Wrap Text
Offer by Steinhoff to acquire up to 98% of JD Group Limited
Steinhoff International Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1998/003951/06)
Share Code: SHF
ISIN: ZAE000016176
(“Steinhoff”)
OFFER BY STEINHOFF TO ACQUIRE UP TO 98% OF JD GROUP LIMITED (“JD
GROUP”)
1. INTRODUCTION
Steinhoff hereby offers to acquire from JD Group shareholders (“JD
Group Shareholders”) up to 98% of the issued ordinary shares in JD
Group (“JD Group Shares”) excluding treasury shares (“Tender
Offer”). Steinhoff currently owns 56.8% of the issued JD Group
Shares (excluding treasury shares) and has received commitments
from a number of institutional and individual JD Group
Shareholders to accept the Tender Offer, which will result in an
increase in Steinhoff’s shareholding in JD Group.
2. CONSIDERATION PAYABLE IN RESPECT OF THE TENDER OFFER
The consideration payable by Steinhoff in terms of the Tender
Offer will be settled by the issue to JD Group Shareholders
accepting the Tender Offer of one listed ordinary share in
Steinhoff (“Steinhoff Share”), credited as fully paid and ranking
pari passu with the existing Steinhoff shares in issue, for every
1.9 JD Group Shares in respect of which the Tender Offer has been
accepted (equivalent to an offer price of R27.77 per JD Group
Share at Steinhoff’s five-day volume weighted average price
(“VWAP”) of R52.77 on 17 March 2014, which represents a 38.1%
premium to JD Group’s five-day VWAP of R20.11 on this date).
3. RATIONALE FOR THE TENDER OFFER
As indicated in JD Group’s interim results announcement on 20
February 2014, JD Group is facing many challenges in the furniture
retail and consumer finance business segments. These challenges
will take some time and additional capital to overcome. The
increase of Steinhoff’s investment in JD Group, in an expedient
manner, will enhance Steinhoff’s ability to support the operations
of JD Group.
The Tender Offer will provide JD Group Shareholders with an
attractive premium to the current JD Group share price and an
opportunity to invest in Steinhoff. As the second largest
furniture retailer in Europe, and with a good growth trajectory,
Steinhoff gives JD Group Shareholders international exposure and
greater liquidity.
4. TERMS AND MECHANICS OF THE TENDER OFFER
The Tender Offer is open for acceptance immediately on a first-
come-first-serve basis and JD Group Shareholders are encouraged to
tender their acceptances without delay in accordance with the
procedures set out below. JD Group Shareholders accepting the
Tender Offer will receive one Steinhoff Share for every 1.9 JD
Group Shares in respect of which the Tender Offer has been
accepted, to be issued as soon as possible, but in any event
within five business days of acceptance of the Tender Offer.
Tenders will only be accepted in respect of JD Group Shares
settled and reflecting in the account of the JD Group Shareholder.
No fractions of Steinhoff Shares will be issued and any fraction
of Steinhoff Shares to which any JD Group Shareholder is entitled
after the conversion of all of the JD Group Shares held by such JD
Group Shareholder will, if it comprises 0.5 or more of a Steinhoff
Share be rounded up, otherwise will be rounded down to the nearest
whole Steinhoff Share.
In terms of Regulation 88(1)(b) of the Companies Regulations,
2011, the Tender Offer is exempt from compliance with Part B and
Part C of Chapter 5 of the Companies Act, No 71 of 2008, and
Chapter 5 of the Companies Regulations, 2011.
4.1. CERTIFICATED JD GROUP SHAREHOLDERS
A copy of this SENS announcement dated 18 March 2014 will be
posted to all JD Group Shareholders. If you hold JD Group
Shares in certificated form (“Certificated JD Group
Shareholder”), a Form of Acceptance and Surrender will be
posted to you together with the SENS announcement.
Certificated JD Group Shareholders who wish to accept the
Tender Offer must complete the Form of Acceptance and Surrender
in accordance with its instructions and forward it, together
with the Documents of Title in respect of the relevant JD
Group Shares (“Documents of Title”) to the transfer
secretaries, Computershare Investor Services Proprietary
Limited (“Transfer Secretaries”), as follows:
Hand deliveries to:
Computershare Investor Services Proprietary Limited
Ground Floor, 70 Marshall Street
Johannesburg, 2001
Postal deliveries to:
Computershare Investor Services Proprietary Limited
PO Box 61763
Marshalltown, 2107
The Form of Acceptance and Surrender will also be available on
the JD Group website www.jdg.co.za
If you accept the Tender Offer in respect of your JD Group
Shares and surrender your Documents of Title, you will NOT be
able to trade your JD Group Shares from the date that you
surrender your Documents of Title in respect of those JD Group
Shares.
4.2. DEMATERIALISED JD GROUP SHAREHOLDERS
If you are a holder of dematerialised JD Group Shares
(“Dematerialised JD Group Shareholder”), you will be contacted
by your duly appointed CSDP or broker in the manner stipulated
in the custody agreement entered into between you and your CSDP
or broker, as the case may be, in order to ascertain whether or
not you wish to accept the Tender Offer. If you wish to accept
the Tender Offer, you must notify your CSDP or broker of your
acceptance in the time and manner stipulated in the custody
agreement entered into between you and your CSDP or broker, as
the case may be.
If you wish to accept the Tender Offer, but have not been
contacted by your CSDP or broker, you should contact your CSDP
or broker to provide them with instructions in regard to the
acceptance of the Tender Offer. These instructions must be
provided in the time and manner stipulated in your custody
agreement.
If you notify your CSDP or broker of your desire to accept the
Tender Offer, you will NOT be able to trade your JD Group
Shares from the date on which you notify your CSDP or broker of
your acceptance of the Tender Offer.
You are advised that SBG Securities are authorised on behalf of
Steinhoff to accept JD Group Shares tendered in terms of the
Tender Offer. Mr. Tian Bam at SBG Securities can be contacted
for any queries in respect of the delivery of JD Group Shares
in terms of the Tender Offer (email: tian.bam@sbgsecurities.com
or telephone: +27 11 415 4173).
For any other procedural queries in respect of the Tender Offer
you may also contact Rodney Marthinusen at Investec Securities
Limited (Tel: +27 11 286 9543).
5. DURATION OF THE TENDER OFFER
The Tender Offer will open for acceptance from 09:00 on Wednesday,
19 March 2014 and the closing date of the Tender Offer will be
announced on SENS in due course. Steinhoff reserves the right to
close the Tender Offer at any stage.
Johannesburg
18 March 2014
Investment Bank and Financial
Advisor to Steinhoff
Investec Bank Limited
Sponsor to Steinhoff
PSG Capital Proprietary Limited
Legal Advisor to Steinhoff
Cliffe Dekker Hofmeyr Inc.
Neither JD Group Shares nor Steinhoff Shares have been, or will
be, registered under the Securities Act of the United States of
America (“United States”). Accordingly, no shares may be offered,
sold, resold, delivered or transferred, directly or indirectly, in
or into the United States or to, or for the account or benefit of,
United States persons, except pursuant to exemptions from the
Securities Act of the United States. This announcement does not
constitute an offer of any securities for sale in the United
States or to United States persons.
Date: 18/03/2014 04:58:00 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
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
