DGAP-Adhoc
Steinhoff International Holdings N.V. : RECOMMENDED CASH OFFER for Poundland Group PLC by Steinhoff Europe AG
Steinhoff International Holdings N.V. / Key word(s): Offer
13.07.2016 08:56
Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
13 July 2016
RECOMMENDED CASH OFFER
for
Poundland Group PLC
by
Steinhoff Europe AG
to be effected
by way of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
- The boards of Steinhoff International Holdings N.V. ("Steinhoff") and
Poundland Group PLC ("Poundland") are pleased to announce that they
have reached agreement on the terms of a recommended cash offer
pursuant to which Steinhoff Europe AG ("SEAG") or a wholly-owned
subsidiary of SEAG (with the support of its ultimate parent company,
Steinhoff) shall acquire the entire issued and to be issued share
capital of Poundland not already directly or indirectly owned by it
(the "Offer").
- Each Poundland Shareholder shall be entitled to receive 222 pence in
cash for each Poundland Share held (the "Cash Value"), comprising:
- under the terms of the Offer, 220 pence in cash for each Poundland
Share held by each Poundland Shareholder (the "Offer Price"); and
- the final dividend of two pence per Poundland Share announced in the
Poundland results announcement for the year ended 27 March 2016, dated
16 June 2016 (the "Agreed Dividend"), which will be paid on 23
September 2016 to holders of Poundland Shares whose names are on the
register at the close of business on 9 September 2016,
valuing the entire issued and to be issued share capital of Poundland at
approximately £597 million on a fully diluted basis.
- The Cash Value of 222 pence in cash represents a premium of
approximately:
- 40.3 per cent. to the Closing Price per Poundland Share of 158.25 pence
on 13 June 2016 (being the last Business Day prior to the first
acquisition of Poundland Shares by SEAG); and
- 13.3 per cent. to the Closing Price per Poundland Share of 196 pence on
12 July 2016 (being the latest practicable date prior to publication of
this Announcement).
- The Offer Price of 220 pence represents a premium of approximately 39.0
per cent. to the Closing Price per Poundland Share of 158.25 pence on
13 June 2016 (being the Business Day prior to the first acquisition of
Poundland Shares by SEAG).
- It is intended that the Offer will be implemented by way of a Court-
sanctioned scheme of arrangement under Part 26 of the Companies Act
(or, if SEAG elects, with the consent of the Panel, a takeover offer
under Part 28 of the Companies Act).
- The Poundland Directors, who have been so advised by J.P. Morgan
Cazenove and Rothschild as to the financial terms of the Offer,
consider the terms of the Offer to be fair and reasonable. In providing
advice to the Poundland Directors, J.P. Morgan Cazenove and Rothschild
have taken into account the commercial assessments of the Poundland
Directors. Rothschild is providing independent financial advice to the
Poundland Directors for the purposes of Rule 3 of the Takeover Code.
- Accordingly, the Poundland Directors intend to recommend unanimously
that Poundland Shareholders vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting as
the Poundland Directors who hold Poundland Shares have irrevocably
undertaken to do (in their personal capacity) in respect of their own
beneficial holdings (or those they otherwise control the exercise of)
of 14,719,261 Poundland Shares, representing approximately 5.5 per
cent. of the share capital of Poundland in issue on 12 July 2016 (being
the latest practicable date prior to the date of publication of this
Announcement).
- As at 12 July (being the latest practicable date prior to publication
of this Announcement) SEAG was directly interested in 63,473,352
Poundland Shares, representing approximately 23.6 per cent. of
Poundland's issued share capital. SEAG has undertaken in the Co-
operation Agreement to vote in favour of the resolutions to be proposed
at the General Meeting in respect of its entire beneficial holding of
Poundland Shares (but SEAG will not be permitted to vote at the Court
Meeting).
Taking into account the irrevocable undertakings from the Poundland
Directors and Canada Life Investments, Steinhoff has therefore received
irrevocable undertakings to vote in favour of (i) the Scheme at the Court
Meeting representing, in aggregate, approximately 9 per cent. of Poundland
Shares held by holders eligible to vote at the Court Meeting and (ii) the
resolutions to be proposed at the General Meeting representing, in
aggregate, approximately 7 per cent. of Poundland's issued share capital
and, (for purposes of the General Meeting only) when aggregated with the
Poundland Shares that Steinhoff already holds (through SEAG), 30.6 per
cent. of the Poundland share capital in issue, in each case on 12 July 2016
(being the latest practicable date prior to publication of this
Announcement).
Further details of these irrevocable undertakings are set out in Appendix
III to this Announcement.
- The Offer shall be put to Poundland Shareholders at the Court Meeting
and at the General Meeting. In order to become Effective, the Scheme
must be approved by a majority in number of the Poundland Shareholders
voting at the Court Meeting, either in person or by proxy, representing
at least 75 per cent. in value of the Poundland Shares voted (in both
cases excluding SEAG who will not be permitted to vote at the Court
Meeting). In addition, a special resolution implementing the Scheme
must be passed by holders of Poundland Shares representing at least 75
per cent. of votes cast at the General Meeting, either in person or by
proxy (including SEAG who will be permitted to vote at the General
Meeting).
- The Scheme Document, containing further information about the Offer and
notices of the Court Meeting and the General Meeting shall be published
as soon as practicable and, in any event, within 28 days of this
Announcement, unless SEAG and Poundland otherwise agree, and the
Takeover Panel consents, to a later date. Subject to the Conditions and
certain further terms set out in Appendix I to this Announcement, the
Offer is expected to become Effective by mid-September 2016. The Scheme
Document will contain an expected timetable for the Offer process.
Commenting on the Offer, Darren Shapland, Chairman of Poundland, said:
"The Poundland Board believes that SEAG's all-cash offer presents Poundland
shareholders with an opportunity to realise their shareholding at a certain
and attractive price, securing earlier delivery of the Poundland Group's
medium term value than could be expected from the ongoing turnaround
process against a background of increasing economic uncertainty in the UK
and a more challenging trading environment.
The single-price sector has undergone significant modernisation and
professionalisation in recent years and is now a mainstream feature of UK
retail. Through the hard work and dedication of our many thousands of
talented colleagues, Poundland has played a pivotal role in that
transformation. Steinhoff is a well-capitalised, international business
with a clear and proven commitment to value retailing. They share our
vision for the growth and expansion of Poundland and, as such, we believe
they are a suitable and appropriate partner for our colleagues, our
suppliers and stakeholders."
Commenting on the Offer, Markus Jooste, CEO of Steinhoff, said:
"The Board of Steinhoff and its management team are enthusiastic about the
opportunities that this transaction brings: we believe that there is
significant merit in bringing Poundland into Steinhoff's global network.
Steinhoff is developing a fast-growing, price-led retail business across
the UK and the rest of Europe. Poundland would be a complementary fit to
this growth story.
Steinhoff recognises the strength and value of the Poundland management
team and anticipates that they will play a key role in the ongoing growth
and development of Poundland as part of the Steinhoff group. We look
forward to welcoming Poundland employees to be part of one of Europe's
leading multi-format discount retailers."
This summary should be read in conjunction with, and is subject to, the
full text of this Announcement (including its Appendices). The Offer shall
be subject to the Conditions and further terms set out in Appendix I to
this Announcement and to the full terms and conditions which shall be set
out in the Scheme Document. Appendix II to this Announcement contains the
sources of information and bases of calculations of certain information
contained in this Announcement, Appendix III contains a summary of the
irrevocable undertakings received in relation to this Offer and Appendix IV
contains definitions of certain expressions used in this summary and in
this Announcement.
Further Information
Linklaters LLP are providing legal advice to Steinhoff and SEAG.
Freshfields Bruckhaus Deringer LLP are providing legal advice to Poundland.
Enquiries
Important Notices
Investec Bank plc is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the UK. Investec Bank plc is acting exclusively as financial
adviser to Steinhoff and SEAG and no one else in connection with the Offer
and shall not be responsible to anyone other than Steinhoff and SEAG for
providing the protections afforded to clients of Investec Bank plc nor for
providing advice in connection with the Offer or any matter referred to
herein.
J.P. Morgan Limited, which conducts its UK investment banking business as
J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated
in the United Kingdom by the Financial Conduct Authority. J.P. Morgan
Cazenove is acting as financial adviser exclusively for Poundland and no
one else in connection with the matters set out in this Announcement and
will not regard any other person as its client in relation to the matters
in this Announcement and will not be responsible to anyone other than
Poundland for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to any matter referred to
herein.
N. M. Rothschild & Sons Limited, which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for Poundland and no
one else in connection with the Offer and will not be responsible to anyone
other than Poundland for providing the protections afforded to its clients
or for providing advice in relation to the Offer or any other matters
referred to in this Announcement.
Shore Capital Stockbrokers Limited ("Shore Capital") which is authorised
and regulated in the United Kingdom by the Financial Conduct Authority is
acting as corporate broker to Poundland and no one else in connection with
the Offer and other matters described in this Announcement and will not be
responsible to anyone other than Poundland for providing the protections
afforded to clients of Shore Capital or for providing advice in relation to
the Offer and other matters described in this Announcement.
This Announcement is for information purposes only and does not constitute
an offer to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise. The Offer shall be made solely by means of the Scheme Document
or any document by which the Offer is made which shall contain the full
terms and Conditions of the Offer, including details of how to vote in
respect of the acquisition.
This Announcement has been prepared for the purpose of complying with
English law and the Takeover Code and the information disclosed may not be
the same as that which would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside the
United Kingdom.
Poundland shall prepare the Scheme Document to be distributed to holders of
Poundland Shares. Poundland, SEAG and Steinhoff urge Poundland Shareholders
to read the Scheme Document when it becomes available because it shall
contain important information relating to the Offer.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas Shareholders
The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
The Offer relates to shares of a UK company and is proposed to be effected
by means of a scheme of arrangement under the laws of England and Wales. A
transaction effected by means of a scheme of arrangement is not subject to
proxy solicitation or tender offer rules under the US Securities Exchange
Act of 1934 (the "US Exchange Act"). Accordingly, the Offer is subject to
the disclosure requirements, rules and practices applicable in the United
Kingdom to schemes of arrangement, which differ from the requirements of US
proxy solicitation or tender offer rules. However, if SEAG were to elect to
implement the Offer by means of a takeover offer in the circumstances
provided for in this Announcement, such takeover offer shall be made in
compliance with all applicable laws and regulations, including Section
14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover
would be made in the United States by SEAG and no one else. In addition to
any such takeover offer, SEAG, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Poundland outside such takeover offer
during the period in which such takeover offer would remain open for
acceptance. If such purchases or arrangements to purchase were to be made
they would be made outside the United States and would comply with
applicable law, including the US Exchange Act.
Unless otherwise determined by SEAG or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer shall not be made
available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and
no person may vote in favour of the offer by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in, into or
from such jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Offer to Poundland Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in
the United Kingdom should inform themselves of, and observe, any applicable
requirements.
The Offer shall be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the Financial Conduct Authority
and the UKLA.
Forward Looking Statements
This Announcement contains statements about Steinhoff, SEAG and Poundland
that are or may be forward looking statements. All statements other than
statements of historical facts included in this Announcement may be forward
looking statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements relating
to the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Steinhoff's or
Poundland's operations and potential synergies resulting from the Offer;
and (iii) the effects of government regulation on Steinhoff's or
Poundland's business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially
from those projected or implied in any forward looking statements. Due to
such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of the
date hereof. Each of Steinhoff, SEAG and Poundland disclaims any obligation
to update any forward looking or other statements contained herein, except
as required by applicable law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for Steinhoff or
Poundland, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings
per share for Steinhoff or Poundland, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree company
or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on
the 10th Business Day following the commencement of the Offer Period and,
if appropriate, by no later than 3.30 pm (London time) on the 10th Business
Day following the announcement in which any securities exchange offeror is
first identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of
the offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any securities
exchange offeror, save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule
8.3(b) applies must be made by no later than 3.30 pm (London time) on the
Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and
by any offeror and Dealing Disclosures must also be made by the offeree
company, by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be
made can be found in the Disclosure Table on the Panel's website at http://
www.thetakeoverpanel.org.uk/, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror
was first identified. If you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure,
you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on Website and Availability of Hard Copies
A copy of this Announcement shall be made available subject to certain
restrictions relating to persons resident in Restricted Jurisdictions on
Steinhoff's and Poundland's websites at www.steinhoffinternational.com and
www.poundlandcorporate.com respectively by no later than 12 noon (London
time) on 14 July 2016. For the avoidance of doubt, the contents of the
websites referred to in this Announcement are not incorporated into and not
do form part of this Announcement.
You may request a hard copy of this Announcement by:
- for Steinhoff shareholders, contacting the Company Secretary at
Steinhoff UK Holdings Limited, 5th Floor Festival House, Jessop Avenue,
Cheltenham, Gloucestershire, GL50 3SH, United Kingdom. Telephone
number: +44 (0) 1242 586360; or
- for Poundland Shareholders, by writing to Poundland's registrar at
Computershare, The Pavilions, Bridgwater Road, Bristol BS13 8AE or by
calling them on 0370 707 1028 from within the UK or on +44 (0)370 707
1028 if calling from outside the UK.
You may also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in hard
copy form.
Rounding
Certain figures included in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same category
presented in different tables may vary slightly and figures shown as totals
in certain tables may not be an arithmetic aggregation of the figures that
precede them.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
13 July 2016
RECOMMENDED CASH OFFER
for
Poundland Group PLC
by
Steinhoff Europe AG
to be effected
by way of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The boards of Steinhoff and Poundland are pleased to announce that they
have reached agreement on the terms of a recommended cash offer pursuant to
which SEAG or a wholly-owned subsidiary of SEAG (with the support of its
ultimate parent Company, Steinhoff) shall acquire the entire issued and to
be issued share capital of Poundland not already directly or indirectly
owned by it. As at 12 July 2016 (being the latest practicable date prior to
publication of this Announcement) SEAG was directly interested in
63,473,352 Poundland Shares, representing approximately 23.6 per cent. of
Poundland's issued share capital.
It is intended that the Offer is to be effected by means of a Court-
sanctioned scheme of arrangement under Part 26 of the Companies Act.
2 The Offer
Under the terms of the Offer, which shall be subject to the Conditions and
further terms set out in Appendix I to this Announcement and to be set out
in the Scheme Document, each Poundland Shareholder shall be entitled to
receive:
for each Poundland Share 220 pence in cash
The Offer, together with the Agreed Dividend, values the entire issued
share capital of Poundland at approximately £597 million on a fully diluted
basis.
The Agreed Dividend of two pence per Poundland Share was announced in the
Poundland results announcement for the year ended 27 March 2016, dated 16
June 2016, and will be paid on 23 September 2016 to holders of Poundland
Shares whose names are on the register at the close of business on 9
September 2016.
The Cash Value of 222 pence in cash (being the aggregate of the Offer Price
and the Agreed Dividend) represents a premium of approximately:
- 40.3 per cent. to the Closing Price per Poundland Share of 158.25 pence
on 13 June 2016 (being the last Business Day prior to the first
acquisition of Poundland Shares by SEAG); and
- 13.3 per cent. to the Closing Price per Poundland Share of 196 pence on
12 July 2016 (being the latest practicable date prior to publication of
this Announcement).
