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Posting Of Circular, Notice Of General Meeting And Notice Of Scheme Meeting
Clicks Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/000645/06)
Share code: CLS ISIN: ZAE000134854
CUSIP: 18682W205
(“Clicks Group” or “the Company”)
POSTING OF CIRCULAR, NOTICE OF GENERAL MEETING AND NOTICE OF SCHEME MEETING
1. INTRODUCTION
Clicks Group proposes the authorisation, issue and listing of perpetual, cumulative, no par value
preference shares (“Preference Shares”) for an amount of R500 000 000 to R900 000 000, so as
to enable Clicks Group to buy-back ordinary shares pro-rata from all Clicks Group shareholders
by way of a scheme of arrangement (“the Proposed Buy-back”).
The issuance of the Preference Shares and the Proposed Buy-back will include, inter alia, the
following steps:
• the creation of 20 000 000 Preference Shares, and the initial issue of 5 000 000 to 9 000 000
Preference Shares;
• the amendment to the Clicks Group memorandum of incorporation (“MOI”) to incorporate the
rights, privileges, restrictions and conditions attaching to the Preference Shares;
• the primary listing of the Preference Shares on the JSE; and
• in terms of section 48 of the Companies Act, 2008 (Act 71 of 2008), as amended (“Act”), the
proposed acquisition by Clicks Group from all its shareholders on a pro rata basis of between
3.4% — 6.2% of the Clicks Group ordinary shares (excluding existing treasury shares), in
terms of the scheme of arrangement in terms of section 114 of the Act, for a consideration of
R58.97 per Clicks Group ordinary share bought back.
(collectively, the “Proposed Transactions”).
The proposed cash scheme consideration of R58.97 per scheme share represents a premium of
3%, 8% and 7% to the dividend adjusted 30, 60 and 90 day VWAP’s of the Clicks Group share
price respectively, at 15 November 2013, being the date of release of the preliminary
announcement on SENS.
The dividend adjusted 30 day VWAP of the Clicks Group share price, as at 15 November 2013, is
calculated after adjusting for the final ordinary dividend of R1.195 announced by Clicks Group on
24 October 2013, which will be paid to Clicks Group shareholders on 27 January 2014, prior to
the scheme operative date. Therefore, this dividend should not be included in the calculation of
the scheme consideration and is removed from the VWAP calculation.
2. RATIONALE
The Company wishes to optimise its capital base in order to enhance shareholder value through
the diversification of its current capital structure into more stable permanent Preference Shares,
which are currently trading at favourable yields.
The proposed creation of the 20 000 000 Preference Shares, and the initial issue of 5 000 000 to
9 000 000 Preference Shares will provide capital via an instrument with a predictable yield which
will enable the Company to implement the Proposed Buy-back. The Proposed Buy-back will be
pro-rata from all Clicks Group ordinary shareholders by way of a scheme of arrangement, utilising
the proceeds from the issue of the Preference Shares.
3. SALIENT TERMS OF THE PREFERENCE SHARES
The Preference Shares are cumulative, non-participating, no par value preference shares. The
Company will apply for a primary listing of the Preference Shares on the JSE.
The Preference share terms are set out in amendments to the MOI attached as annexure VI to
the circular sent to Clicks Group shareholders. Clicks Group shareholders should refer to the
circular for full particulars of the terms and conditions of the Preference Shares.
4. CONDITIONS PRECEDENT
4.1 The scheme will be subject to the fulfillment or waiver (in whole or in part by Clicks Group), of
certain conditions precedent normal for a transaction of this nature, including, inter alia:
4.1.1 the approval of the scheme by the requisite majority of Clicks Group shareholders at the
general meeting, as contemplated in section 115(2) (a) of the Act,
4.1.2 the approval of the scheme by the requisite majority of scheme members at the scheme
meeting, as contemplated in section 115(2)(a) of the Act, and;
4.1.3 Clicks Group raising not less than R500 000 000 through the issue of Preference
Shares.
5. SALIENT DATES AND TIMES
The salient dates and times are summarised below:
Circular and notice of general meeting and scheme meeting
posted to shareholders on Thursday, 19 December 2013
Last day to trade Clicks Group Shares in order to be
recorded in the register to vote at the general meeting and
scheme meeting Friday, 10 January 2014
Voting record date for general meeting and scheme meeting Friday, 17 January 2014
Last day to lodge forms of proxy for the general meeting (by
10:00) and the scheme meeting (by 10:15) Tuesday, 28 January 2014
General meeting held (at 10:00 or immediately after the
conclusion or adjournment of the annual general meeting) Thursday, 30 January 2014
Scheme meeting held (at 10:15 or immediately after the
conclusion or adjournment of the general meeting) Thursday, 30 January 2014
Results of the general meeting and scheme meeting
released on SENS on (expected date) Thursday, 30 January 2014
6. SHAREHOLDER SUPPORT
Clicks Group has already received support from certain Clicks shareholders, holding
approximately 29% of the Clicks Group ordinary shares to vote in favour of the proposed
resolutions at the general meeting and scheme meeting.
7. OPINIONS, RECOMMENDATIONS AND UNDERTAKINGS
The directors have considered the terms and conditions of the scheme and are of the unanimous
opinion that those terms and conditions are in the best interests of the Clicks Group shareholders.
Accordingly, the directors support the scheme and recommend that Clicks Group shareholders
vote in favour of the scheme and the resolutions to be proposed at the general meeting and
scheme meeting. The directors of Clicks Group who hold Clicks Group shares intend to vote in
favour of all resolutions proposed at the general and scheme meeting in respect of their own
respective holdings of Clicks Group shares.
Grant Thornton Advisory Services Cape Proprietary Limited has been appointed as the
Independent Expert to address the requirements of the Act, and have concluded that the
Proposed Buy-back is fair and reasonable.
8. PUBLICATION OF CIRCULAR AND NOTICES OF GENERAL MEETING AND SCHEME MEETING
A circular containing the full details of the Proposed Transactions and incorporating a notice of
general meeting and notice of scheme meeting has been posted to Clicks Group shareholders,
dated Thursday, 19 December 2013. The circular will be available on the Clicks website
(http://www.clicksgroup.co.za).
The general meeting will be held at Clicks Group’s registered office; Cnr Searle and Pontac
Street, Woodstock, Cape Town, 8001, on Thursday, 30 January 2014 at 10:00 (or immediately
after the conclusion or adjournment of the annual general meeting), to consider and, if deemed fit,
pass, with or without modification, the ordinary and special resolutions required to implement the
Proposed Transactions.
The scheme meeting will be held at Clicks Group’s registered office; Cnr Searle and Pontac
Street, Woodstock, Cape Town, 8001, on Thursday, 30 January 2014 at 10:15 (or immediately
after the conclusion or adjournment of the general meeting), to consider and, if deemed fit, pass,
with or without modification, the ordinary and special resolutions required to approve the scheme
of arrangement.
Cape Town
19 December 2013
Investment Bank, Corporate Advisor and Sponsor
Investec Corporate Finance
Corporate Legal Adviser
Bowman Gilfillan Inc
Reporting accountants and auditors
Ernst & Young Inc
Independent expert
Grant Thornton Advisory Services Cape Proprietary Limited
Date: 19/12/2013 04:00:00 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
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