| Fri 11 Apr 2014, 16:00 | | JD GROUP LIMITED - Rights offer convertible bond changes to the board and related governance matters |
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JDG 201404110036A
Rights offer, convertible bond, changes to the board and related governance matters
JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
JSE share code: JDG ISIN: ZAE000030771
JSE Bond code: JDGCB ISIN: ZAE00016841
("JD Group" or "the Group")
RIGHTS OFFER, CONVERTIBLE BOND, CHANGES TO THE BOARD AND RELATED
GOVERNANCE MATTERS
RIGHTS OFFER
JD Group shareholders (“Shareholders”) are referred to the
announcement dated 25 March 2014, wherein it was indicated that the
board of directors of JD Group (“the Board”) has resolved, subject
to the requisite regulatory approvals, to proceed with a Rights
Offer of approximately R2 500 million (“Rights Offer”), to be fully
underwritten by Steinhoff International Holdings Limited
(“Steinhoff”) and/or its nominee.
In this regard, the salient terms of the Rights Offer are set out
below. The Rights Offer shares will be issued at a price of R25.00
per JD Group share (being the closing price of a JD Group share
traded on the JSE Limited as at 10 April 2014). Based on a ratio of
entitlement of 44 Rights Offer shares for every 100 JD Group shares
held on the record date for the Rights Offer (net of treasury
shares), the quantum of the Rights Offer will amount to
approximately R2 482.5 million and the Rights Offer will result in
the issue of 99 299 930 ordinary shares in JD Group on closing of
the Rights Offer.
The Rights Offer shares will collectively represent in excess of 30%
(thirty percent) of the total voting power of all the shares held by
Shareholders immediately before the issue thereof. The Rights Offer
therefore requires the approval of Shareholders by way of a special
resolution (“Proposed Special Resolution”) in terms of section 41(3)
of the Companies Act No 71 of 2008 (“Companies Act”).
The voting required will be conducted in terms of section 60 of the
Companies Act and a circular to Shareholders in this regard will be
posted on or about 16 April 2014. The last day to trade to be a
Shareholder on the record date for the section 60 resolution was
10 April 2014 and the record date for voting on the section 60
resolution will be 17 April 2014.
This special resolution will be approved once Steinhoff has
exercised the irrevocable undertaking they have provided to vote in
favour of the requisite Proposed Special Resolution.
The declaration data including the salient dates applicable to the
Rights Offer will be published on or before 29 May 2014.
CONVERTIBLE BOND UPDATE
Shareholders are further referred to the announcement dated
1 April 2014, regarding the change of control notice to holders of
JD Group’s ZAR1,000,000,000 7.5% Fixed Rate Senior Unsecured
Convertible Bond (“Convertible Bond”). In this regard, JD Group
hereby confirms that the detailed change of control notice, as
defined in Section 9.7 of the Convertible Bond offering circular,
will be released on Monday 14 April 2014.
CHANGES TO THE BOARD AND COMPANY SECRETARY
Shareholders are further referred to the announcement by Steinhoff,
dated 2 April 2014, in which Steinhoff confirmed that the Tender
Offer by Steinhoff to acquire up to 98% of the issued ordinary
shares in JD Group, excluding treasury shares ("Tender Offer")
closed on 4 April 2014 and that Steinhoff had increased its
beneficial interest in JD Group to 86%.
As a result of the increase in Steinhoff’s shareholding and in
compliance with paragraph 3.59(a) of the Listings Requirements of
the JSE Limited (“Listings Requirements”), JD Group Shareholders are
hereby advised that certain changes, as set out below, will be made
to the Board, certain committees of the Board and the Company
Secretary, with effect from Monday, 14 April 2014.
Mr. Peter Griffiths, currently Acting Chief Executive Officer
(“CEO”) will be appointed as CEO of JD Group. Mr. David Sussman, who
was on compassionate leave, will retire as a result of his personal
circumstances. The Board wishes to extend a special word of
gratitude to Mr. David Sussman for his invaluable contribution and
dedication to JD Group. Mr. Sussman has agreed to remain available
to continue to advise and support the Group, he founded 30 years
ago.
Furthermore, given the significant interest held by Steinhoff
following the Tender Offer and in line with the Board’s focus on
containing costs and streamlining operations at JD Group, the Board
has taken a decision to reduce the number of Board members and to
rationalise the JD Group Board committees.
In this regard, the following non-executive directors have indicated
their willingness to step down and have tendered their resignations
with effect from the aforementioned date:
Ms. Nerina Bodasing;
Dr. Len Konar;
Mr. Matsobane Matlwa; and
Mr. Jacques Schindehütte.
The Board thanks the aforementioned directors for the role they have
played and their contributions to the JD Group, and wishes them well
for the future.
In line with the requirements of section 94 of the Companies Act and
paragraph 3.84(d) of the Listings Requirements, the functions of the
JD Group audit and risk committee, Human Resources and Remuneration
Committee, and the Social and Ethics Committee will in future be
conducted by the relevant committees of Steinhoff (all of whom are
led by independent non-executive directors of Steinhoff) tasked with
these matters.
Finally, in line with the requirements of the relevant sections as
of Chapter 3, Part B of the Companies Act, the Board has decided to
appoint Steinhoff Africa Secretarial Services (Pty) Ltd (“SASS”) as
Company Secretary with effect from the date referred to above. Mr
Johann Pieterse will resign as Company Secretary and has been
appointed as a director of SASS.
By order of the Board
Johannesburg
11 April 2014
Sponsor: PSG Capital (Pty) Ltd
Date: 11/04/2014 04:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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