The Offer Price of 220 pence represents a premium of approximately 39.0 per
cent. to the Closing Price per Poundland Share of 158.25 pence on 13 June
2016 (being the Business Day prior to the first acquisition of Poundland
Shares by SEAG).
It is currently expected that the Scheme Document shall be published in
early August, that the Court Meeting and the General Meeting shall be held
on 7 September 2016 and that the Scheme shall become Effective by mid-
September 2016.
3 Background to and reasons for the Offer
Steinhoff has a proven track record of acquiring and successfully
integrating relevant companies and their brands into its network of retail
companies supported by an efficient integrated supply chain in Europe,
Africa and the Pacific Rim.
Steinhoff is developing a fast-growing, price-led retail business across
the UK and the rest of Europe. Steinhoff believes the Poundland business
will be an attractive addition to its existing multi-format discount retail
business, and accelerate the group's customer proposition and growth
dynamics.
4 Background to and reasons for the recommendation
The Poundland Board believes that SEAG's all-cash offer provides
Poundland's shareholders with the opportunity to realise their shareholding
at an attractive price and at a significant premium to Poundland's
undisturbed share price.
The past year has been both challenging and transformative for Poundland.
The acquisition of 99p Stores strengthened Poundland's position as Europe's
biggest single-price discounter and positions it well for the long term,
but also placed significant strain on the core business. The conversion of
99p Stores to the Poundland fascia was completed ahead of schedule, but was
more capital intensive and needed more attention from management than
expected. Also, as Poundland has reported over the past year, the impact of
increased competition, falling high street footfall, and changing consumer
shopping behaviour have impacted performance.
When considering the Offer, the Poundland Directors have taken into account
the current market conditions, including the short term and long term
challenges and opportunities for the business, and the likely time required
for Poundland to improve performance and achieve its strategy. In addition,
the UK's decision to leave the EU has increased short term uncertainty. The
Poundland Directors have also considered the benefits that being part of a
larger diversified retail group would bring to the Poundland business.
The Poundland Directors considered the Offer with regard to price,
deliverability and with reference to the range of other strategic options
available to Poundland. In particular, the Poundland Directors have
evaluated the terms of the Offer in relation to the prospects of the
business and the potential medium term standalone value of Poundland
Shares. The Poundland Directors have also considered the interests of
Poundland employees, customers and other stakeholders in addition to the
economic benefits to Poundland Shareholders.
The Poundland Board believes that Steinhoff is a strong, well-capitalised
partner which can continue to develop the Poundland business. Steinhoff
provides Poundland with significantly greater access to broader and deeper
capital resources and global synergies. The Poundland Board expects that
Steinhoff will be able to accelerate Poundland's strategy by expanding its
routes to market and exploiting the greater scale and reach of Steinhoff's
operations.
Following careful consideration of the above factors, the Poundland Board
believes that the Offer reflects an attractive price for the business and
provides certainty, in cash, to Poundland Shareholders today.
5 Recommendation
Following careful consideration of the above factors, the Poundland
Directors, who have been so advised by J.P. Morgan Cazenove and Rothschild
as to the financial terms of the Offer, consider the terms of the Offer to
be fair and reasonable. In providing advice to the Poundland Directors,
J.P. Morgan Cazenove and Rothschild have taken into account the commercial
assessments of the Poundland Directors. Rothschild is providing independent
financial advice to the Poundland Directors for the purposes of Rule 3 of
the Takeover Code.
Accordingly, the Poundland Directors intend to recommend unanimously that
Poundland Shareholders vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting, as the Poundland
Directors who hold Poundland Shares have irrevocably undertaken to do (in
their personal capacity) in respect of their own beneficial holdings (or
those they otherwise control the exercise of) of 14,719,261 Poundland
Shares, representing approximately 5.5 per cent. of the share capital of
Poundland in issue on 12 July 2016 (being the latest practicable date prior
to the date of publication of this Announcement).
6 Irrevocable undertakings
Steinhoff has received irrevocable undertakings from each of the Poundland
Directors to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting, in respect of a total of
14,719,261 Poundland Shares, representing approximately 5.5 per cent. of
the share capital of Poundland in issue on 12 July 2016 (being the latest
practicable date prior to publication of this Announcement). These
irrevocable undertakings remain binding in the event of a competing offer.
Further details of these irrevocable undertakings (including the
circumstances in which they shall fall away) are set out in Appendix III to
this Announcement.
Steinhoff has also received an irrevocable undertaking to vote in favour of
the Scheme at the Court Meeting and the resolutions to be proposed at the
General Meeting from Canada Life Investments in respect of a total of
4,075,404 Poundland Shares representing, in aggregate, approximately 2 per
cent. of Poundland Shares held by holders eligible to vote at the Court
Meeting and approximately 1.5 per cent. of Poundland's issued share
capital.
Further details of these irrevocable undertakings are set out in Appendix
III to this Announcement.
SEAG has also undertaken in the Co-operation Agreement to vote in favour of
the resolutions proposed at the General Meeting in respect of its entire
beneficial holding of Poundland Shares being 63,473,352 Poundland Shares,
representing approximately 23.6 per cent. of Poundland's issued share
capital. SEAG is not permitted to vote on the Scheme at the Court Meeting.
Taking into account the irrevocable undertakings from the Poundland
Directors and Canada Life Investments, Steinhoff has therefore received
irrevocable undertakings to vote in favour of (i) the Scheme at the Court
Meeting representing, in aggregate, approximately 9 per cent. of Poundland
Shares held by holders eligible to vote at the Court Meeting and (ii) the
resolutions to be proposed at the General Meeting representing, in
aggregate, approximately 7 per cent. of Poundland's issued share capital
and, (for purposes of the General Meeting only) when aggregated with the
Poundland Shares that Steinhoff already holds (through SEAG), 30.6 per
cent. of the Poundland share capital in issue, in each case on 12 July 2016
(being the latest practicable date prior to publication of this
Announcement).
7 Information on Steinhoff and SEAG
Steinhoff is an integrated retailer that manufactures, sources and retails
furniture, household goods and general merchandise in Europe, Africa and
Australasia. Steinhoff's vertically integrated business model is based upon
a strategy of sourcing and manufacturing products at low cost and
distributing them to its value-conscious customer base through its
extensive retail footprint.
Steinhoff's integrated retail divisions comprise of:
- Household goods comprising furniture and homeware retail businesses;
- General Merchandise focusing on clothing and footwear, accessories and
homeware; and
- Automotive dealerships in South Africa which provide vehicles, parts,
insurance, accessories and servicing.
Steinhoff has a primary listing on the Frankfurt Stock Exchange and a
secondary listing on the Johannesburg Stock Exchange and as at 12 July 2016
(being the latest practicable date prior to publication of this
Announcement) has a market capitalisation of approximately EUR21 billion.
Steinhoff reported revenue and operating profit for the nine-months ended
31 March 2016 of EUR9.9 billion and EUR1.1 billion respectively, and
employs approximately 105,000 people.
Steinhoff, through SEAG as its wholly owned subsidiary, is a holding
company invested predominantly in household goods and diversified related
industries with interests in the United Kingdom, Continental Europe, and
the Pacific Rim. It employs a vertically integrated and geographically
diverse business model, covering the full spectrum from raw material to
retail outlets across an extensive product range.
8 Information on Poundland
Poundland is the largest single-price value general merchandise retailer in
Europe by both sales and by number of stores. Poundland operates a network
of over 900 stores across the UK, Republic of Ireland, and Spain.
Poundland is a price-driven, volume-led business offering an extensive
range of products across 17 categories, with the average Poundland store
carrying approximately 3,500 core range SKUs, including over 1,000 branded
products, including Cadbury, Mars, Heinz, Nestle, Colgate, Coca Cola,
Walkers and McVities, and a number of own branded products, including Jane
Asher's Kitchen, Make-up Gallery cosmetics and Purple Ivy Jewellery.
Poundland operates from headquarters in Willenhall, West Midlands, and
employed on average 18,000 colleagues in the financial year ended 27 March
2016. Poundland distribution capacity was enhanced in June 2016 with a new
purpose built 350,000 sq. ft. distribution centre at Wigan.
In the financial year ended 27 March 2016, Poundland generated revenue of
£1,326.0 million and Underlying EBITDA* of £56.9 million with an Underlying
comparable EBITDA margin* of 4.6 per cent.
* Underlying includes contributions from converted 99p stores.
9 Management, employees and locations
The transaction will create an exciting opportunity for the Poundland
management and employees to join Steinhoff. Steinhoff recognises the
strength and value of the Poundland management and employees and considers
them to be important to the future success of Poundland. Following the
completion of the Offer, the existing contractual and statutory employment
rights of the Poundland executive directors, Poundland Executive Committee
and employees shall be fully observed and pension obligations complied
with, in accordance with applicable law.
Steinhoff's plans for Poundland do not involve any material change in the
conditions of employment of Poundland's employees. Steinhoff has no plans
to change Poundland's places of business.
Steinhoff has agreed to enter into good faith discussions with Poundland to
determine the treatment of Poundland's bonus arrangements for the current
financial year.
10 Arrangements between Steinhoff and Poundland management
Steinhoff has agreed that any executive director or member of the Poundland
Executive Committee who leaves employment within 24 months following the
Effective Date for a good leaver reason will be eligible to a payment in
lieu of any part of his or her notice period that is not required to be
worked in a single lump sum.
Steinhoff has acknowledged that Poundland may make grants under the
Poundland Performance Share Plan and the Poundland Restricted Share Plan
prior to the Effective Date to satisfy pre-existing obligations to certain
key executives, including executive directors and members of the Poundland
Executive Committee, and Steinhoff has further agreed to offer to exchange
those awards for equivalent awards over Steinhoff shares or cash of an
equivalent value. If Poundland has not made such grants prior to the
Effective Date, Steinhoff has agreed to grant awards over Steinhoff shares
or cash awards of an equivalent value no later than three months after the
Effective Date.
Various arrangements have also been agreed in relation to the treatment of
existing awards under the Poundland Performance Share Plan, a plan in which
a number of senior employees, including executive directors and members of
the Poundland Executive Committee, participate. Steinhoff has agreed to
offer each holder of Performance Share Plan awards granted in 2014 the
opportunity to exchange one sixth of the Poundland Shares comprised in the
award for an equivalent award over shares in Steinhoff, subject to
performance targets that are to be agreed. The treatment of awards granted
under the plan in 2015 remains subject to discussion between Poundland and
Steinhoff.
11 Poundland Share Plans
Participants in the Poundland Share Plans will be contacted regarding the
effect of the Offer on their rights under the Poundland Share Plans and
appropriate proposals shall be made to such participants in due course.
Further details of the terms of such proposals shall be included in the
Scheme Document. Arrangements in relation to the Poundland Performance
Share Plan are described in paragraph 10 above. In addition, Steinhoff has
agreed that participants will be given the opportunity to exchange all
outstanding options under the Poundland Company Share Option Plan and the
Poundland Sharesave Scheme for options over Steinhoff shares of equivalent
value. Exchange will not be offered in relation to awards currently
outstanding under the Poundland Restricted Share Plan.
Steinhoff shall enter into good faith discussions to ensure that employees
at or below executive level shall for a period of at least 12 month after
the Effective Date be able to participate in broadly comparable
arrangements to the ones provided to such employees by Poundland.
12 Financing
The cash consideration payable under the Offer will be funded from the
acquisition facility provided by Crédit Agricole Corporate and Investment
Bank and UniCredit Bank Austria AG.
Investec Bank plc, financial adviser to Steinhoff and SEAG, is satisfied
that sufficient resources are available to satisfy in full the cash
consideration payable to Poundland Shareholders under the terms of the
Offer (which, for the avoidance of doubt, does not include the Agreed
Dividend which is payable by Poundland).
13 Offer-related Arrangements
Confidentiality Agreement
Steinhoff and Poundland entered into a confidentiality and standstill
agreement on 4 July 2016 (the "Confidentiality Agreement") pursuant to
which Steinhoff has undertaken to keep confidential information relating to
Poundland and not to disclose it to third parties (other than to permitted
disclosees) unless required by law or regulation. These confidentiality
obligations shall remain in force until (i) completion of the Offer, or,
(ii) in the event of termination of discussions or negotiations, the expiry
of a period of 12 months from the date of the Confidentiality Agreement.
This agreement also contains undertakings from Steinhoff that for a period
of nine months Steinhoff shall not, without Poundland's prior written
consent, acquire or offer to acquire any interest in any shares or other
securities of Poundland (which undertaking ceases as of the date of this
Announcement), and that, for a period of 12 months, Steinhoff shall not,
without Poundland's prior written consent, approach any of Poundland's
employees, offices or customers or employ or otherwise engage certain of
the Poundland employees.
Co-operation Agreement
Pursuant to a co-operation agreement dated 13 July 2016 (the "Co-operation
Agreement"): (i) Poundland and SEAG have agreed to co-operate with each
other and provide each other with all reasonable information, assistance
and access in a timely manner in order to make any regulatory filings; (ii)
SEAG has agreed to provide Poundland with certain information for the
purposes of the Scheme Document and to otherwise assist with the
preparation of the Scheme Document; (iii) SEAG has reserved its right, with
the consent of the Panel, to implement the Offer by way of a takeover offer
and agreed to certain provisions that would apply in the event of a switch
to a takeover offer; and (iv) each of Poundland and SEAG has agreed to take
any action necessary to implement certain proposals in relation to the
Poundland Share Plans.
SEAG has also undertaken in the Co-operation Agreement to vote in favour of
the resolutions proposed at the General Meeting in respect of its entire
beneficial holding of Poundland Shares. SEAG is not permitted to vote on
the Scheme at the Court Meeting.
The Co-operation Agreement will terminate: (i) if agreed in writing by SEAG
and Poundland; (ii) upon written notice from SEAG to Poundland if the
Poundland Directors withdraw, adversely modify or adversely qualify their
unconditional and unanimous recommendation of the Offer; (iii) upon written
notice from SEAG to Poundland if a competing transaction, completes,
becomes effective or is declared unconditional in all respects; (iv) if the
Scheme is withdrawn or lapses (other than pursuant to SEAG's right to
switch to a takeover offer or where such withdrawal or lapse is followed
within ten Business Days by an announcement by SEAG or a person acting in
concert with SEAG of a firm intention to make an offer on substantially the
same or improved terms); or (v) upon written notice by either party, if the
Offer has not become Effective by 30 November 2016.
14 Structure of the Offer
It is intended that the Offer shall be effected by means of a Court-
approved scheme of arrangement between Poundland and Poundland Shareholders
under Part 26 of the Companies Act. SEAG reserves the right to elect to
implement the Offer by way of a takeover offer (subject to Panel consent).
The purpose of the Scheme is to provide for SEAG to become the holder of
the entire issued and to be issued share capital of Poundland not already
directly or indirectly owned by it. Under the Scheme, the Poundland Shares
will be transferred to SEAG in consideration for which the Poundland
Shareholders shall receive cash consideration on the basis set out in
paragraph 2 of this Announcement.
To become Effective, the Scheme must be approved by a majority in number of
the Poundland Shareholders voting at the Court Meeting, either in person or
by proxy, representing at least 75 per cent. in value of the Poundland
Shares voted (in both cases excluding SEAG who will not be permitted to
vote at the Court Meeting). In addition, resolutions in relation to certain
ancillary matters must be passed at the General Meeting, which requires the
approval of holders of Poundland Shares representing at least 75 per cent.
of votes cast at the General Meeting either in person or by proxy
(including SEAG who will be permitted to vote at the General Meeting).
