| Tue 12 Jun 2012, 17:50 | | JDG - JD Group Limited - Pricing of Convertible Bond Offering |
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JDG
JDG
JDG - JD Group Limited - Pricing of Convertible Bond Offering
JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
JSE share code: JDG
ISIN: ZAE000030771
("JD Group")
PRICING OF CONVERTIBLE BOND OFFERING
1. Introduction
Shareholders of JD Group ("Shareholders") are referred to the announcement
released on the Securities Exchange News Service of the JSE Limited ("JSE")
earlier today relating to the launch of an offering of convertible bonds due
June 2017 (the "Bonds") in a nominal amount of R1.0 billion (the "Offering").
2. Pricing of the Offering
JD Group is pleased to announce that the Offering was successfully placed on
the following terms:
The Bonds will carry a semi-annual coupon of 7.5% per annum and will be
convertible into ordinary shares in JD Group ("JD Group Shares") at an initial
conversion price of R56.71, representing a 30% premium to the reference price
of R43.62, being the 5 day volume-weighted average price of JD Group Shares up
to Monday, 11 June 2012.
3. Financial effects
The table below reflects the unaudited pro forma financial effects of the
Offering, assuming that the Offering took place on 1 September 2011 for the
purposes of the statement of comprehensive income and on 31 December 2011 for
the purposes of the statement of financial position.
The pro forma financial effects have been prepared for illustrative purposes
only and, due to their nature, do not purport to be a true reflection of what
JD Group`s financial position or results would have been if the Offering had
actually occurred at an earlier date.
The board of directors of JD Group are responsible for the preparation of the
unaudited pro forma financial effects.
Reviewed before Pro forma Change
the Offering after the (%)
(cents) Offering
(cents)
Net asset value per 3 762 3 789 0.7
share
Net tangible asset 2 383 2 410 1.1
value per share
Earnings per share 168.7 181.4 7.5
("EPS")
Diluted EPS 167.7 175.9 4.9
Headline earnings per 170.1 182.8 7.5
share ("HEPS")
Diluted HEPS 168.9 177.2 4.9
Net number or 215 778 215 778 0.0
ordinary shares in
issue
Weighted average 215 613 215 663 0.0
number of ordinary
shares
in issue (`000)
Weighted average 217 244 234 878 8.1
diluted number of
ordinary shares in
issue (`000)
Notes and assumptions:
The financial information has been extracted, without adjustment, from JD
Group`s interim reviewed results for the 4 months ended 31 December 2011.
- The pro forma effects on the statement of comprehensive income assumes
the full value of the funds being utilised in the consumer finance book
yielding 18% after tax and once-off transaction costs of R11m after tax.
- Interest payable on the bond has been calculated at 7.5% before tax,
which is of a continuing nature.
- There are no post balance sheet events which need to be adjusted in the
pro forma financial effects calculation.
- The accounting policies of JD Group have been used in calculating the pro
forma financial effects.
- The pro forma net asset value per share and tangible asset value per
share, assumes the equity portion of the Bonds amounts to 7% of the total
issue value.
4. Fairness opinion
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited ("PwC") has
been appointed by the board of directors of JD Group as independent
professional expert to consider and issue an opinion on whether the terms and
conditions of the Offering are fair in so far as Shareholders are concerned.
PwC is of the opinion that the terms and conditions of the Offering are fair
to Shareholders. A copy of the opinion has been submitted to the JSE Limited
("JSE") for approval and will become available for inspection at the
registered office of JD Group (being JD House, 27 Stiemens Street,
Braamfontein, Johannesburg) for a period of two weeks from the date of
settlement.
5. Settlement and listing
It is expected that settlement of the Bonds will take place on or about
Wednesday, 20 June 2012.
JD Group will apply for admission of the Bonds to trading on the Main Board of
the JSE. It is expected that listing of the Bonds will take place on or about
Wednesday, 20 June 2012.
Johannesburg
12 June 2012
Joint Transaction Adviser, Sponsor and Joint Bookrunner
Rand Merchant Bank, a division of FirstRand Bank Limited
Joint Transaction Adviser, Sponsor and Joint Bookrunner
Standard Bank
Sponsor
PSG Capital Proprietary Limited
Independent Professional Expert
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Legal adviser to JD Group
DLA Cliffe Dekker Hofmeyr
Legal adviser to the Bookrunners
Webber Wentzel
This announcement is not for publication or distribution or release, directly
or indirectly, in the United States of America (including its territories and
possessions, any state of the United States and the District of Columbia).
This announcement does not constitute or form part of an offer or solicitation
of an offer to purchase or subscribe for securities in the United States or
any other jurisdiction. The securities referred to herein have not been and
will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold, directly or
indirectly, in the United States, absent registration or an exemption from, or
in a transaction not subject to, the registration requirements of the
Securities Act. No public offering of securities is being made in the United
States. This announcement does not and is not intended to constitute an offer
to the public in South Africa in terms of Chapter 4 of the South African
Companies Act, 2008 (as amended). Neither this announcement nor any copy of it
may be taken, transmitted or distributed, directly or indirectly in or into
the United States, Canada, Australia or Japan.
This announcement is for information purposes only and in member states of the
European Economic Area (other than the United Kingdom) is directed only at
persons who are qualified investors (as defined in article 2(1)(e) of EU
directive 2003/71/EC (the "Prospectus Directive") and the relevant
implementing rules and regulations adopted by each Member State). In the
United Kingdom, this announcement is directed only at the following persons:
investment professionals falling within article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order");
and high net worth entities, and other persons to whom it may lawfully be
communicated, falling within article 49(2)(a) to (d) of the Order.
This announcement has been issued by and is the sole responsibility of JD
Group. No representation or warranty, express or implied, is or will be made
as to, or in relation to, and no responsibility or liability is or will be
accepted by any of the Bookrunners or by any of their respective affiliates or
agents or advisers as to, or in relation to, the accuracy or completeness of
this announcement or any other written or oral information made available to
or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in the securities. Any
investment decision to buy securities in the Offering must be made solely on
the basis of publicly available information which has not been independently
verified by the Bookrunners.
The Bookrunners are acting for JD Group, and no one else, in connection with
the Offering and will not be responsible to anyone other than JD Group for
providing the protections offered to clients of the Bookrunners, nor for
providing advice in relation to the Offering.
Date: 12/06/2012 17:50:33 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.
