THE FOSCHINI GROUP LIMITED - No change statement - Notice of AGM

No change statement - Notice of AGM

THE FOSCHINI GROUP LTD – NOTICE OF ANNUAL GENERAL MEETING AND
INTEGRATED ANNUAL REPORT 2014
Reg. No.: 1937/009504/06
Code : TFG - TFGP
ISIN : ZAE000148466 – ZAE000148516
("TFG" or "company")

NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING
Shareholders of TFG are advised that the integrated annual report,is being distributed to shareholders today,4 August 2014. In
addition,shareholders are advised that the integrated annual report contains abridged financial information and that the
detailed annual financial statements are available in electronic copy on the TFG website (www.tfglimited.co.za).Hardcopies are
also available upon request.


The financial information included in the integrated annual report
contains no material modifications to the reviewed preliminary
condensed consolidated results that were published on SENS on 29
May 2014. The annual financial statements were audited by KPMG Inc.,and their unqualified audit report is available for
inspection at the company’s registered office.


CIRCULAR AND NOTICE OF ANNUAL GENERAL MEETING
Shareholders are advised that a circular is being distributed
together with the integrated annual report. The circular includes
the notice of the 77th annual general meeting of shareholders which
will be held at 12h15 on 1 September 2014 at Stanley Lewis Centre,
340 Voortrekker Road, Parow East, Cape Town to transact business as
stated in the notice of the annual general meeting. The notice
contains, inter alia, authority for a proposed specific repurchase.
Salient features appear below.


SPECIFIC REPURCHASE
Shareholders are advised that TFG will be seeking an authority to
acquire 11 000 000 (eleven million) ordinary shares comprising
4.95% (four comma nine percent) of the issued share capital of TFG
from its subsidiary Foschini Stores (Proprietary) Limited on the
effective date, to be determined between the parties. The purchase
price of the shares will be equal to the weighted average traded
price of TFG shares measured over the 30 (thirty) business days
prior to the effective date, it being recorded that it is intended
that once the specific repurchase has been completed, the 11 000
000 shares will be cancelled as issued shares and restored to the
status of authorised share capital.


Foschini Stores (Proprietary) Limited currently holds 12 049 824
shares in TFG.  Following the conclusion of the specific
repurchase, Foschini Stores (Proprietary) Limited’s holding will
decrease to 1 049 824 shares in TFG. In terms of the JSE Listings
Requirements the votes of Foschini Stores (Proprietary) Limited
will not be taken into account in determining whether a quorum of
shareholders is present and it shall not vote on special resolution
2 (specific repurchase) and ordinary resolution 11 insofar as the
latter relates to the specific repurchase.


The costs to be incurred as a result of the repurchase amount to
approximately R3.2million  (three point two million Rand)in
respect of Securities Transfer Tax which is payable at a rate of
0.25% (zero point two five percent) of the consideration. This
cost will have an insignificant effect on earnings per   share,
headline earnings per    share, net asset  value per share, net
tangible asset value per   share,    diluted earnings per share or
diluted headline earnings per share.


IMPORTANT DATES AND TIMES APPLICABLE TO SPECIFIC REPURCHASE
  •    Circular emailed or posted to shareholders                       4  August 2014
  •    Last day to trade in order to be able to attend,
       participate and vote at the AGM                                  15 August 2014
 •     Record date to be able to attend, participate and vote at the
       AGM                                                              22 August 2014
 •     Closing date for applications to participate electronically in
       the AGM (12h15)                                                  22 August 2014
 •     Proxy forms for the AGM to be received by
       12h15 on                                                         29 August 2014
      •    Annual general meeting/AGM of shareholders to be held at
           12h15                                                         1 September 2014
      •    Implementation of specific repurchase as soon as
           possible after special resolution number 2 is passed
      •    Cancellation of repurchased shares as soon as
           possible after the   implementation of the specific
           repurchase
NOTES:
1. The dates and times are subject to amendment. Any amendment will
be published on SENS.
2.   The    offer   price   for   the   shares   to   be repurchased  will   be
calculated using the volume weighted average traded price of TFG
shares on the JSE over the 30 business/trading days immediately
before implementation of the repurchase.
3. The circular is available in English only.  Copies may be
obtained from the company secretary and the transfer secretaries.




4 August 2014
SPONSOR:
UBS South Africa (Pty) Ltd

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