SEAG is not permitted to vote on the Scheme at the Court Meeting but has
undertaken in the Co-operation Agreement to vote in favour of the
resolutions proposed at the General Meeting in respect of its entire
beneficial holding of Poundland Shares.
The Scheme is also subject to the Conditions and further terms set out in
Appendix I to this Announcement and to be set out in the Scheme Document.
Once the necessary approvals from holders of Poundland Shares have been
obtained and the other Conditions have been satisfied or (where applicable)
waived, the Scheme must be approved by the Court. The Scheme shall then
become Effective upon delivery of the Court Order to the Registrar of
Companies. Subject to satisfaction of the Conditions, the Scheme is
expected to become Effective by mid-September 2016.
Upon the Scheme becoming Effective, it shall be binding on all Poundland
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting.
Further details of the Scheme, including an indicative timetable for its
implementation, shall be set out in the Scheme Document.
It is expected that the Scheme Document and the Forms of Proxy accompanying
the Scheme Document will be published as soon as practicable and, in any
event, (save with the consent of the Panel) within 28 days of this
Announcement. The Scheme Document and Forms of Proxy will be made available
to all holders of Poundland Shares at no charge to them.
15 Conditions to the Offer
The Offer shall be subject to the Conditions and further terms set out in
Appendix I to this Announcement and to be set out in the Scheme Document.
The Scheme will be subject to the following conditions:
(i) its approval by a majority in number of the Poundland Shareholders who
are present and vote, whether in person or by proxy, at the Court
Meeting and who represent 75 per cent. in value of the Poundland Shares
voted by those Poundland Shareholders;
(ii) the resolution(s) required to approve and implement the Scheme being
duly passed by holders of Poundland Shares representing 75 per cent. or
more of votes cast at the General Meeting; and
(iii) the approval of the Scheme by the Court (with or without modification
but subject to any modification being on terms acceptable to Poundland
and SEAG) and the delivery of a copy of the Court Order to the
Registrar of Companies.
The Offer shall lapse if:
- the Court Meeting and the General Meeting are not held by the 22nd day
after the expected date of such meetings as set out in the Scheme
Document (or such later date as may be agreed between SEAG and
Poundland); or
- the Scheme does not become Effective by 30 November 2016,
provided, however, that the deadlines for the timing of the Court Meeting
and the General Meeting and the deadline for the Scheme to become Effective
may be extended by agreement between Poundland and SEAG (with the consent
of the Panel and the Court, if required).
The Offer is not conditional upon any antitrust approvals being obtained
and will close shortly after receiving the requisite approvals at the Court
Meeting and the General Meeting, and the Scheme being sanctioned by the
Court.
16 De-listing and re-registration
Prior to the Scheme becoming Effective, Poundland shall make an
application, which shall be conditional on the Scheme becoming Effective,
for the cancellation of the listing of Poundland Shares on the Official
List and for the cancellation of trading of the Poundland Shares on the
London Stock Exchange's main market for listed securities in each case to
take effect from or shortly after the Effective Date. The last day of
dealings in Poundland Shares on the Main Market of the London Stock
Exchange is expected to be the Business Day immediately prior to the
Effective Date and no transfers shall be registered after 6.00p.m. on that
date.
On the Effective Date, share certificates in respect of Poundland Shares
shall cease to be valid and entitlements to Poundland Shares held within
the CREST system shall be cancelled.
It is proposed, as part of the application to Court in connection with the
Scheme, to seek an order of the Court pursuant to Section 651 of the
Companies Act to re-register Poundland as a private limited company.
17 Dividend
Holders of Poundland Shares whose names are on the register on 9 September
2016 shall be entitled to receive the Agreed Dividend without any reduction
in the Offer Price payable under the terms of the Offer. The Agreed
Dividend will be paid on 23 September 2016.
If any dividend or other distribution is authorised, declared, made or paid
in respect of Poundland Shares on or after the date of this Announcement
and prior to closing of the Offer other than the Agreed Dividend, or in
excess of the Agreed Dividend, the Offer Price shall be reduced by the
amount of such dividend or other distribution or by the excess above the
Agreed Dividend.
18 Disclosure of Interests in Poundland
Save in respect of the irrevocable undertakings referred to in paragraph 6
above and as disclosed below, as at the close of business on 12 July 2016
(being the last practicable date prior to the date of this Announcement)
neither Steinhoff, SEAG nor any of its directors, nor, so far as Steinhoff
is aware, any person acting in concert (within the meaning of the Takeover
Code) with it has (i) any interest in or right to subscribe for any
relevant securities of Poundland, nor (ii) any short positions in respect
of relevant Poundland Shares (whether conditional or absolute and whether
in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery, nor (iii) borrowed or
lent any relevant Poundland Shares (including, for these purposes, any
financial collateral arrangements of the kind referred to in Note 4 on Rule
4.6 of the Takeover Code), save for any borrowed shares which had been
either on-lent or sold:
'Interests in securities' for these purposes arise, in summary, when a
person has long economic exposure, whether absolute or conditional, to
changes in the price of securities (and a person who only has a short
position in securities is not treated as interested in those securities).
In particular, a person will be treated as having an 'interest' by virtue
of the ownership, voting rights or control of securities, or by virtue of
any agreement to purchase, option in respect of, or derivative referenced
to, securities.
19 General
SEAG reserves the right to elect (subject to the consent of the Panel) to
implement the acquisition of the Poundland Shares not already directly or
indirectly owned by it by way of a takeover offer as an alternative to the
Scheme. In such event, the acquisition shall be implemented on
substantially the same terms as those which would apply to the Scheme
(subject to appropriate amendments, including an acceptance condition set
at 75 per cent. of the Poundland Shares or such lesser percentage, being
more than 50 per cent., as SEAG may decide).
The Offer shall be made subject to the Conditions and further terms set out
in Appendix I to this Announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained
in this Announcement are set out in Appendix II to this Announcement. A
summary of the irrevocable undertakings given in relation to the Offer is
contained in Appendix III to this Announcement. Certain terms used in this
Announcement are defined in Appendix IV to this Announcement.
Investec Bank plc, J.P. Morgan Cazenove and Rothschild have each given and
not withdrawn their consent to the publication of this Announcement with
the inclusion herein of the references to their names in the form and
context in which they appear.
20 Documents available on website
Copies of the following documents shall be made available on Steinhoff's
and Poundland's websites at www.steinhoffinternational.com and
www.poundlandcorporate.com respectively) until the end of the Offer:
- the irrevocable undertakings referred to in paragraph 6 above and
summarised in Appendix III to this Announcement;
- documents relating to the financing of the Scheme referred to in
paragraph 12 above;
- the written consents provided by each of Investec Bank plc, J.P. Morgan
Cazenove and Rothschild;
- the Confidentiality Agreement referred to in paragraph 13 above; and
- the Co-operation Agreement referred to in paragraph 13 above.
Further Information
Linklaters LLP are providing legal advice to Steinhoff and SEAG.
Freshfields Bruckhaus Deringer LLP are providing legal advice to Poundland.
Enquiries< /b>
Important Notices
Investec Bank plc is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the UK. Investec Bank plc is acting exclusively as financial
adviser to Steinhoff and SEAG and no one else in connection with the Offer
and shall not be responsible to anyone other than Steinhoff and SEAG for
providing the protections afforded to clients of Investec Bank plc nor for
providing advice in connection with the Offer or any matter referred to
herein.
J.P. Morgan Limited, which conducts its UK investment banking business as
J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated
in the United Kingdom by the Financial Conduct Authority. J.P. Morgan
Cazenove is acting as financial adviser exclusively for Poundland and no
one else in connection with the matters set out in this Announcement and
will not regard any other person as its client in relation to the matters
in this Announcement and will not be responsible to anyone other than
Poundland for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to any matter referred to
herein.
N. M. Rothschild & Sons Limited, which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for Poundland and no
one else in connection with the Offer and will not be responsible to anyone
other than Poundland for providing the protections afforded to its clients
or for providing advice in relation to the Offer or any other matters
referred to in this Announcement.
Shore Capital Stockbrokers Limited ("Shore Capital") which is authorised
and regulated in the United Kingdom by the Financial Conduct Authority is
acting as corporate broker to Poundland and no one else in connection with
the Offer and other matters described in this Announcement and will not be
responsible to anyone other than Poundland for providing the protections
afforded to clients of Shore Capital or for providing advice in relation to
the Offer and other matters described in this Announcement.
This Announcement is for information purposes only and does not constitute
an offer to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise. The Offer shall be made solely by means of the Scheme Document
or any document by which the Offer is made which shall contain the full
terms and Conditions of the Offer, including details of how to vote in
respect of the acquisition.
This Announcement has been prepared for the purpose of complying with
English law and the Takeover Code and the information disclosed may not be
the same as that which would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside the
United Kingdom.
Poundland shall prepare the Scheme Document to be distributed to holders of
Poundland Shares. Poundland, SEAG and Steinhoff urge Poundland Shareholders
to read the Scheme Document when it becomes available because it shall
contain important information relating to the Offer.
Overseas Shareholders
The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
The Offer relates to shares of a UK company and is proposed to be effected
by means of a scheme of arrangement under the laws of England and Wales. A
transaction effected by means of a scheme of arrangement is not subject to
proxy solicitation or tender offer rules under the US Securities Exchange
Act of 1934 (the "US Exchange Act"). Accordingly, the Scheme is subject to
the disclosure requirements, rules and practices applicable in the United
Kingdom to schemes of arrangement, which differ from the requirements of US
proxy solicitation or tender offer rules. However, if SEAG were to elect to
implement the Offer by means of a takeover offer in the circumstances
provided for in this Announcement, such takeover offer shall be made in
compliance with all applicable laws and regulations, including Section
14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover
would be made in the United States by SEAG and no one else. In addition to
any such takeover offer, SEAG, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Poundland outside such takeover offer
during the period in which such takeover offer would remain open for
acceptance. If such purchases or arrangements to purchase were to be made
they would be made outside the United States and would comply with
applicable law, including the US Exchange Act.
Unless otherwise determined by SEAG or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer shall not be made
available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and
no person may vote in favour of the offer by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in, into or
from such jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Offer to Poundland Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in
the United Kingdom should inform themselves of, and observe, any applicable
requirements.
The Offer shall be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the Financial Conduct Authority
and the UKLA.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Forward looking statements
This Announcement contains statements about Steinhoff, SEAG and Poundland
that are or may be forward looking statements. All statements other than
statements of historical facts included in this Announcement may be forward
looking statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements relating
to the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Steinhoff's or
Poundland's operations and potential synergies resulting from the Offer;
and (iii) the effects of government regulation on Steinhoff's or
Poundland's business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially
from those projected or implied in any forward looking statements. Due to
such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of the
date hereof. Each of Steinhoff, SEAG and Poundland disclaims any obligation
to update any forward looking or other statements contained herein, except
as required by applicable law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for Steinhoff or
Poundland, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings
per share for Steinhoff or Poundland, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree company
or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on
the 10th Business Day following the commencement of the Offer Period and,
if appropriate, by no later than 3.30 pm (London time) on the 10th Business
Day following the announcement in which any securities exchange offeror is
first identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of
the offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any securities
exchange offeror, save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule
8.3(b) applies must be made by no later than 3.30 pm (London time) on the
Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and
by any offeror and Dealing Disclosures must also be made by the offeree
company, by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be
made can be found in the Disclosure Table on the Panel's website at http://
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror
was first identified. If you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure,
you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on Website and Availability of Hard Copies
A copy of this Announcement shall be made available subject to certain
restrictions relating to persons resident in Restricted Jurisdictions on
Steinhoff's and Poundland's websites at www.steinhoffinternational.com and
http://www.poundlandcorporate.com respectively by no later than 12 noon
(London time) on 14 July 2016. For the avoidance of doubt, the content of
the websites referred to in this Announcement are not incorporated into and
do not form part of this Announcement.
You may request a hard copy of this Announcement by:
- for Steinhoff shareholders, contacting the Company Secretary at
Steinhoff UK Holdings Limited, 5th Floor Festival House, Jessop Avenue,
Cheltenham, Gloucestershire, GL50 3SH, United Kingdom. Telephone
number: +44 (0) 1242 586360; or
- for Poundland Shareholders, by writing to Poundland's registrar at
Computershare, The Pavilions, Bridgwater Road, Bristol BS13 8AE or by
calling them on 0370 707 1028 from within the UK or on +44 (0)370 707
1028 if calling from outside the UK.
You may also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in hard
copy form.
Rounding
Certain figures included in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same category
presented in different tables may vary slightly and figures shown as totals
in certain tables may not be an arithmetic aggregation of the figures that
precede them.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A: Conditions of the Scheme
The Offer is conditional upon the Scheme becoming unconditional and
Effective, subject to the Takeover Code, by not later than 30 November 2016
or such later date (if any) as SEAG and Poundland may agree and (if
required) the Panel and the Court may allow.
1 The Scheme shall be subject to the following conditions:
(i) its approval by a majority in number of the Poundland Shareholders who
are present and vote, whether in person or by proxy, at the Court
Meeting and who represent 75 per cent. or more in value of the
Poundland Shares voted by those Poundland Shareholders; and
such Court Meeting being held on or before the 22nd day after the expected
date of the Court Meeting as set out in the Scheme Document (or such later
date as may be agreed by SEAG and Poundland and the Court may allow);
(iii) the resolution(s) required to approve and implement the Scheme being
duly passed by holders of Poundland Shares representing 75 per cent. or
more of votes cast at the General Meeting; and
(iv) such General Meeting being held on or before the 22nd day after the
expected date of the General Meeting as set out in the Scheme Document
(or such later date as may be agreed by SEAG and Poundland and the
Court may allow); and
1.3 the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Poundland and SEAG) and the delivery of a copy of the
Court Order to the Registrar of Companies.
2 In addition, subject as stated in Part B below and to the requirements
of the Panel, the Offer shall be conditional upon the following
Conditions and, accordingly, the Court Order shall not be delivered to
the Registrar of Companies unless such Conditions (as amended if
appropriate) have been satisfied or, where relevant, waived:
Certain matters arising as a result of any arrangement, agreement, etc.
