JD GROUP LIMITED - Posting of Circular and a Notice Convening the General Meeting

Release Date: 14/05/2015 17:00
Code(s): JDG
 
Wrap Text
Posting of Circular and a Notice Convening the General Meeting

JD GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
JSE share code: JDG ISIN: ZAE000030771
(“JD Group”)


POSTING OF CIRCULAR AND A NOTICE CONVENING THE GENERAL MEETING


1. INTRODUCTION

  JD Group shareholders (“JD Group Shareholders”) are referred to the joint firm intention announcement
  released by Steinhoff International Holdings Limited (“Steinhoff”) and JD Group on the stock exchange
  news service (“SENS”) operated by the JSE Limited (“JSE”) on 21 April 2015 in which Steinhoff announced
  its firm intention to acquire the remaining issued share capital of JD Group that it does not already own
  (“Remaining Shares”) by way of a scheme of arrangement (“Scheme”) or a substitute offer to the holders
  of Remaining Shares (“Remaining Shareholders”) (“Substitute Offer”), accompanied by a de-listing of JD
  Group (“Combined Scheme and Offer Proposal”).

  JD Group Shareholders are hereby advised that a circular (“Circular”) containing, inter alia, details of the
  Combined Scheme and Offer Proposal, a notice convening the general meeting (“General Meeting”), a form
  of proxy, a form of surrender and transfer and a Substitute Offer form, has been posted to JD Group
  Shareholders today, 14 May 2015.

2. NOTICE CONVENING THE GENERAL MEETING

  The General Meeting of JD Group Shareholders will be held at 10h00 on Friday, 12 June 2015, in the ID
  Sussman Auditorium on the Ground Floor at JD House, 27 Stiemens Street, Braamfontein, Johannesburg
  to consider and, if deemed fit, pass, with or without modification, the special resolution to implement the
  Scheme (“Special Resolution”) and the ordinary resolution to delist JD Group from the JSE.


  The important dates and times in relation to the General Meeting are set out below:

   Action                                                                                                           2015
   Record date to determine which JD Group Shareholders are entitled to receive the Circular               Friday, 8 May
   on

   Posting of the Circular to JD Group Shareholders and notice convening General Meeting                Thursday, 14 May
   released on SENS on

   Notice convening General Meeting published in the South African press on                               Friday, 15 May

   Voting last day to trade, being the last day to trade in JD Group ordinary shares in order to          Friday, 29 May
   be recorded in the JD Group share register (“Register”) to vote at the General Meeting
   (see note 4 below) on

   Voting record date, being the date on which a JD Group Shareholder must be recorded in                 Friday, 5 June
   the Register in order to be eligible to attend and participate in the General Meeting and to
   vote thereat on

   Form of proxy in respect of the General Meeting to be lodged for administrative purposes,          Wednesday, 10 June
   by 10h00 on

   Last date and time for JD Group Shareholders to give notice to JD Group objecting to the              Friday, 12 June
   General Meeting to be held at 10h00 on

   General Meeting held at 10h00 on                                                                      Friday, 12 June

   Results of the General Meeting published on SENS on                                                   Friday, 12 June


Timetable if the Scheme is approved by the Remaining Shareholders

Action                                                                                                              2015
Last day for Remaining Shareholders who voted against the Scheme to require JD Group                     Monday, 22 June
to seek court approval for the Scheme in terms of section 115(3)(a) of the Companies Act
2008, (Act No. 71 of 2008) as amended (“Companies Act”) on

Last day to send the notice of adoption of the Special Resolution to dissenting                          Monday, 29 June
shareholders, in accordance with section 164 of the Companies Act on

Last day for a Remaining Shareholder who voted against the Scheme to apply to court for                  Monday, 29 June
leave to apply for a review of the Scheme in terms of section 115(3)(b) of the Companies
Act on

Last day for dissenting shareholders to demand that JD Group acquire their shares at fair                Monday, 27 July
value, in accordance with section 164 of the Companies Act (assuming that the notice of
adoption of the Scheme Resolution is received by a dissenting shareholder on Monday 29
June 2015) on


The following dates assume that no court approval or review of the Scheme is required and will be confirmed in the
finalisation announcement if the Scheme becomes unconditional

Receive compliance certificate from the Take-over Regulation Panel (“TRP”) on                          Tuesday, 30 June

Finalisation announcement published on SENS on                                                         Tuesday, 30 June

Application for the delisting of JD Group ordinary shares lodged with the JSE on                       Thursday, 2 July

Expected last day to trade in JD Group ordinary shares in order to be recorded in the                   Friday, 10 July
Register on the record date (Scheme last day to trade) on

