| Fri 30 Mar 2012, 16:15 | | SHF/JDG - Steinhoff International / JD Group - Partial offer by Steinhoff to |
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JDG SHF
JDG SHF
SHF/JDG - Steinhoff International / JD Group - Partial offer by Steinhoff to
Independent JD Group Shareholders becomes unconditional and revised salient
dates
Steinhoff International Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/003951/06)
ISIN: ZAE000016176
JSE code: SHF
("Steinhoff")
JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
ISIN: ZAE000030771
JSE code: JDG
("JD Group")
PARTIAL OFFER BY STEINHOFF TO INDEPENDENT JD GROUP SHAREHOLDERS BECOMES
UNCONDITIONAL AND REVISED SALIENT DATES
1. Introduction
Shareholders of JD Group ("JD Group Shareholders") and Steinhoff
("Steinhoff Shareholders") (collectively "Shareholders") are referred to
the joint announcement released by JD Group and Steinhoff on the
Securities Exchange News Service ("SENS") of the JSE Limited ("JSE") on
Tuesday, 20 March 2012 relating to the partial offer by Steinhoff
("Partial Offer") to all JD Group Shareholders other than Steinhoff
("Independent JD Group Shareholders"), to tender and sell 26.2% of their
shares in JD Group ("JD Group Shares") to Steinhoff in exchange for
shares ("KAP Shares") in KAP International Holdings Limited ("KAP") on
the basis of 16 KAP Shares for each JD Group Share held on the closing
date of the Partial Offer.
On completion of the Partial Offer, Steinhoff will acquire 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% holding
of JD Group`s Net Issued Share Capital on Friday, 10 February 2012, will
result in Steinhoff holding approximately 50.1% of JD Group`s Net Issued
Share Capital.
2. Fulfillment of conditions precedent
Shareholders are advised that all the conditions precedent (including
approval by the Competition Authorities) as set out in the combined
circular to Independent JD Group Shareholders dated Saturday, 11 February
2012 ("Combined Circular"), have now been fulfilled. To the extent that
Steinhoff does not receive acceptances from Independent JD Group
Shareholders in respect of 38.2 million JD Group Shares ("Minimum
Acceptance Level"), the call options granted to Steinhoff and the
undertakings to sell JD Group Shares to Steinhoff, as detailed in the
Combined Circular, will be exercised by Steinhoff to satisfy the Minimum
Acceptance Level.
Accordingly, the Partial Offer has now become unconditional.
3. Salient dates and times in relation to the Partial Offer
As one of the Conditions Precedent of the Partial Offer, Independent JD
Group Shareholders approved the Partial Offer at a General Meeting held
on Monday, 12 March 2012. Accordingly, if they have not already done so,
any Independent JD Group Shareholder who wishes to accept the Partial
Offer must surrender the relevant number of JD Group Shares in accordance
with the salient dates and times below and the procedure set out in the
Combined Circular, before 12:00 on Friday, 20 April 2012.
The salient times and dates of the Partial Offer have been revised as set
out below:
2012
Partial Offer becomes unconditional Friday, 30 March
Last day to trade in JD Group Shares on the JSE to
be eligible to participate in the Partial Offer Friday,13 April
Record date to participate in the Partial Offer Friday, 20 April
Partial Offer closes at 12:00 Friday , 20 April
Forms of acceptance and surrender to be received by
Computershare Investor Services Proprietary Limited Friday, 20 April
by 12:00
Results of the Partial Offer to be released on SENS Monday, 23 April
Last day for dematerialised JD Group Shareholders to
have their accounts at their Central Securities
Depository Participant ("CSDP") updated in terms of Monday, 23 April
note 1 below
Last day for share certificates in respect of KAP
Shares and balance share certificates in respect of
JD Group Shares (where applicable) to be posted in Monday, 23 April
terms of note 2 below
Dematerialised JD Group Shareholders will have their
accounts at their CSDP updated in terms of excess Thursday, 26
allocations April
Share certificates in respect of KAP Shares and
balance share certificates in respect of JD Group Thursday, 26
Shares (where applicable) will be posted in terms of April
excess allocations
Notes:
1. The KAP Shares due to dematerialised JD Group Shareholders,
excluding any excess allocations, will not be posted to such JD
Group Shareholders but will be transferred, at his/her risk, to
his/her CSDP or broker on or about Monday, 23 April 2012, subject to
receipt of valid acceptances.
2. The KAP Shares due to certificated JD Group Shareholders, excluding
any excess allocations, will be posted on or about Monday, 23 April
2012, subject to receipt of valid acceptances.
3. All times indicated above are South African times. Any amendments
to the dates and times as set out above will be released on SENS.
Share certificates may not be dematerialised or rematerialised
between Monday, 16 April 2012 and Friday, 20 April 2012, both days
inclusive.
Johannesburg
30 March 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 as set out in the Combined Circular
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: 30/03/2012 16:15:03 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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