(a) except as Disclosed, there being no provision of any arrangement,
agreement, lease, licence, franchise, permit or other instrument to
which any member of the Wider Poundland Group is a party or by or to
which any such member or any of its assets is or may be bound, entitled
or be subject or any event or circumstance which, as a consequence of
the Offer or the acquisition or the proposed acquisition by any member
of the Wider Steinhoff Group of any shares or other securities (or the
equivalent) in Poundland or because of a change in the control or
management of any member of the Wider Poundland Group or otherwise,
could or might reasonably be expect to result in:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
Poundland Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member to
borrow monies or incur any indebtedness being withdrawn or inhibited or
being capable of becoming or being withdrawn or inhibited;
the creation, save in the ordinary and usual course of business, or
enforcement of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any member of the
Wider Poundland Group or any such mortgage, charge or other security
interest (whenever created, arising or having arisen) becoming enforceable;
any such arrangement, agreement, lease, licence, franchise, permit or other
instrument being terminated or the rights, liabilities, obligations or
interests of any member of the Wider Poundland Group being adversely
modified or adversely affected or any obligation or liability arising or
any adverse action being taken or arising thereunder;
any liability of any member of the Wider Poundland Group to make any
severance, termination, bonus or other payment to any of its directors, or
other officers;
the rights, liabilities, obligations, interests or business of any member
of the Wider Poundland Group or any member of the Wider Steinhoff Group
under any such arrangement, agreement, licence, permit, lease or instrument
or the interests or business of any member of the Wider Poundland Group or
any member of the Wider Steinhoff Group in or with any other person or body
or firm or company (or any arrangement or arrangement relating to any such
interests or business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or liability
arising or any adverse action being taken thereunder;
any member of the Wider Poundland Group ceasing to be able to carry on
business under any name under which it presently carries on business;
the value of, or the financial or trading position or prospects of, any
member of the Wider Poundland Group being prejudiced or adversely affected;
or
the creation or acceleration of any liability (actual or contingent) by any
member of the Wider Poundland Group other than trade creditors or other
liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which
any member of the Wider Poundland Group is a party or by or to which any
such member or any of its assets are bound, entitled or subject, would or
might result in any of the events or circumstances as are referred to in
Conditions (a)(i) to (viii);
Certain events occurring since 27 March 2016
(b) except as Disclosed, no member of the Wider Poundland Group having
since 27 March 2016:
(i) issued or agreed to issue or authorised or proposed or announced its
intention to authorise or propose the issue, of additional shares of
any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares, securities or convertible securities or
transferred or sold or agreed to transfer or sell or authorised or
proposed the transfer or sale of Poundland Shares out of treasury
(except, where relevant, as between Poundland and wholly owned
subsidiaries of Poundland or between the wholly owned subsidiaries of
Poundland and except for the issue or transfer out of treasury of
Poundland Shares on the exercise of employee share options or vesting
of employee share awards in the ordinary course under the Poundland
Share Plans);
except for the Agreed Dividend, recommended, declared, paid or made any
bonus, dividend or other distribution (whether payable in cash or
otherwise) other than dividends (or other distributions whether payable in
cash or otherwise) lawfully paid or made by any wholly owned subsidiary of
Poundland to Poundland or any of its wholly owned subsidiaries;
other than pursuant to the Offer (and except for transactions between
Poundland and its wholly owned subsidiaries or between the wholly owned
subsidiaries of Poundland and transactions in the ordinary course of
business), implemented, effected, authorised or proposed or announced its
intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal
of assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is material
in the context of the Wider Poundland Group taken as a whole;
except for transactions between Poundland and its wholly owned subsidiaries
or between the wholly owned subsidiaries of Poundland and transactions in
the ordinary course of business, disposed of, or transferred, mortgaged or
created any security interest over any material asset or any right, title
or interest in any material asset or authorised, proposed or announced any
intention to do so;
(except for transactions between Poundland and its wholly owned
subsidiaries or between the wholly owned subsidiaries of Poundland) issued,
authorised or proposed or announced an intention to authorise or propose,
the issue of or made any change in or to the terms of any debentures or
become subject to any contingent liability or incurred or increased any
indebtedness which is material in the context of the Wider Poundland Group
as a whole;
except in the ordinary course of business, entered into or varied or
authorised, proposed or announced its intention to enter into or vary any
contract, arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise), which is of a long term,
unusual or onerous nature or magnitude or which is or which involves or is
reasonably likely to involve an obligation of a nature or magnitude which
is reasonably likely to be materially restrictive on the business of any
member of the Wider Poundland Group which, taken together with any other
such material transaction, arrangement, agreement, contract or commitment,
is material in the context of the Wider Poundland Group as a whole;
entered into or varied the terms of, or made any offer (which remains open
for acceptance) to enter into or vary the terms of any contract, service
agreement, commitment or arrangement with any director or senior executive
of any member of the Wider Poundland Group;
proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any employee of the Wider Poundland Group
which are material in the context of the Wider Poundland Group taken as a
whole;
purchased, redeemed or repaid or announced any proposal to purchase, redeem
or repay any of its own shares or other securities or reduced or, except in
respect of the matters mentioned in sub-paragraph (i) above, made any other
change to any part of its share capital;
except in the ordinary course of business, waived, compromised or settled
any claim which is material in the context of the Wider Poundland Group as
a whole;
terminated or varied the terms of any agreement or arrangement between any
member of the Wider Poundland Group and any other person in a manner which
would or might reasonably be expected to have a material adverse effect on
the financial position of the Wider Poundland Group taken as a whole;
(except as disclosed on publicly available registers) made any alteration
to its memorandum or articles of association or other incorporation
documents;
except in relation to changes made or agreed as a result of, or arising
from, changes to legislation, made or agreed or consented to any change to:
(a) the terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider Poundland Group for
its directors, employees or their dependants;
(b) the contributions payable to any such scheme(s) or to the benefits
which accrue, or to the pensions which are payable, thereunder;
(c) the basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined; or
(d) the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued, made, agreed or consented to,
to an extent which is in any such case material in the context of the Wider
Poundland Group;
been unable, or admitted in writing that it is unable, to pay its debts or
commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally
or ceased or threatened to cease carrying on all or a substantial part of
its business;
(other than in respect of a member of the Wider Poundland Group which is
dormant and was solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator,
manager, administrative receiver, trustee or similar officer of all or any
material part of its assets or revenues or any analogous or equivalent
steps or proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction or had any such person appointed;
(except for transactions between Poundland and its wholly owned
subsidiaries or between the wholly owned subsidiaries), made, authorised,
proposed or announced an intention to propose any change in its loan
capital;
entered into, implemented or authorised the entry into, any joint venture,
asset or profit sharing arrangement, partnership or merger of business or
corporate entities; or
entered into any agreement, arrangement, commitment or contract or passed
any resolution or made any offer (which remains open for acceptance) with
respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition (b);
No adverse change, litigation, regulatory enquiry or similar
(c) except as Disclosed, since 27 March 2016 there having been:
(i) no adverse change and no circumstance having arisen which would or
might be expected to result in any adverse change in, the business,
assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Poundland Group
which is material in the context of the Wider Poundland Group;
no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or against
or remaining outstanding against or in respect of, any member of the Wider
Poundland Group or to which any member of the Wider Poundland Group is or
may become a party (whether as claimant, defendant or otherwise) having
been threatened, announced, instituted or remaining outstanding by, against
or in respect of, any member of the Wider Poundland Group, in each case
which might reasonably be expected to have a material adverse effect on the
Wider Poundland Group taken as a whole;
no enquiry, review or investigation by, or complaint or reference to, any
Third Party against or in respect of any member of the Wider Poundland
Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Poundland
Group, in each case which might reasonably be expected to have a material
adverse effect on the Wider Poundland Group taken as a whole;
no contingent or other liability having arisen or become apparent to SEAG
or increased other than in the ordinary course of business which is
reasonably likely to affect adversely the business, assets, financial or
trading position or profits or prospects of any member of the Wider
Poundland Group to an extent which is material in the context of the Wider
Poundland Group taken as a whole; and
no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Poundland Group
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which might
reasonably be expected to have a material adverse effect on the Wider
Poundland Group taken as a whole;
No discovery of certain matters regarding information, liabilities and
environmental issues
(d) except as Disclosed, SEAG not having discovered:
(i) that any financial, business or other information concerning the Wider
Poundland Group publicly announced prior to the date of this
Announcement or disclosed at any time to any member of the Wider
Steinhoff Group by or on behalf of any member of the Wider Poundland
Group prior to the date of this Announcement is misleading, contains a
material misrepresentation of any fact, or omits to state a fact
necessary to make that information not misleading, in any such case to
a material extent;
that any member of the Wider Poundland Group or any partnership, company or
other entity in which any member of the Wider Poundland Group has a
significant economic interest and which is not a subsidiary undertaking of
Poundland is subject to any liability, contingent or otherwise and which is
material in the context of the Wider Poundland Group taken as a whole;
that any past or present member of the Wider Poundland Group has not
complied with all applicable legislation, regulations or other requirements
of any jurisdiction or any Authorisations relating to the use, treatment,
storage, carriage, disposal, discharge, spillage, release, leak or emission
of any waste or hazardous substance or any substance likely to impair the
environment (including property) or harm human or animal health or
otherwise relating to environmental matters or the health and safety of
humans, which non-compliance would be likely to give rise to any liability
including any penalty for non-compliance (whether actual or contingent) on
the part of any member of the Wider Poundland Group;
that there has been a disposal, discharge, spillage, accumulation, release,
leak, emission or the migration, production, supply, treatment, storage,
transport or use of any waste or hazardous substance or any substance
likely to impair the environment (including any property) or harm human or
animal health which (whether or not giving rise to non-compliance with any
law or regulation), would be likely to give rise to any liability (whether
actual or contingent) on the part of any member of the Wider Poundland
Group;
that there is or is likely to be any obligation or liability (whether
actual or contingent) or requirement to make good, remediate, repair,
reinstate or clean up any property, asset or any controlled waters
currently or previously owned, occupied, operated or made use of or
controlled by any past or present member of the Wider Poundland Group (or
on its behalf), or in which any such member may have or previously have had
or be deemed to have had an interest, under any environmental legislation,
common law, regulation, notice, circular, Authorisation or order of any
Third Party in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto;
that circumstances exist (whether as a result of making the Offer or
otherwise) which would be reasonably likely to lead to any Third Party
instituting (or whereby any member of the Wider Poundland Group would be
likely to be required to institute), an environment audit or take any steps
which would in any such case be reasonably likely to result in any actual
or contingent liability to improve or install new plant or equipment or to
make good, repair, reinstate or clean up any property of any description or
any asset now or previously owned, occupied or made use of by any past or
present member of the Wider Poundland Group (or on its behalf) or by any
person for which a member of the Wider Poundland Group is or has been
responsible, or in which any such member may have or previously have had or
be deemed to have had an interest, which is material in the context of the
Wider Poundland Group taken as a whole;
Anti-corruption
any member of the Wider Poundland Group or any person that performs or has
performed services for or on behalf of any such company is or has engaged
in any activity, practice or conduct which would constitute an offence
under the Bribery Act 2010 or any other applicable anti-corruption
legislation;
any member of the Wider Poundland Group is ineligible to be awarded any
contract or business under section 23 of the Public Contracts Regulations
2006 or section 26 of the Utilities Contracts Regulations (2006) (each as
amended);
any past or present member of the Wider Poundland Group has engaged in any
activity or business with, or made any investments in, or made any payments
to any government, entity or individual covered by any of the economic
sanctions administered by the United Nations or the European Union (or any
of their respective member states) or the United States Office of Foreign
Assets Control or any other governments or supranational body or authority
in any jurisdiction; or
No criminal property
any asset of any member of the Wider Poundland Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act 2002
(but disregarding paragraph (b) of that definition).
Part B: Certain further terms of the Offer
1 Subject to the requirements of the Panel, SEAG reserves the right to
waive:
(i) any of the Conditions set out in the above Condition 1 for the timing
of the Court Meeting and General Meeting. If any such deadline is not
met, SEAG shall make an announcement by 8.00 a.m. on the Business Day
following such deadline confirming whether it has invoked or waived the
relevant Condition or agreed with Poundland to extend the deadline in
relation to the relevant Condition; and
in whole or in part, all or any of the above Conditions 2(a) to (d)
(inclusive).
2 If SEAG is required by the Panel to make an offer for Poundland Shares
under the provisions of Rule 9 of the Takeover Code, SEAG may make such
alterations to any of the above Conditions and terms of the Offer as
are necessary to comply with the provisions of that Rule.
3 The Offer shall lapse if:
(a) in so far as the Offer or any matter arising from or relating to the
Scheme or Offer constitutes a concentration with a Community dimension
within the scope of the Regulation, the European Commission either
initiates proceedings under Article 6(1)(c) of the Regulation or makes
a referral to a competent authority in the United Kingdom under Article
9(1) of the Regulation and there is then a CMA Phase 2 Reference; or
(b) in so far as the Offer or any matter arising from the Scheme or Offer
does not constitute a concentration with a Community dimension within
the scope of the Regulation, the Scheme or Offer or any matter arising
from or relating to the Offer becomes subject to a CMA Phase 2
Reference,
in each case, before the date of the Court Meeting.
4 Conditions 2(a) to (d) must be fulfilled or waived (if capable of
waiver) by SEAG by no later than 11.59 p.m. on the Business Day
immediately preceding the date of the Court hearing to sanction the
Scheme. Subject to this obligation upon SEAG, SEAG shall be under no
obligation to waive (if capable of waiver), to determine to be or
remain satisfied or to treat as fulfilled any of Conditions 2(a) to (d)
(inclusive) by a date earlier than the latest date for the fulfilment
or waiver of that Condition notwithstanding that the other Conditions
of the Offer may at such earlier date have been waived or fulfilled and
that there are at such earlier date no circumstances indicating that
any of such Conditions may not be capable of fulfilment.
5 The Poundland Shares acquired under the Offer shall be acquired fully
paid and free from all liens, equities, charges, encumbrances, options,
rights of pre-emption and any other third party rights and interests of
any nature and together with all rights now or hereafter attaching or
accruing to them, including, without limitation, voting rights and the
right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid, or any other return of
capital (whether by reduction of share capital or share premium account
or otherwise) made, on or after the date of this Announcement, save for
the Agreed Dividend.
6 If, after the date of this Announcement but prior to the Effective
Date, save for the Agreed Dividend, any dividend or other distribution
is declared, paid or made or becomes payable by Poundland, SEAG
reserves the right (without prejudice to any right of SEAG, with the
consent of the Panel, to invoke Condition 2(b)(ii) above) to reduce the
consideration payable under the Offer by the aggregate amount of such
dividend or distribution, and accordingly reduce the Offer Price.
If any such dividend or distribution occurs (other than the Agreed
Dividend), any reference in this Announcement to the consideration payable
or the Offer Price shall be deemed to be a reference to the consideration
or Offer Price as so reduced. If such reduction occurs, notwithstanding the
terms on which the Poundland Shares are expressed to be acquired by SEAG
pursuant to the Offer in Appendix I, the Poundland Shares shall be acquired
by or on behalf of SEAG pursuant to the Offer together with all rights now
and hereafter attaching to such shares including, without limitation,
voting rights and the right to receive and retain in full all dividends and
other distributions (if any) declared, made or paid, or any other return of
capital (whether by reduction of share capital or share premium account or
otherwise) made, on or after the date of this Announcement, save for the
Agreed Dividend and such dividend or distribution in respect of which such
reduction has been made, if applicable.
To the extent that such a dividend or distribution has been declared, paid,
made or is payable, it shall be (i) transferred pursuant to the Offer on a
basis which entitles SEAG to receive the dividend or distribution and to
retain it; or (ii) cancelled, and the consideration payable and the Offer
Price shall not be subject to change in accordance with this paragraph.
Any exercise by SEAG of its rights referred to in this paragraph shall be
the subject of an announcement and, for the avoidance of doubt, shall not
be regarded as constituting any revision or variation of the Offer.
