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THE FOSCHINI GROUP LIMITED - NOTICE OF ANNUAL GENERAL MEETING AND INTEGRATED ANNUAL REPORT 2012

Release Date: 01/08/2012 13:21
Code(s): TFG     PDF:  
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NOTICE OF ANNUAL GENERAL MEETING AND
INTEGRATED ANNUAL REPORT 2012

THE FOSCHINI GROUP LTD – NOTICE OF ANNUAL GENERAL MEETING AND
SPECIFIC REPURCHASE
Reg. No.: 1937/009504/06
Code : TFG - TFGP
ISIN : ZAE000148466 – ZAE000148516

NOTICE OF ANNUAL GENERAL MEETING AND

INTEGRATED ANNUAL REPORT 2012
With regard to the audited results for the year ended 31 March
2012, shareholders of The Foschini Group (TFG) Limited are advised
that the integrated annual report is being distributed to
shareholders today.   Shareholders are advised that the integrated
annual report contains abridged financial information.   The
detailed annual financial statements are available in electronic
copy on our website (www.tfg.co.za) and in hardcopy on request.
These contain no significant modifications to the reviewed
preliminary condensed results that were published on SENS on 29 May
2012.   The annual financial statements were audited by KPMG Inc.,
and their report is available for inspection at the company’s
registered office.

CIRCULAR
Shareholders are advised that a circular is being distributed along
with the integrated annual report.   The circular includes notice of
the 75th annual general meeting of shareholders which will be held
at 12h15 on 3 September 2012 at Stanley Lewis Centre, 340
Voortrekker Road, Parow East, Cape Town to transact business as
stated in the notice to the annual general meeting.   The notice
contains, inter alia, authority for a proposed specific repurchase.
Salient features are detailed below.

SPECIFIC REPURCHASE
Shareholders are advised that the company seeks authority to
acquire 12 000 000 (twelve million) ordinary shares comprising
4.99% (four comma nine nine percent) of the issued share capital of
the company from its wholly owned subsidiary, Foschini Stores
(Proprietary) Limited (registration number 1982/011893/07) on 7
September 2012.   The price of the transaction will be equal to the
weighted average traded price of TFG shares measured over the 30
(thirty) business days prior to 7 September 2012, it being recorded
that it is intended that once the specific repurchase has been
completed that the 12 000 000 shares shall be cancelled as issued
shares and restored to the status of authorised share capital
forthwith.
Foschini Stores (Proprietary) Limited currently holds 24 049 824
shares in TFG.    Following the conclusion of the specific repurchase
of 12 000 000 shares, the Foschini Stores (Proprietary) Limited
holding in TFG will reduce to 12 049 824 shares.
In terms of paragraph 10.1 (b) (i) of the JSE Limited listings
requirements, Foschini Stores (Proprietary) Limited, by virtue of
its 10% shareholding in TFG, is a material shareholder as defined
and is consequently a related party to TFG.   The votes of Foschini
Stores (Proprietary) Limited will however not be taken into account
for the purposes of determining whether a quorum of shareholders is
present and it shall not vote on special resolution 3 (specific
repurchase) and ordinary resolution 12 in so far as the latter
relates to the specific repurchase.
The costs to be incurred as a result of the repurchase amount to
approximately R4 million in respect of the Securities Transfer Tax
which is payable at a rate of 0.25% of the consideration.   These
costs will have no effect on the earnings per share, headline
earnings per share, diluted earnings per share or diluted headline
earnings per share.   The impact on net asset value per share and
net tangible asset value per share is wholly immaterial.

SALIENT DATES AND TIMES
The salient dates and times in respect of the specific repurchase
are as follows:
Circular posted to shareholders           Wednesday 1 August 2012
Last day to trade                         Monday 17 August 2012
Record date                               Friday 24 August 2012
Proxy forms to be received by 12:15 on    Friday 31 August 2012
AGM to be held at 12:15 on                Monday 3 September 2012
Results of AGM released on SENS on        Monday 3 September 2012
Implementation of repurchase              Friday 7 September 2012
Cancellation of repurchased shares        Friday 7 September 2012
Results of repurchase on SENS             Monday 10 September 2012
NOTES
  1. These dates and times are subject to amendment.   Any amendment
     will be published on SENS.
  2. Offer price will be calculated using the volume weighted
     average traded price of TFG shares on the JSE over the 30
     trading days commencing on Thursday 26th July 2012 and ending
     on Thursday 6th September 2012.   Offer price will be published
     on SENS on Friday 7th September 2012.
  3. The circular is available in English only.   Copies may be
     obtained from the company secretary and the transfer
     secretaries.
Cape Town
1 August 2012
SPONSOR:
UBS South Africa (Pty) Ltd

Date: 01/08/2012 01:21:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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