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Rights Offer Update, Appointment of Directors, Changes to Board Committees, Tender Offer Final Results Confirmation
JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
JSE code: JDG ISIN: ZAE000030771
Convertible bond stock code: JDGCB ISIN: ZAE000168415
("JD Group" or "the Company")
RIGHTS OFFER UPDATE, APPOINTMENT OF INDEPENDENT NON-EXECUTIVE
DIRECTORS, CHANGES TO BOARD COMMITTEES AND TENDER OFFER FINAL
RESULTS CONFIRMATION
1. INTRODUCTION
Shareholders of JD Group are referred to the announcement released
on SENS on 11 April 2014 wherein it was stated, inter alia, that JD
Group would proceed with a rights offer to raise approximately R2.5
billion, which rights offer was to be underwritten by Steinhoff
International Holdings Ltd ("Steinhoff") (the "Rights Offer").
2. RIGHTS OFFER UPDATE
The executive management of JD Group is focused on implementing
the remedial steps necessary to restore JD Group to operational
profitability. In order to assist the executive management, the
JD Group board of directors (“the Board”) has resolved that the
funding and treasury function of JD Group should in future be
undertaken by Steinhoff, as part of the latter’s central treasury
function. As a consequence, JD Group’s funding requirements has
shifted to Steinhoff central treasury and will henceforth be
represented as a Steinhoff shareholder’s term loan at market
related terms. In addition it has been agreed that Steinhoff will
provide further group services as required by JD Group on an arms’
length basis.
Given the above, the amount of the equity capital injection required
by JD Group has been reduced to approximately R1.0 billion, the proceeds
of which will be utilised to reduce JD Group’s debt, primarily the
redemption of the JD Group Convertible Bonds to the extent that
bondholders exercise their rights to elect early redemption pursuant
to the change of control notice released on SENS on 14 April 2014.
As a result of the reduced quantum of the rights offer, the special
resolution in terms of section 41(3) of the South African Companies Act,
No. 71 of 2008 as amended (“the Act”), is no longer required and accordingly
no further shareholder action is required in respect of this resolution.
The finalisation announcement in respect of the Rights Offer will be
released on SENS on or before 29 May 2014.
3. APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND CHANGES
TO BOARD COMMITTEES
In accordance with paragraph 3.59 of the Listings Requirements of the
JSE Limited, shareholders are advised of the following appointments to
the Board and its committees.
The Board has resolved that Dr Steve Booysen, Mr Dave Brink and Dr Theunie
Lategan be appointed as independent non-executive directors of JD Group
with effect from 14 May 2014. They have also been appointed as members of
JD Group’s Audit Committee with effect from the same date. These appointments
will be ratified at the next annual general meeting of the Company.
In addition, the functions and obligations of the JD Group Risk Management
Committee have been incorporated into those of the Audit Committee.
The functions of the Remuneration Committee of JD Group will
continue to be performed by Messrs Vusi Khanyile, Steve Müller
and Markus Jooste, all being current non-executive directors
of JD Group, with the majority being independent.
4. TENDER OFFER FINAL RESULTS CONFIRMATION
Shareholders of JD Group are referred to the various announcements
regarding the Tender Offer by Steinhoff to acquire JD Group shares.
In accordance with section 122(3)(b) of the Act, and section 3.83(b)
of the JSE Limited Listings Requirements, shareholders are hereby advised
that the Company has received notification in the prescribed form that
Steinhoff has, following the completion of the settlements in terms of
the Tender Offer, increased its total interest in the ordinary shares of
the Company to 85.83%, net of treasury shares.
BY ORDER OF THE BOARD
Steinhoff Africa Secretarial Services (Pty) Ltd
COMPANY SECRETARY
Johannesburg
21 May 2014
Sponsor – PSG Capital Proprietary Limited
Date: 21/05/2014 05:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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