7 SEAG reserves the right to elect (with the consent of the Panel) to
implement the Offer by way of a takeover offer as it may determine in
its absolute discretion. In such event, the acquisition shall be
implemented on substantially the same terms, so far as applicable, as
those which would apply to the Scheme, subject to appropriate
amendments, including (without limitation) an acceptance condition set
at 75 per cent. (or such lesser percentage, being more than 50 per
cent., as SEAG may decide) of the Poundland Shares.
8 The availability of the Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.
9 The Offer is not being made, directly or indirectly, in, into or from,
or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of,
or of any facility of a national, state or other securities exchange
of, any jurisdiction where to do so would violate the laws of that
jurisdiction.
10 The Offer is governed by the law of England and Wales and is subject to
the jurisdiction of the English courts and to the Conditions and
further terms set out in this Appendix I and to be set out in the
Scheme Document. The Offer shall be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock
Exchange, the Financial Conduct Authority and the UKLA.
11 Each of the Conditions shall be regarded as a separate Condition and
shall not be limited by reference to any other Condition.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The Cash Value of the Offer of approximately £597 million is based on
268,911,781 fully diluted Poundland Shares consisting of:
(a) 268,701,797 Poundland Shares in issue on 12 July 2016, being the last
dealing day prior to the date of this Announcement; and
(b) 209,984 Poundland Shares in respect of awards which may vest as a
result
of the Offer.
(ii) The Closing Prices on 13 June 2016 and 12 July 2016 are taken from the
Daily Official List.
Unless otherwise stated, the financial information relating to Poundland is
extracted from the audited consolidated financial statements of Poundland
for the financial year to 27 March 2016, prepared in accordance with IFRS.
Unless otherwise stated, the financial information relating to Steinhoff is
extracted from the Quarterly Statement of Steinhoff for the nine months
ended 31 March 2016.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Poundland Directors' Irrevocable Undertakings
Steinhoff has received irrevocable undertakings from each of the Poundland
Directors to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting, in respect of a total of
14,719,261 Poundland Shares, representing approximately 5.5 per cent. of
the share capital of Poundland in issue on 12 July 2016 (being the latest
practicable date prior to publication of this Announcement), comprised as
follows:
These irrevocable undertakings shall cease to be binding if (i) Steinhoff
announces before publication of the Scheme Document that it does not intend
to proceed with the Offer and no new, revised or replacement Scheme is
announced by Steinhoff in accordance with Rule 2.7 of the Takeover Code, or
(ii) the Scheme (or takeover offer, as applicable) does not become
Effective or lapses in accordance with its terms, or is withdrawn. These
irrevocable undertakings remain binding in the event of a competing offer.
Other Poundland Shareholders
Irrevocable Undertakings
In terms of the irrevocable undertaking given by Canada Life Investments,
it agrees not to dispose of, charge, pledge or otherwise encumber or grant
any option or other right over or otherwise deal in any of the Poundland
Shares beneficially owned by it, except pursuant to the Offer.
In the event that a third party announces a proposal pursuant to Rule 2.7
of the Takeover Code to acquire the entire issued and to be issued share
capital of Poundland, and such proposal provides for consideration of no
less than 120 per cent. of the value of the Offer Price, and Steinhoff have
not announced a higher offer on or before seven days after the date of
announcement of the higher competing offer, then all of the obligations of
Canada Life Investments under its irrevocable undertaking shall immediately
lapse.
In addition, SEAG has undertaken in the Co-operation Agreement to vote in
favour of the resolutions proposed at the General Meeting in respect of its
entire beneficial holding of Poundland Shares. SEAG is not permitted to
vote on the Scheme at the Court Meeting.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All references to "Euros", "EUR" and "EUR" are to the lawful currency of
the member states of the European Union that adopt a single currency in
accordance with the Treaty establishing the European Community as amended
by the Treaty on the European Union.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
13.07.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: Steinhoff International Holdings N.V.
Herengracht 466
1017 CA Amsterdam
Netherlands
Phone: +27218080700
Fax: +27218080800
E-mail: investors@steinhoffinternational.com
Internet: www.steinhoffinternational.com
ISIN: NL0011375019
WKN: A14XB9
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
End of Announcement DGAP News-Service
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OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
13 July 2016
RECOMMENDED CASH OFFER
for
Poundland Group PLC
by
Steinhoff Europe AG
to be effected
by way of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Summary
- The boards of Steinhoff International Holdings N.V. ("Steinhoff") and
Poundland Group PLC ("Poundland") are pleased to announce that they
have reached agreement on the terms of a recommended cash offer
pursuant to which Steinhoff Europe AG ("SEAG") or a wholly-owned
subsidiary of SEAG (with the support of its ultimate parent company,
Steinhoff) shall acquire the entire issued and to be issued share
capital of Poundland not already directly or indirectly owned by it
(the "Offer").
- Each Poundland Shareholder shall be entitled to receive 222 pence in
cash for each Poundland Share held (the "Cash Value"), comprising:
- under the terms of the Offer, 220 pence in cash for each Poundland
Share held by each Poundland Shareholder (the "Offer Price"); and
- the final dividend of two pence per Poundland Share announced in the
Poundland results announcement for the year ended 27 March 2016, dated
16 June 2016 (the "Agreed Dividend"), which will be paid on 23
September 2016 to holders of Poundland Shares whose names are on the
register at the close of business on 9 September 2016,
valuing the entire issued and to be issued share capital of Poundland at
approximately £597 million on a fully diluted basis.
- The Cash Value of 222 pence in cash represents a premium of
approximately:
- 40.3 per cent. to the Closing Price per Poundland Share of 158.25 pence
on 13 June 2016 (being the last Business Day prior to the first
acquisition of Poundland Shares by SEAG); and
- 13.3 per cent. to the Closing Price per Poundland Share of 196 pence on
12 July 2016 (being the latest practicable date prior to publication of
this Announcement).
- The Offer Price of 220 pence represents a premium of approximately 39.0
per cent. to the Closing Price per Poundland Share of 158.25 pence on
13 June 2016 (being the Business Day prior to the first acquisition of
Poundland Shares by SEAG).
- It is intended that the Offer will be implemented by way of a Court-
sanctioned scheme of arrangement under Part 26 of the Companies Act
(or, if SEAG elects, with the consent of the Panel, a takeover offer
under Part 28 of the Companies Act).
- The Poundland Directors, who have been so advised by J.P. Morgan
Cazenove and Rothschild as to the financial terms of the Offer,
consider the terms of the Offer to be fair and reasonable. In providing
advice to the Poundland Directors, J.P. Morgan Cazenove and Rothschild
have taken into account the commercial assessments of the Poundland
Directors. Rothschild is providing independent financial advice to the
Poundland Directors for the purposes of Rule 3 of the Takeover Code.
- Accordingly, the Poundland Directors intend to recommend unanimously
that Poundland Shareholders vote in favour of the Scheme at the Court
Meeting and the resolutions to be proposed at the General Meeting as
the Poundland Directors who hold Poundland Shares have irrevocably
undertaken to do (in their personal capacity) in respect of their own
beneficial holdings (or those they otherwise control the exercise of)
of 14,719,261 Poundland Shares, representing approximately 5.5 per
cent. of the share capital of Poundland in issue on 12 July 2016 (being
the latest practicable date prior to the date of publication of this
Announcement).
- As at 12 July (being the latest practicable date prior to publication
of this Announcement) SEAG was directly interested in 63,473,352
Poundland Shares, representing approximately 23.6 per cent. of
Poundland's issued share capital. SEAG has undertaken in the Co-
operation Agreement to vote in favour of the resolutions to be proposed
at the General Meeting in respect of its entire beneficial holding of
Poundland Shares (but SEAG will not be permitted to vote at the Court
Meeting).
Taking into account the irrevocable undertakings from the Poundland
Directors and Canada Life Investments, Steinhoff has therefore received
irrevocable undertakings to vote in favour of (i) the Scheme at the Court
Meeting representing, in aggregate, approximately 9 per cent. of Poundland
Shares held by holders eligible to vote at the Court Meeting and (ii) the
resolutions to be proposed at the General Meeting representing, in
aggregate, approximately 7 per cent. of Poundland's issued share capital
and, (for purposes of the General Meeting only) when aggregated with the
Poundland Shares that Steinhoff already holds (through SEAG), 30.6 per
cent. of the Poundland share capital in issue, in each case on 12 July 2016
(being the latest practicable date prior to publication of this
Announcement).
Further details of these irrevocable undertakings are set out in Appendix
III to this Announcement.
- The Offer shall be put to Poundland Shareholders at the Court Meeting
and at the General Meeting. In order to become Effective, the Scheme
must be approved by a majority in number of the Poundland Shareholders
voting at the Court Meeting, either in person or by proxy, representing
at least 75 per cent. in value of the Poundland Shares voted (in both
cases excluding SEAG who will not be permitted to vote at the Court
Meeting). In addition, a special resolution implementing the Scheme
must be passed by holders of Poundland Shares representing at least 75
per cent. of votes cast at the General Meeting, either in person or by
proxy (including SEAG who will be permitted to vote at the General
Meeting).
- The Scheme Document, containing further information about the Offer and
notices of the Court Meeting and the General Meeting shall be published
as soon as practicable and, in any event, within 28 days of this
Announcement, unless SEAG and Poundland otherwise agree, and the
Takeover Panel consents, to a later date. Subject to the Conditions and
certain further terms set out in Appendix I to this Announcement, the
Offer is expected to become Effective by mid-September 2016. The Scheme
Document will contain an expected timetable for the Offer process.
Commenting on the Offer, Darren Shapland, Chairman of Poundland, said:
"The Poundland Board believes that SEAG's all-cash offer presents Poundland
shareholders with an opportunity to realise their shareholding at a certain
and attractive price, securing earlier delivery of the Poundland Group's
medium term value than could be expected from the ongoing turnaround
process against a background of increasing economic uncertainty in the UK
and a more challenging trading environment.
The single-price sector has undergone significant modernisation and
professionalisation in recent years and is now a mainstream feature of UK
retail. Through the hard work and dedication of our many thousands of
talented colleagues, Poundland has played a pivotal role in that
transformation. Steinhoff is a well-capitalised, international business
with a clear and proven commitment to value retailing. They share our
vision for the growth and expansion of Poundland and, as such, we believe
they are a suitable and appropriate partner for our colleagues, our
suppliers and stakeholders."
Commenting on the Offer, Markus Jooste, CEO of Steinhoff, said:
"The Board of Steinhoff and its management team are enthusiastic about the
opportunities that this transaction brings: we believe that there is
significant merit in bringing Poundland into Steinhoff's global network.
Steinhoff is developing a fast-growing, price-led retail business across
the UK and the rest of Europe. Poundland would be a complementary fit to
this growth story.
Steinhoff recognises the strength and value of the Poundland management
team and anticipates that they will play a key role in the ongoing growth
and development of Poundland as part of the Steinhoff group. We look
forward to welcoming Poundland employees to be part of one of Europe's
leading multi-format discount retailers."
This summary should be read in conjunction with, and is subject to, the
full text of this Announcement (including its Appendices). The Offer shall
be subject to the Conditions and further terms set out in Appendix I to
this Announcement and to the full terms and conditions which shall be set
out in the Scheme Document. Appendix II to this Announcement contains the
sources of information and bases of calculations of certain information
contained in this Announcement, Appendix III contains a summary of the
irrevocable undertakings received in relation to this Offer and Appendix IV
contains definitions of certain expressions used in this summary and in
this Announcement.
Further Information
Linklaters LLP are providing legal advice to Steinhoff and SEAG.
Freshfields Bruckhaus Deringer LLP are providing legal advice to Poundland.
Enquiries
Steinhoff and SEAG Tel: +27 (0)21 808 0711
Mariza Nel, Director, Corporate
Services (Investor Relations)
Nick Agarwal (UK Press) Tel: +44 (0)75 6810 1045
Investec Bank plc (financial adviser to Tel: +44 (0)20 7597 4000
Steinhoff and SEAG)
Andrew Pinder / David Anderson
Sara Hale / Henry Reast (Corporate
Broking)
Poundland
Darren Shapland, Chairman Tel: +44 (0)12 1526 8688
Philip Dorgan, Head of Investor Tel: +44 (0)12 1568 7000
Relations
J.P. Morgan Cazenove (joint financial Tel: +44 (0) 20 7742 4000
adviser and corporate broker to
Poundland)
Toby Radford / Caroline Thomlinson
Mark Breuer / James Robinson
Rothschild (joint financial adviser to Tel: +44 (0) 20 7280 5000
Poundland)
Majid Ishaq
John Byrne
Shore Capital (corporate broker to Tel: +44 (0) 20 7408 4050
Poundland)
Dru Danford
Patrick Castle
Citigate Dewe Rogerson (PR adviser to
Poundland)
Simon Rigby Tel: +44 (0) 20 7282 2847
Kevin Smith Tel: +44 (0) 20 7282 1054
Nick Hayns Tel: +44 (0) 20 7282 1032
Important Notices
Investec Bank plc is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the UK. Investec Bank plc is acting exclusively as financial
adviser to Steinhoff and SEAG and no one else in connection with the Offer
and shall not be responsible to anyone other than Steinhoff and SEAG for
providing the protections afforded to clients of Investec Bank plc nor for
providing advice in connection with the Offer or any matter referred to
herein.
J.P. Morgan Limited, which conducts its UK investment banking business as
J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated
in the United Kingdom by the Financial Conduct Authority. J.P. Morgan
Cazenove is acting as financial adviser exclusively for Poundland and no
one else in connection with the matters set out in this Announcement and
will not regard any other person as its client in relation to the matters
in this Announcement and will not be responsible to anyone other than
Poundland for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to any matter referred to
herein.
N. M. Rothschild & Sons Limited, which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for Poundland and no
one else in connection with the Offer and will not be responsible to anyone
other than Poundland for providing the protections afforded to its clients
or for providing advice in relation to the Offer or any other matters
referred to in this Announcement.
Shore Capital Stockbrokers Limited ("Shore Capital") which is authorised
and regulated in the United Kingdom by the Financial Conduct Authority is
acting as corporate broker to Poundland and no one else in connection with
the Offer and other matters described in this Announcement and will not be
responsible to anyone other than Poundland for providing the protections
afforded to clients of Shore Capital or for providing advice in relation to
the Offer and other matters described in this Announcement.
This Announcement is for information purposes only and does not constitute
an offer to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise. The Offer shall be made solely by means of the Scheme Document
or any document by which the Offer is made which shall contain the full
terms and Conditions of the Offer, including details of how to vote in
respect of the acquisition.
This Announcement has been prepared for the purpose of complying with
English law and the Takeover Code and the information disclosed may not be
the same as that which would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside the
United Kingdom.
Poundland shall prepare the Scheme Document to be distributed to holders of
Poundland Shares. Poundland, SEAG and Steinhoff urge Poundland Shareholders
to read the Scheme Document when it becomes available because it shall
contain important information relating to the Offer.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Overseas Shareholders
The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
The Offer relates to shares of a UK company and is proposed to be effected
by means of a scheme of arrangement under the laws of England and Wales. A
transaction effected by means of a scheme of arrangement is not subject to
proxy solicitation or tender offer rules under the US Securities Exchange
Act of 1934 (the "US Exchange Act"). Accordingly, the Offer is subject to
the disclosure requirements, rules and practices applicable in the United
Kingdom to schemes of arrangement, which differ from the requirements of US
proxy solicitation or tender offer rules. However, if SEAG were to elect to
implement the Offer by means of a takeover offer in the circumstances
provided for in this Announcement, such takeover offer shall be made in
compliance with all applicable laws and regulations, including Section
14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover
would be made in the United States by SEAG and no one else. In addition to
any such takeover offer, SEAG, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Poundland outside such takeover offer
during the period in which such takeover offer would remain open for
acceptance. If such purchases or arrangements to purchase were to be made
they would be made outside the United States and would comply with
applicable law, including the US Exchange Act.
