer on JD Group, as well
as the pro forma financial effects on an Independent JD Group Shareholder
accepting the Partial Offer are set out in the Combined Circular.
5. Conditions precedent
The Partial Offer remains subject to the conditions precedent as set out in
the announcement released by Steinhoff on 26 January 2012 and which are set
out in the Combined Circular.
6. Notice of general meeting
As provided in terms of Section 125(3)(b)(ii) of the Act, because the
Independent JD Group Shareholders control more than 50% of the general
voting rights of all the issued JD Group Shares, the Partial Offer must be
approved by a simple majority of Independent JD Group Shareholders present
and voting at a general meeting of JD Group Shareholders.
Accordingly, a general meeting of JD Group Shareholders will be held on
Monday, 12 March 2012 at 12:00 in the David Sussman Auditorium, Ground
Floor, JD House, at 27 Stiemens Street, Braamfontein, Johannesburg for the
purposes of considering and if deemed fit, passing the ordinary resolutions
required to approve the Partial Offer in terms of section 125(3)(b)(ii) of
the Act ("JD Group General Meeting").
7. Important dates and times
The important dates and times in relating to the JD Group General Meeting
are set out below.
Important dates and time in respect of the JD 2012
Group General Meeting
Last day to trade in order to be eligible to
participate and vote at the JD Group General Friday, 24 February
Meeting on
Record date in order to be eligible to
participate and vote at the JD Group General Friday, 2 March
Meeting on
Forms of proxy for the JD Group General Meeting
to be received by 12:00 on Thursday, 8 March
JD Group General Meeting to be held at 12:00 on Monday, 12 March
Results of the JD Group General Meeting to be
released on SENS on Monday,12 March
Results of the JD Group General Meeting to be
published in the South African press on Tuesday, 13 March
The Partial Offer opened today, and will remain open for at least 30
business days. . The KAP Transaction (as defined in the SENS Announcements)
was approved by KAP Shareholders on 18 January 2012. The only remaining
condition precedent to which the KAP Transaction is subject, is the
approval of the competition authorities in South Africa ("Competition
Authorities"). Accordingly, the closing date of the Partial Offer will
depend on the timing on which such approval, as well as the approval of the
Competition Authorities of the change of control pursuant to the Partial
Offer, is obtained and the fulfillment of the remainder of the conditions
precedent. A further announcement in respect of the salient dates and times
of the Partial Offer will be released immediately after the approval of the
Competition Authorities in respect of both transactions has been obtained.
Johannesburg
13 February 2012
Investment bank and transaction sponsor to Steinhoff in relation to the Partial
Offer
The Standard Bank of South Africa Limited
Investment bank and transaction sponsor to Steinhoff in relation to the KAP
Transaction
Investec Corporate Finance
Sponsor to Steinhoff
PSG Capital Proprietary Limited
Legal adviser to Steinhoff
Cliffe Dekker Hofmeyr Inc.
Sponsor to JD Group
PSG Capital Proprietary Limited
Legal adviser to JD Group
Fluxmans Inc.
Independent reporting accountants to JD Group
Deloitte
Independent expert
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Date: 13/02/2012 14:00:02 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
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,
information disseminated through SENS.