Expected date of the suspension of the listing of the JD Group ordinary shares on the JSE               Monday, 13 July
on

Expected Scheme record date, being the date on which Remaining Shareholders must be                     Friday, 17 July
recorded in the Register to receive the consideration in terms of the Scheme on

Expected implementation date of the Scheme - payment of the consideration in terms of                   Monday, 20 July
the Scheme and transfer of the Shares held by Remaining Shareholders on

Expected termination of the listing of JD Group ordinary shares at commencement of trade               Tuesday, 21 July
on the JSE on



Timetable if the Scheme is not approved by the Remaining Shareholders

If the Scheme Resolution is not passed by the requisite majority of the Remaining Shareholders and the
Scheme does not become operative, but the resolution to delist JD Group is passed by the requisite
majority of the Remaining Shareholders, then the Substitute Offer will, subject to the fulfilment or waiver,
as the case may be, of the other conditions precedent to which it is subject, become effective immediately
thereafter. The following dates in respect of the Substitute Offer will be confirmed in an announcement
after the General Meeting:

Action                                                                                                            2015
Results of General Meeting released on SENS on                                                         Friday, 12 June

Expected date of opening of Substitute Offer (opening date) on                                         Friday, 12 June

Finalisation announcement published on SENS on                                                        Tuesday, 30 June

Expected last day to trade to take up the Substitute Offer on                                          Friday, 10 July

Expected date of the suspension of the listing of JD Group ordinary shares on the JSE on               Monday, 13 July

Expected substitute offer record date on                                                               Friday, 17 July

Expected Substitute Offer closing date at 12h00 on                                                     Friday, 17 July

Expected offer payment date on                                                                         Monday, 20 July

Expected termination of the listing of the JD Group ordinary shares at commencement of                Tuesday, 21 July
trade on the JSE on
      
Notes:

      1.      All dates and times are subject to change by agreement between JD Group and Steinhoff and the approval(s) of the JSE
              and TRP, as the case may be, and may be subject to certain regulatory approvals being granted. Any change will be
              released on SENS.

      2.      Although the salient dates and times are subject to change, such statement may not be regarded as consent or
              dispensation for any change to the time period which may be required in terms of the Takeover Regulations issued in
              terms of section 120 of the Companies Act, where applicable, and any such consent or dispensation must be specifically
              applied for and approved by the TRP.

      3.      The Remaining Shareholders are referred to the Circular (which contains a summary of dissenting shareholders’ appraisal
              rights in respect of the Scheme).

      4.      The Remaining Shareholders should note that as transactions in shares are settled in the electronic settlement system
              used by Strate Proprietary Limited, settlement of trades takes place 5 (five) business days after such trade. Therefore
              persons who acquire JD Group ordinary shares after the voting last day to trade (i.e. Friday, 29 May 2015) will not be
              eligible to vote at the General Meeting, but will, provided the Scheme is approved and they acquire the JD Group ordinary
              shares on or prior to the Scheme last day to trade (expected to be Friday, 10 July 2015), participate in the Scheme (i.e.
              sell their Remaining Shares to Steinhoff in accordance with the Scheme).

      5.      A Remaining Shareholder may submit a form of proxy at any time to Computershare Investor Services Proprietary Limited
              (“Transfer Secretaries”), however, if the form of proxy is lodged with the Transfer Secretaries less than 48 hours before
              the commencement of the General Meeting, such Remaining Shareholder will also be required to furnish a copy of such
              form of proxy to the chairman of the General Meeting before the appointed proxy exercises any of the relevant Remaining
              Shareholder’s rights at the General Meeting (or any adjournment of the General Meeting). Notwithstanding the aforesaid,
              a Remaining Shareholder may hand a form of proxy at any time before the commencement of the General meeting (or at
              any adjournment of the General Meeting) to the chairman of the General Meeting before the appointed proxy exercises
              any of the relevant Remaining Shareholders’ rights at the General Meeting (or at any adjournment of the General Meeting).

      6.      If the General Meeting is adjourned or postponed, forms of proxy submitted for the General Meeting will remain valid in
              respect of any adjournment or postponement of the General Meeting.

      7.      All times given in this announcement are local times in South Africa.

      8.      If the Scheme is approved by the Remaining Shareholders the share certificates in respect of Remaining Shares may not
              be dematerialised or rematerialised after the Scheme last day to trade.

      9.      JD Group will continue operations as an unlisted entity if either the Scheme is implemented or the delisting is approved
              by the requisite majority of the Remaining Shareholders.



Johannesburg
14 May 2015

Transaction sponsor
Investec Bank Limited

Sponsor
PSG Capital Proprietary Limited

Date: 14/05/2015 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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