Unless otherwise determined by SEAG or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer shall not be made
available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and
no person may vote in favour of the offer by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in, into or
from such jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Offer to Poundland Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in
the United Kingdom should inform themselves of, and observe, any applicable
requirements.
The Offer shall be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the Financial Conduct Authority
and the UKLA.
Forward Looking Statements
This Announcement contains statements about Steinhoff, SEAG and Poundland
that are or may be forward looking statements. All statements other than
statements of historical facts included in this Announcement may be forward
looking statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements relating
to the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Steinhoff's or
Poundland's operations and potential synergies resulting from the Offer;
and (iii) the effects of government regulation on Steinhoff's or
Poundland's business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially
from those projected or implied in any forward looking statements. Due to
such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of the
date hereof. Each of Steinhoff, SEAG and Poundland disclaims any obligation
to update any forward looking or other statements contained herein, except
as required by applicable law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for Steinhoff or
Poundland, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings
per share for Steinhoff or Poundland, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree company
or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on
the 10th Business Day following the commencement of the Offer Period and,
if appropriate, by no later than 3.30 pm (London time) on the 10th Business
Day following the announcement in which any securities exchange offeror is
first identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of
the offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any securities
exchange offeror, save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule
8.3(b) applies must be made by no later than 3.30 pm (London time) on the
Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and
by any offeror and Dealing Disclosures must also be made by the offeree
company, by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be
made can be found in the Disclosure Table on the Panel's website at http://
www.thetakeoverpanel.org.uk/, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror
was first identified. If you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure,
you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on Website and Availability of Hard Copies
A copy of this Announcement shall be made available subject to certain
restrictions relating to persons resident in Restricted Jurisdictions on
Steinhoff's and Poundland's websites at www.steinhoffinternational.com and
www.poundlandcorporate.com respectively by no later than 12 noon (London
time) on 14 July 2016. For the avoidance of doubt, the contents of the
websites referred to in this Announcement are not incorporated into and not
do form part of this Announcement.
You may request a hard copy of this Announcement by:
- for Steinhoff shareholders, contacting the Company Secretary at
Steinhoff UK Holdings Limited, 5th Floor Festival House, Jessop Avenue,
Cheltenham, Gloucestershire, GL50 3SH, United Kingdom. Telephone
number: +44 (0) 1242 586360; or
- for Poundland Shareholders, by writing to Poundland's registrar at
Computershare, The Pavilions, Bridgwater Road, Bristol BS13 8AE or by
calling them on 0370 707 1028 from within the UK or on +44 (0)370 707
1028 if calling from outside the UK.
You may also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in hard
copy form.
Rounding
Certain figures included in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same category
presented in different tables may vary slightly and figures shown as totals
in certain tables may not be an arithmetic aggregation of the figures that
precede them.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
13 July 2016
RECOMMENDED CASH OFFER
for
Poundland Group PLC
by
Steinhoff Europe AG
to be effected
by way of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
1 Introduction
The boards of Steinhoff and Poundland are pleased to announce that they
have reached agreement on the terms of a recommended cash offer pursuant to
which SEAG or a wholly-owned subsidiary of SEAG (with the support of its
ultimate parent Company, Steinhoff) shall acquire the entire issued and to
be issued share capital of Poundland not already directly or indirectly
owned by it. As at 12 July 2016 (being the latest practicable date prior to
publication of this Announcement) SEAG was directly interested in
63,473,352 Poundland Shares, representing approximately 23.6 per cent. of
Poundland's issued share capital.
It is intended that the Offer is to be effected by means of a Court-
sanctioned scheme of arrangement under Part 26 of the Companies Act.
2 The Offer
Under the terms of the Offer, which shall be subject to the Conditions and
further terms set out in Appendix I to this Announcement and to be set out
in the Scheme Document, each Poundland Shareholder shall be entitled to
receive:
for each Poundland Share 220 pence in cash
The Offer, together with the Agreed Dividend, values the entire issued
share capital of Poundland at approximately £597 million on a fully diluted
basis.
The Agreed Dividend of two pence per Poundland Share was announced in the
Poundland results announcement for the year ended 27 March 2016, dated 16
June 2016, and will be paid on 23 September 2016 to holders of Poundland
Shares whose names are on the register at the close of business on 9
September 2016.
The Cash Value of 222 pence in cash (being the aggregate of the Offer Price
and the Agreed Dividend) represents a premium of approximately:
- 40.3 per cent. to the Closing Price per Poundland Share of 158.25 pence
on 13 June 2016 (being the last Business Day prior to the first
acquisition of Poundland Shares by SEAG); and
- 13.3 per cent. to the Closing Price per Poundland Share of 196 pence on
12 July 2016 (being the latest practicable date prior to publication of
this Announcement).
The Offer Price of 220 pence represents a premium of approximately 39.0 per
cent. to the Closing Price per Poundland Share of 158.25 pence on 13 June
2016 (being the Business Day prior to the first acquisition of Poundland
Shares by SEAG).
It is currently expected that the Scheme Document shall be published in
early August, that the Court Meeting and the General Meeting shall be held
on 7 September 2016 and that the Scheme shall become Effective by mid-
September 2016.
3 Background to and reasons for the Offer
Steinhoff has a proven track record of acquiring and successfully
integrating relevant companies and their brands into its network of retail
companies supported by an efficient integrated supply chain in Europe,
Africa and the Pacific Rim.
Steinhoff is developing a fast-growing, price-led retail business across
the UK and the rest of Europe. Steinhoff believes the Poundland business
will be an attractive addition to its existing multi-format discount retail
business, and accelerate the group's customer proposition and growth
dynamics.
4 Background to and reasons for the recommendation
The Poundland Board believes that SEAG's all-cash offer provides
Poundland's shareholders with the opportunity to realise their shareholding
at an attractive price and at a significant premium to Poundland's
undisturbed share price.
The past year has been both challenging and transformative for Poundland.
The acquisition of 99p Stores strengthened Poundland's position as Europe's
biggest single-price discounter and positions it well for the long term,
but also placed significant strain on the core business. The conversion of
99p Stores to the Poundland fascia was completed ahead of schedule, but was
more capital intensive and needed more attention from management than
expected. Also, as Poundland has reported over the past year, the impact of
increased competition, falling high street footfall, and changing consumer
shopping behaviour have impacted performance.
When considering the Offer, the Poundland Directors have taken into account
the current market conditions, including the short term and long term
challenges and opportunities for the business, and the likely time required
for Poundland to improve performance and achieve its strategy. In addition,
the UK's decision to leave the EU has increased short term uncertainty. The
Poundland Directors have also considered the benefits that being part of a
larger diversified retail group would bring to the Poundland business.
The Poundland Directors considered the Offer with regard to price,
deliverability and with reference to the range of other strategic options
available to Poundland. In particular, the Poundland Directors have
evaluated the terms of the Offer in relation to the prospects of the
business and the potential medium term standalone value of Poundland
Shares. The Poundland Directors have also considered the interests of
Poundland employees, customers and other stakeholders in addition to the
economic benefits to Poundland Shareholders.
The Poundland Board believes that Steinhoff is a strong, well-capitalised
partner which can continue to develop the Poundland business. Steinhoff
provides Poundland with significantly greater access to broader and deeper
capital resources and global synergies. The Poundland Board expects that
Steinhoff will be able to accelerate Poundland's strategy by expanding its
routes to market and exploiting the greater scale and reach of Steinhoff's
operations.
Following careful consideration of the above factors, the Poundland Board
believes that the Offer reflects an attractive price for the business and
provides certainty, in cash, to Poundland Shareholders today.
5 Recommendation
Following careful consideration of the above factors, the Poundland
Directors, who have been so advised by J.P. Morgan Cazenove and Rothschild
as to the financial terms of the Offer, consider the terms of the Offer to
be fair and reasonable. In providing advice to the Poundland Directors,
J.P. Morgan Cazenove and Rothschild have taken into account the commercial
assessments of the Poundland Directors. Rothschild is providing independent
financial advice to the Poundland Directors for the purposes of Rule 3 of
the Takeover Code.
Accordingly, the Poundland Directors intend to recommend unanimously that
Poundland Shareholders vote in favour of the Scheme at the Court Meeting
and the resolutions to be proposed at the General Meeting, as the Poundland
Directors who hold Poundland Shares have irrevocably undertaken to do (in
their personal capacity) in respect of their own beneficial holdings (or
those they otherwise control the exercise of) of 14,719,261 Poundland
Shares, representing approximately 5.5 per cent. of the share capital of
Poundland in issue on 12 July 2016 (being the latest practicable date prior
to the date of publication of this Announcement).
6 Irrevocable undertakings
Steinhoff has received irrevocable undertakings from each of the Poundland
Directors to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting, in respect of a total of
14,719,261 Poundland Shares, representing approximately 5.5 per cent. of
the share capital of Poundland in issue on 12 July 2016 (being the latest
practicable date prior to publication of this Announcement). These
irrevocable undertakings remain binding in the event of a competing offer.
Further details of these irrevocable undertakings (including the
circumstances in which they shall fall away) are set out in Appendix III to
this Announcement.
Steinhoff has also received an irrevocable undertaking to vote in favour of
the Scheme at the Court Meeting and the resolutions to be proposed at the
General Meeting from Canada Life Investments in respect of a total of
4,075,404 Poundland Shares representing, in aggregate, approximately 2 per
cent. of Poundland Shares held by holders eligible to vote at the Court
Meeting and approximately 1.5 per cent. of Poundland's issued share
capital.
Further details of these irrevocable undertakings are set out in Appendix
III to this Announcement.
SEAG has also undertaken in the Co-operation Agreement to vote in favour of
the resolutions proposed at the General Meeting in respect of its entire
beneficial holding of Poundland Shares being 63,473,352 Poundland Shares,
representing approximately 23.6 per cent. of Poundland's issued share
capital. SEAG is not permitted to vote on the Scheme at the Court Meeting.
Taking into account the irrevocable undertakings from the Poundland
Directors and Canada Life Investments, Steinhoff has therefore received
irrevocable undertakings to vote in favour of (i) the Scheme at the Court
Meeting representing, in aggregate, approximately 9 per cent. of Poundland
Shares held by holders eligible to vote at the Court Meeting and (ii) the
resolutions to be proposed at the General Meeting representing, in
aggregate, approximately 7 per cent. of Poundland's issued share capital
and, (for purposes of the General Meeting only) when aggregated with the
Poundland Shares that Steinhoff already holds (through SEAG), 30.6 per
cent. of the Poundland share capital in issue, in each case on 12 July 2016
(being the latest practicable date prior to publication of this
Announcement).
7 Information on Steinhoff and SEAG
Steinhoff is an integrated retailer that manufactures, sources and retails
furniture, household goods and general merchandise in Europe, Africa and
Australasia. Steinhoff's vertically integrated business model is based upon
a strategy of sourcing and manufacturing products at low cost and
distributing them to its value-conscious customer base through its
extensive retail footprint.
Steinhoff's integrated retail divisions comprise of:
- Household goods comprising furniture and homeware retail businesses;
- General Merchandise focusing on clothing and footwear, accessories and
homeware; and
- Automotive dealerships in South Africa which provide vehicles, parts,
insurance, accessories and servicing.
Steinhoff has a primary listing on the Frankfurt Stock Exchange and a
secondary listing on the Johannesburg Stock Exchange and as at 12 July 2016
(being the latest practicable date prior to publication of this
Announcement) has a market capitalisation of approximately EUR21 billion.
Steinhoff reported revenue and operating profit for the nine-months ended
31 March 2016 of EUR9.9 billion and EUR1.1 billion respectively, and
employs approximately 105,000 people.
Steinhoff, through SEAG as its wholly owned subsidiary, is a holding
company invested predominantly in household goods and diversified related
industries with interests in the United Kingdom, Continental Europe, and
the Pacific Rim. It employs a vertically integrated and geographically
diverse business model, covering the full spectrum from raw material to
retail outlets across an extensive product range.
8 Information on Poundland
Poundland is the largest single-price value general merchandise retailer in
Europe by both sales and by number of stores. Poundland operates a network
of over 900 stores across the UK, Republic of Ireland, and Spain.
Poundland is a price-driven, volume-led business offering an extensive
range of products across 17 categories, with the average Poundland store
carrying approximately 3,500 core range SKUs, including over 1,000 branded
products, including Cadbury, Mars, Heinz, Nestle, Colgate, Coca Cola,
Walkers and McVities, and a number of own branded products, including Jane
Asher's Kitchen, Make-up Gallery cosmetics and Purple Ivy Jewellery.
Poundland operates from headquarters in Willenhall, West Midlands, and
employed on average 18,000 colleagues in the financial year ended 27 March
2016. Poundland distribution capacity was enhanced in June 2016 with a new
purpose built 350,000 sq. ft. distribution centre at Wigan.
In the financial year ended 27 March 2016, Poundland generated revenue of
£1,326.0 million and Underlying EBITDA* of £56.9 million with an Underlying
comparable EBITDA margin* of 4.6 per cent.
* Underlying includes contributions from converted 99p stores.
9 Management, employees and locations
The transaction will create an exciting opportunity for the Poundland
management and employees to join Steinhoff. Steinhoff recognises the
strength and value of the Poundland management and employees and considers
them to be important to the future success of Poundland. Following the
completion of the Offer, the existing contractual and statutory employment
rights of the Poundland executive directors, Poundland Executive Committee
and employees shall be fully observed and pension obligations complied
with, in accordance with applicable law.
Steinhoff's plans for Poundland do not involve any material change in the
conditions of employment of Poundland's employees. Steinhoff has no plans
to change Poundland's places of business.
Steinhoff has agreed to enter into good faith discussions with Poundland to
determine the treatment of Poundland's bonus arrangements for the current
financial year.
10 Arrangements between Steinhoff and Poundland management
Steinhoff has agreed that any executive director or member of the Poundland
Executive Committee who leaves employment within 24 months following the
Effective Date for a good leaver reason will be eligible to a payment in
lieu of any part of his or her notice period that is not required to be
worked in a single lump sum.
Steinhoff has acknowledged that Poundland may make grants under the
Poundland Performance Share Plan and the Poundland Restricted Share Plan
prior to the Effective Date to satisfy pre-existing obligations to certain
key executives, including executive directors and members of the Poundland
Executive Committee, and Steinhoff has further agreed to offer to exchange
those awards for equivalent awards over Steinhoff shares or cash of an
equivalent value. If Poundland has not made such grants prior to the
Effective Date, Steinhoff has agreed to grant awards over Steinhoff shares
or cash awards of an equivalent value no later than three months after the
Effective Date.
Various arrangements have also been agreed in relation to the treatment of
existing awards under the Poundland Performance Share Plan, a plan in which
a number of senior employees, including executive directors and members of
the Poundland Executive Committee, participate. Steinhoff has agreed to
offer each holder of Performance Share Plan awards granted in 2014 the
opportunity to exchange one sixth of the Poundland Shares comprised in the
award for an equivalent award over shares in Steinhoff, subject to
performance targets that are to be agreed. The treatment of awards granted
under the plan in 2015 remains subject to discussion between Poundland and
Steinhoff.
11 Poundland Share Plans
Participants in the Poundland Share Plans will be contacted regarding the
effect of the Offer on their rights under the Poundland Share Plans and
appropriate proposals shall be made to such participants in due course.
Further details of the terms of such proposals shall be included in the
Scheme Document. Arrangements in relation to the Poundland Performance
Share Plan are described in paragraph 10 above. In addition, Steinhoff has
agreed that participants will be given the opportunity to exchange all
outstanding options under the Poundland Company Share Option Plan and the
Poundland Sharesave Scheme for options over Steinhoff shares of equivalent
value. Exchange will not be offered in relation to awards currently
outstanding under the Poundland Restricted Share Plan.
Steinhoff shall enter into good faith discussions to ensure that employees
at or below executive level shall for a period of at least 12 month after
the Effective Date be able to participate in broadly comparable
arrangements to the ones provided to such employees by Poundland.
12 Financing
The cash consideration payable under the Offer will be funded from the
acquisition facility provided by Crédit Agricole Corporate and Investment
Bank and UniCredit Bank Austria AG.
Investec Bank plc, financial adviser to Steinhoff and SEAG, is satisfied
that sufficient resources are available to satisfy in full the cash
consideration payable to Poundland Shareholders under the terms of the
Offer (which, for the avoidance of doubt, does not include the Agreed
Dividend which is payable by Poundland).
13 Offer-related Arrangements
Confidentiality Agreement
Steinhoff and Poundland entered into a confidentiality and standstill
agreement on 4 July 2016 (the "Confidentiality Agreement") pursuant to
which Steinhoff has undertaken to keep confidential information relating to
Poundland and not to disclose it to third parties (other than to permitted
disclosees) unless required by law or regulation. These confidentiality
obligations shall remain in force until (i) completion of the Offer, or,
(ii) in the event of termination of discussions or negotiations, the expiry
of a period of 12 months from the date of the Confidentiality Agreement.
This agreement also contains undertakings from Steinhoff that for a period
of nine months Steinhoff shall not, without Poundland's prior written
consent, acquire or offer to acquire any interest in any shares or other
securities of Poundland (which undertaking ceases as of the date of this
Announcement), and that, for a period of 12 months, Steinhoff shall not,
without Poundland's prior written consent, approach any of Poundland's
employees, offices or customers or employ or otherwise engage certain of
the Poundland employees.
Co-operation Agreement
Pursuant to a co-operation agreement dated 13 July 2016 (the "Co-operation
Agreement"): (i) Poundland and SEAG have agreed to co-operate with each
other and provide each other with all reasonable information, assistance
and access in a timely manner in order to make any regulatory filings; (ii)
SEAG has agreed to provide Poundland with certain information for the
purposes of the Scheme Document and to otherwise assist with the
preparation of the Scheme Document; (iii) SEAG has reserved its right, with
the consent of the Panel, to implement the Offer by way of a takeover offer
and agreed to certain provisions that would apply in the event of a switch
to a takeover offer; and (iv) each of Poundland and SEAG has agreed to take
any action necessary to implement certain proposals in relation to the
Poundland Share Plans.
SEAG has also undertaken in the Co-operation Agreement to vote in favour of
the resolutions proposed at the General Meeting in respect of its entire
beneficial holding of Poundland Shares. SEAG is not permitted to vote on
the Scheme at the Court Meeting.
The Co-operation Agreement will terminate: (i) if agreed in writing by SEAG
and Poundland; (ii) upon written notice from SEAG to Poundland if the
Poundland Directors withdraw, adversely modify or adversely qualify their
unconditional and unanimous recommendation of the Offer; (iii) upon written
notice from SEAG to Poundland if a competing transaction, completes,
becomes effective or is declared unconditional in all respects; (iv) if the
Scheme is withdrawn or lapses (other than pursuant to SEAG's right to
switch to a takeover offer or where such withdrawal or lapse is followed
within ten Business Days by an announcement by SEAG or a person acting in
concert with SEAG of a firm intention to make an offer on substantially the
same or improved terms); or (v) upon written notice by either party, if the
Offer has not become Effective by 30 November 2016.
14 Structure of the Offer
It is intended that the Offer shall be effected by means of a Court-
approved scheme of arrangement between Poundland and Poundland Shareholders
under Part 26 of the Companies Act. SEAG reserves the right to elect to
implement the Offer by way of a takeover offer (subject to Panel consent).
The purpose of the Scheme is to provide for SEAG to become the holder of
the entire issued and to be issued share capital of Poundland not already
directly or indirectly owned by it. Under the Scheme, the Poundland Shares
will be transferred to SEAG in consideration for which the Poundland
Shareholders shall receive cash consideration on the basis set out in
paragraph 2 of this Announcement.
To become Effective, the Scheme must be approved by a majority in number of
the Poundland Shareholders voting at the Court Meeting, either in person or
by proxy, representing at least 75 per cent. in value of the Poundland
Shares voted (in both cases excluding SEAG who will not be permitted to
vote at the Court Meeting). In addition, resolutions in relation to certain
ancillary matters must be passed at the General Meeting, which requires the
approval of holders of Poundland Shares representing at least 75 per cent.
of votes cast at the General Meeting either in person or by proxy
(including SEAG who will be permitted to vote at the General Meeting).
SEAG is not permitted to vote on the Scheme at the Court Meeting but has
undertaken in the Co-operation Agreement to vote in favour of the
resolutions proposed at the General Meeting in respect of its entire
beneficial holding of Poundland Shares.
The Scheme is also subject to the Conditions and further terms set out in
Appendix I to this Announcement and to be set out in the Scheme Document.
Once the necessary approvals from holders of Poundland Shares have been
obtained and the other Conditions have been satisfied or (where applicable)
waived, the Scheme must be approved by the Court. The Scheme shall then
become Effective upon delivery of the Court Order to the Registrar of
Companies. Subject to satisfaction of the Conditions, the Scheme is
expected to become Effective by mid-September 2016.
Upon the Scheme becoming Effective, it shall be binding on all Poundland
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting.
Further details of the Scheme, including an indicative timetable for its
implementation, shall be set out in the Scheme Document.
It is expected that the Scheme Document and the Forms of Proxy accompanying
the Scheme Document will be published as soon as practicable and, in any
event, (save with the consent of the Panel) within 28 days of this
Announcement. The Scheme Document and Forms of Proxy will be made available
to all holders of Poundland Shares at no charge to them.
15 Conditions to the Offer
The Offer shall be subject to the Conditions and further terms set out in
Appendix I to this Announcement and to be set out in the Scheme Document.
The Scheme will be subject to the following conditions:
(i) its approval by a majority in number of the Poundland Shareholders who
are present and vote, whether in person or by proxy, at the Court
Meeting and who represent 75 per cent. in value of the Poundland Shares
voted by those Poundland Shareholders;
(ii) the resolution(s) required to approve and implement the Scheme being
duly passed by holders of Poundland Shares representing 75 per cent. or
more of votes cast at the General Meeting; and
(iii) the approval of the Scheme by the Court (with or without modification
but subject to any modification being on terms acceptable to Poundland
and SEAG) and the delivery of a copy of the Court Order to the
Registrar of Companies.
The Offer shall lapse if:
- the Court Meeting and the General Meeting are not held by the 22nd day
after the expected date of such meetings as set out in the Scheme
Document (or such later date as may be agreed between SEAG and
Poundland); or
- the Scheme does not become Effective by 30 November 2016,
provided, however, that the deadlines for the timing of the Court Meeting
and the General Meeting and the deadline for the Scheme to become Effective
may be extended by agreement between Poundland and SEAG (with the consent
of the Panel and the Court, if required).
The Offer is not conditional upon any antitrust approvals being obtained
and will close shortly after receiving the requisite approvals at the Court
Meeting and the General Meeting, and the Scheme being sanctioned by the
Court.
16 De-listing and re-registration
Prior to the Scheme becoming Effective, Poundland shall make an
application, which shall be conditional on the Scheme becoming Effective,
for the cancellation of the listing of Poundland Shares on the Official
List and for the cancellation of trading of the Poundland Shares on the
London Stock Exchange's main market for listed securities in each case to
take effect from or shortly after the Effective Date. The last day of
dealings in Poundland Shares on the Main Market of the London Stock
Exchange is expected to be the Business Day immediately prior to the
Effective Date and no transfers shall be registered after 6.00p.m. on that
date.
On the Effective Date, share certificates in respect of Poundland Shares
shall cease to be valid and entitlements to Poundland Shares held within
the CREST system shall be cancelled.
It is proposed, as part of the application to Court in connection with the
Scheme, to seek an order of the Court pursuant to Section 651 of the
Companies Act to re-register Poundland as a private limited company.
17 Dividend
Holders of Poundland Shares whose names are on the register on 9 September
2016 shall be entitled to receive the Agreed Dividend without any reduction
in the Offer Price payable under the terms of the Offer. The Agreed
Dividend will be paid on 23 September 2016.
If any dividend or other distribution is authorised, declared, made or paid
in respect of Poundland Shares on or after the date of this Announcement
and prior to closing of the Offer other than the Agreed Dividend, or in
excess of the Agreed Dividend, the Offer Price shall be reduced by the
amount of such dividend or other distribution or by the excess above the
Agreed Dividend.
18 Disclosure of Interests in Poundland
Save in respect of the irrevocable undertakings referred to in paragraph 6
above and as disclosed below, as at the close of business on 12 July 2016
(being the last practicable date prior to the date of this Announcement)
neither Steinhoff, SEAG nor any of its directors, nor, so far as Steinhoff
is aware, any person acting in concert (within the meaning of the Takeover
Code) with it has (i) any interest in or right to subscribe for any
relevant securities of Poundland, nor (ii) any short positions in respect
of relevant Poundland Shares (whether conditional or absolute and whether
in the money or otherwise), including any short position under a
derivative, any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery, nor (iii) borrowed or
lent any relevant Poundland Shares (including, for these purposes, any
financial collateral arrangements of the kind referred to in Note 4 on Rule
4.6 of the Takeover Code), save for any borrowed shares which had been
either on-lent or sold:
Name Nature of Interest Number of Poundland
Shares
Steinhoff Europe AG Securities owned and/or 63,473,352
controlled
'Interests in securities' for these purposes arise, in summary, when a
person has long economic exposure, whether absolute or conditional, to
changes in the price of securities (and a person who only has a short
position in securities is not treated as interested in those securities).
In particular, a person will be treated as having an 'interest' by virtue
of the ownership, voting rights or control of securities, or by virtue of
any agreement to purchase, option in respect of, or derivative referenced
to, securities.
19 General
SEAG reserves the right to elect (subject to the consent of the Panel) to
implement the acquisition of the Poundland Shares not already directly or
indirectly owned by it by way of a takeover offer as an alternative to the
Scheme. In such event, the acquisition shall be implemented on
substantially the same terms as those which would apply to the Scheme
(subject to appropriate amendments, including an acceptance condition set
at 75 per cent. of the Poundland Shares or such lesser percentage, being
more than 50 per cent., as SEAG may decide).
The Offer shall be made subject to the Conditions and further terms set out
in Appendix I to this Announcement and to be set out in the Scheme
Document. The bases and sources of certain financial information contained
in this Announcement are set out in Appendix II to this Announcement. A
summary of the irrevocable undertakings given in relation to the Offer is
contained in Appendix III to this Announcement. Certain terms used in this
Announcement are defined in Appendix IV to this Announcement.
Investec Bank plc, J.P. Morgan Cazenove and Rothschild have each given and
not withdrawn their consent to the publication of this Announcement with
the inclusion herein of the references to their names in the form and
context in which they appear.
20 Documents available on website
Copies of the following documents shall be made available on Steinhoff's
and Poundland's websites at www.steinhoffinternational.com and
www.poundlandcorporate.com respectively) until the end of the Offer:
- the irrevocable undertakings referred to in paragraph 6 above and
summarised in Appendix III to this Announcement;
- documents relating to the financing of the Scheme referred to in
paragraph 12 above;
- the written consents provided by each of Investec Bank plc, J.P. Morgan
Cazenove and Rothschild;
- the Confidentiality Agreement referred to in paragraph 13 above; and
- the Co-operation Agreement referred to in paragraph 13 above.
Further Information
Linklaters LLP are providing legal advice to Steinhoff and SEAG.
Freshfields Bruckhaus Deringer LLP are providing legal advice to Poundland.
Enquiries< /b>
Steinhoff and SEAG Tel: +27 (0)21 808 0711
Mariza Nel, Director, Corporate
Services (Investor Relations)
Nick Agarwal (UK Press) Tel: +44 (0)75 6810 1045
Investec Bank plc (financial adviser to Tel: +44 (0)20 7597 4000
Steinhoff and SEAG)
Andrew Pinder / David Anderson
Sara Hale / Henry Reast (Corporate
Broking)
Poundland
Darren Shapland, Chairman Tel: +44 (0)12 1526 8688
Philip Dorgan, Head of Investor Tel: +44 (0)12 1568 7000
Relations
J.P. Morgan Cazenove (joint financial Tel: +44 (0) 20 7742 4000
adviser and corporate broker to
Poundland)
Toby Radford / Caroline Thomlinson
Mark Breuer / James Robinson
Rothschild (joint financial adviser to Tel: +44 (0) 20 7280 5000
Poundland)
Majid Ishaq
John Byrne
Shore Capital (corporate broker to Tel: +44 (0) 20 7408 4090
Poundland)
Dru Danford
Patrick Castle
Citigate Dewe Rogerson (PR adviser to
Poundland)
Simon Rigby Tel: +44 (0) 20 7282 2847
Kevin Smith Tel: +44 (0) 20 7282 1054
Nick Hayns Tel: +44 (0) 20 7282 1032
Important Notices
Investec Bank plc is authorised by the Prudential Regulation Authority and
regulated by the Financial Conduct Authority and the Prudential Regulation
Authority in the UK. Investec Bank plc is acting exclusively as financial
adviser to Steinhoff and SEAG and no one else in connection with the Offer
and shall not be responsible to anyone other than Steinhoff and SEAG for
providing the protections afforded to clients of Investec Bank plc nor for
providing advice in connection with the Offer or any matter referred to
herein.
J.P. Morgan Limited, which conducts its UK investment banking business as
J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated
in the United Kingdom by the Financial Conduct Authority. J.P. Morgan
Cazenove is acting as financial adviser exclusively for Poundland and no
one else in connection with the matters set out in this Announcement and
will not regard any other person as its client in relation to the matters
in this Announcement and will not be responsible to anyone other than
Poundland for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to any matter referred to
herein.
N. M. Rothschild & Sons Limited, which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential Regulation
Authority in the United Kingdom, is acting exclusively for Poundland and no
one else in connection with the Offer and will not be responsible to anyone
other than Poundland for providing the protections afforded to its clients
or for providing advice in relation to the Offer or any other matters
referred to in this Announcement.
Shore Capital Stockbrokers Limited ("Shore Capital") which is authorised
and regulated in the United Kingdom by the Financial Conduct Authority is
acting as corporate broker to Poundland and no one else in connection with
the Offer and other matters described in this Announcement and will not be
responsible to anyone other than Poundland for providing the protections
afforded to clients of Shore Capital or for providing advice in relation to
the Offer and other matters described in this Announcement.
This Announcement is for information purposes only and does not constitute
an offer to sell or an invitation to purchase any securities or the
solicitation of an offer to buy any securities, pursuant to the Offer or
otherwise. The Offer shall be made solely by means of the Scheme Document
or any document by which the Offer is made which shall contain the full
terms and Conditions of the Offer, including details of how to vote in
respect of the acquisition.
This Announcement has been prepared for the purpose of complying with
English law and the Takeover Code and the information disclosed may not be
the same as that which would have been disclosed if this Announcement had
been prepared in accordance with the laws of jurisdictions outside the
United Kingdom.
Poundland shall prepare the Scheme Document to be distributed to holders of
Poundland Shares. Poundland, SEAG and Steinhoff urge Poundland Shareholders
to read the Scheme Document when it becomes available because it shall
contain important information relating to the Offer.
Overseas Shareholders
The release, publication or distribution of this Announcement in certain
jurisdictions may be restricted by law. Persons who are not resident in the
United Kingdom or who are subject to other jurisdictions should inform
themselves of, and observe, any applicable requirements.
The Offer relates to shares of a UK company and is proposed to be effected
by means of a scheme of arrangement under the laws of England and Wales. A
transaction effected by means of a scheme of arrangement is not subject to
proxy solicitation or tender offer rules under the US Securities Exchange
Act of 1934 (the "US Exchange Act"). Accordingly, the Scheme is subject to
the disclosure requirements, rules and practices applicable in the United
Kingdom to schemes of arrangement, which differ from the requirements of US
proxy solicitation or tender offer rules. However, if SEAG were to elect to
implement the Offer by means of a takeover offer in the circumstances
provided for in this Announcement, such takeover offer shall be made in
compliance with all applicable laws and regulations, including Section
14(e) of the US Exchange Act and Regulation 14E thereunder. Such a takeover
would be made in the United States by SEAG and no one else. In addition to
any such takeover offer, SEAG, certain affiliated companies and the
nominees or brokers (acting as agents) may make certain purchases of, or
arrangements to purchase, shares in Poundland outside such takeover offer
during the period in which such takeover offer would remain open for
acceptance. If such purchases or arrangements to purchase were to be made
they would be made outside the United States and would comply with
applicable law, including the US Exchange Act.
Unless otherwise determined by SEAG or required by the Takeover Code, and
permitted by applicable law and regulation, the Offer shall not be made
available, directly or indirectly, in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction and
no person may vote in favour of the offer by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any other
jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and persons receiving this Announcement and all
documents relating to the Offer (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in, into or
from such jurisdictions where to do so would violate the laws in that
jurisdiction.
The availability of the Offer to Poundland Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Persons who are not resident in
the United Kingdom should inform themselves of, and observe, any applicable
requirements.
The Offer shall be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange, the Financial Conduct Authority
and the UKLA.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
Forward looking statements
This Announcement contains statements about Steinhoff, SEAG and Poundland
that are or may be forward looking statements. All statements other than
statements of historical facts included in this Announcement may be forward
looking statements. Without limitation, any statements preceded or followed
by or that include the words "targets", "plans", "believes", "expects",
"aims", "intends", "will", "may", "anticipates", "estimates", "projects" or
words or terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements relating
to the following: (i) future capital expenditures, expenses, revenues,
earnings, synergies, economic performance, indebtedness, financial
condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Steinhoff's or
Poundland's operations and potential synergies resulting from the Offer;
and (iii) the effects of government regulation on Steinhoff's or
Poundland's business.
Such forward looking statements involve risks and uncertainties that could
significantly affect expected results and are based on certain key
assumptions. Many factors could cause actual results to differ materially
from those projected or implied in any forward looking statements. Due to
such uncertainties and risks, readers are cautioned not to place undue
reliance on such forward looking statements, which speak only as of the
date hereof. Each of Steinhoff, SEAG and Poundland disclaims any obligation
to update any forward looking or other statements contained herein, except
as required by applicable law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement should be
interpreted to mean that earnings or earnings per share for Steinhoff or
Poundland, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings
per share for Steinhoff or Poundland, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1
per cent. or more of any class of relevant securities of an offeree company
or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is
likely to be, solely in cash) must make an Opening Position Disclosure
following the commencement of the Offer Period and, if later, following the
announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's
interests and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom
Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on
the 10th Business Day following the commencement of the Offer Period and,
if appropriate, by no later than 3.30 pm (London time) on the 10th Business
Day following the announcement in which any securities exchange offeror is
first identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of
the offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities of the
offeree company or of any securities exchange offeror. A Dealing Disclosure
must contain details of the dealing concerned and of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any securities
exchange offeror, save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule
8.3(b) applies must be made by no later than 3.30 pm (London time) on the
Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and
by any offeror and Dealing Disclosures must also be made by the offeree
company, by any offeror and by any persons acting in concert with any of
them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be
made can be found in the Disclosure Table on the Panel's website at http://
www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror
was first identified. If you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing Disclosure,
you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on Website and Availability of Hard Copies
A copy of this Announcement shall be made available subject to certain
restrictions relating to persons resident in Restricted Jurisdictions on
Steinhoff's and Poundland's websites at www.steinhoffinternational.com and
http://www.poundlandcorporate.com respectively by no later than 12 noon
(London time) on 14 July 2016. For the avoidance of doubt, the content of
the websites referred to in this Announcement are not incorporated into and
do not form part of this Announcement.
You may request a hard copy of this Announcement by:
- for Steinhoff shareholders, contacting the Company Secretary at
Steinhoff UK Holdings Limited, 5th Floor Festival House, Jessop Avenue,
Cheltenham, Gloucestershire, GL50 3SH, United Kingdom. Telephone
number: +44 (0) 1242 586360; or
- for Poundland Shareholders, by writing to Poundland's registrar at
Computershare, The Pavilions, Bridgwater Road, Bristol BS13 8AE or by
calling them on 0370 707 1028 from within the UK or on +44 (0)370 707
1028 if calling from outside the UK.
You may also request that all future documents, announcements and
information to be sent to you in relation to the Offer should be in hard
copy form.
Rounding
Certain figures included in this Announcement have been subjected to
rounding adjustments. Accordingly, figures shown for the same category
presented in different tables may vary slightly and figures shown as totals
in certain tables may not be an arithmetic aggregation of the figures that
precede them.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE OFFER
Part A: Conditions of the Scheme
The Offer is conditional upon the Scheme becoming unconditional and
Effective, subject to the Takeover Code, by not later than 30 November 2016
or such later date (if any) as SEAG and Poundland may agree and (if
required) the Panel and the Court may allow.
1 The Scheme shall be subject to the following conditions:
(i) its approval by a majority in number of the Poundland Shareholders who
are present and vote, whether in person or by proxy, at the Court
Meeting and who represent 75 per cent. or more in value of the
Poundland Shares voted by those Poundland Shareholders; and
such Court Meeting being held on or before the 22nd day after the expected
date of the Court Meeting as set out in the Scheme Document (or such later
date as may be agreed by SEAG and Poundland and the Court may allow);
(iii) the resolution(s) required to approve and implement the Scheme being
duly passed by holders of Poundland Shares representing 75 per cent. or
more of votes cast at the General Meeting; and
(iv) such General Meeting being held on or before the 22nd day after the
expected date of the General Meeting as set out in the Scheme Document
(or such later date as may be agreed by SEAG and Poundland and the
Court may allow); and
1.3 the sanction of the Scheme by the Court (with or without
modification but subject to any modification being on terms
acceptable to Poundland and SEAG) and the delivery of a copy of the
Court Order to the Registrar of Companies.
2 In addition, subject as stated in Part B below and to the requirements
of the Panel, the Offer shall be conditional upon the following
Conditions and, accordingly, the Court Order shall not be delivered to
the Registrar of Companies unless such Conditions (as amended if
appropriate) have been satisfied or, where relevant, waived:
Certain matters arising as a result of any arrangement, agreement, etc.
(a) except as Disclosed, there being no provision of any arrangement,
agreement, lease, licence, franchise, permit or other instrument to
which any member of the Wider Poundland Group is a party or by or to
which any such member or any of its assets is or may be bound, entitled
or be subject or any event or circumstance which, as a consequence of
the Offer or the acquisition or the proposed acquisition by any member
of the Wider Steinhoff Group of any shares or other securities (or the
equivalent) in Poundland or because of a change in the control or
management of any member of the Wider Poundland Group or otherwise,
could or might reasonably be expect to result in:
(i) any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider
Poundland Group being or becoming repayable, or capable of being
declared repayable, immediately or prior to its or their stated
maturity date or repayment date, or the ability of any such member to
borrow monies or incur any indebtedness being withdrawn or inhibited or
being capable of becoming or being withdrawn or inhibited;
the creation, save in the ordinary and usual course of business, or
enforcement of any mortgage, charge or other security interest over the
whole or any part of the business, property or assets of any member of the
Wider Poundland Group or any such mortgage, charge or other security
interest (whenever created, arising or having arisen) becoming enforceable;
any such arrangement, agreement, lease, licence, franchise, permit or other
instrument being terminated or the rights, liabilities, obligations or
interests of any member of the Wider Poundland Group being adversely
modified or adversely affected or any obligation or liability arising or
any adverse action being taken or arising thereunder;
any liability of any member of the Wider Poundland Group to make any
severance, termination, bonus or other payment to any of its directors, or
other officers;
the rights, liabilities, obligations, interests or business of any member
of the Wider Poundland Group or any member of the Wider Steinhoff Group
under any such arrangement, agreement, licence, permit, lease or instrument
or the interests or business of any member of the Wider Poundland Group or
any member of the Wider Steinhoff Group in or with any other person or body
or firm or company (or any arrangement or arrangement relating to any such
interests or business) being or becoming capable of being terminated, or
adversely modified or affected or any onerous obligation or liability
arising or any adverse action being taken thereunder;
any member of the Wider Poundland Group ceasing to be able to carry on
business under any name under which it presently carries on business;
the value of, or the financial or trading position or prospects of, any
member of the Wider Poundland Group being prejudiced or adversely affected;
or
the creation or acceleration of any liability (actual or contingent) by any
member of the Wider Poundland Group other than trade creditors or other
liabilities incurred in the ordinary course of business,
and no event having occurred which, under any provision of any arrangement,
agreement, licence, permit, franchise, lease or other instrument to which
any member of the Wider Poundland Group is a party or by or to which any
such member or any of its assets are bound, entitled or subject, would or
might result in any of the events or circumstances as are referred to in
Conditions (a)(i) to (viii);
Certain events occurring since 27 March 2016
(b) except as Disclosed, no member of the Wider Poundland Group having
since 27 March 2016:
(i) issued or agreed to issue or authorised or proposed or announced its
intention to authorise or propose the issue, of additional shares of
any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or
acquire, any such shares, securities or convertible securities or
transferred or sold or agreed to transfer or sell or authorised or
proposed the transfer or sale of Poundland Shares out of treasury
(except, where relevant, as between Poundland and wholly owned
subsidiaries of Poundland or between the wholly owned subsidiaries of
Poundland and except for the issue or transfer out of treasury of
Poundland Shares on the exercise of employee share options or vesting
of employee share awards in the ordinary course under the Poundland
Share Plans);
except for the Agreed Dividend, recommended, declared, paid or made any
bonus, dividend or other distribution (whether payable in cash or
otherwise) other than dividends (or other distributions whether payable in
cash or otherwise) lawfully paid or made by any wholly owned subsidiary of
Poundland to Poundland or any of its wholly owned subsidiaries;
other than pursuant to the Offer (and except for transactions between
Poundland and its wholly owned subsidiaries or between the wholly owned
subsidiaries of Poundland and transactions in the ordinary course of
business), implemented, effected, authorised or proposed or announced its
intention to implement, effect, authorise or propose any merger, demerger,
reconstruction, amalgamation, scheme, commitment or acquisition or disposal
of assets or shares or loan capital (or the equivalent thereof) in any
undertaking or undertakings in any such case to an extent which is material
in the context of the Wider Poundland Group taken as a whole;
except for transactions between Poundland and its wholly owned subsidiaries
or between the wholly owned subsidiaries of Poundland and transactions in
the ordinary course of business, disposed of, or transferred, mortgaged or
created any security interest over any material asset or any right, title
or interest in any material asset or authorised, proposed or announced any
intention to do so;
(except for transactions between Poundland and its wholly owned
subsidiaries or between the wholly owned subsidiaries of Poundland) issued,
authorised or proposed or announced an intention to authorise or propose,
the issue of or made any change in or to the terms of any debentures or
become subject to any contingent liability or incurred or increased any
indebtedness which is material in the context of the Wider Poundland Group
as a whole;
except in the ordinary course of business, entered into or varied or
authorised, proposed or announced its intention to enter into or vary any
contract, arrangement, agreement, transaction or commitment (whether in
respect of capital expenditure or otherwise), which is of a long term,
unusual or onerous nature or magnitude or which is or which involves or is
reasonably likely to involve an obligation of a nature or magnitude which
is reasonably likely to be materially restrictive on the business of any
member of the Wider Poundland Group which, taken together with any other
such material transaction, arrangement, agreement, contract or commitment,
is material in the context of the Wider Poundland Group as a whole;
entered into or varied the terms of, or made any offer (which remains open
for acceptance) to enter into or vary the terms of any contract, service
agreement, commitment or arrangement with any director or senior executive
of any member of the Wider Poundland Group;
proposed, agreed to provide or modified the terms of any share option
scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any employee of the Wider Poundland Group
which are material in the context of the Wider Poundland Group taken as a
whole;
purchased, redeemed or repaid or announced any proposal to purchase, redeem
or repay any of its own shares or other securities or reduced or, except in
respect of the matters mentioned in sub-paragraph (i) above, made any other
change to any part of its share capital;
except in the ordinary course of business, waived, compromised or settled
any claim which is material in the context of the Wider Poundland Group as
a whole;
terminated or varied the terms of any agreement or arrangement between any
member of the Wider Poundland Group and any other person in a manner which
would or might reasonably be expected to have a material adverse effect on
the financial position of the Wider Poundland Group taken as a whole;
(except as disclosed on publicly available registers) made any alteration
to its memorandum or articles of association or other incorporation
documents;
except in relation to changes made or agreed as a result of, or arising
from, changes to legislation, made or agreed or consented to any change to:
(a) the terms of the trust deeds and rules constituting the pension
scheme(s) established by any member of the Wider Poundland Group for
its directors, employees or their dependants;
(b) the contributions payable to any such scheme(s) or to the benefits
which accrue, or to the pensions which are payable, thereunder;
(c) the basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined; or
(d) the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued, made, agreed or consented to,
to an extent which is in any such case material in the context of the Wider
Poundland Group;
been unable, or admitted in writing that it is unable, to pay its debts or
commenced negotiations with one or more of its creditors with a view to
rescheduling or restructuring any of its indebtedness, or having stopped or
suspended (or threatened to stop or suspend) payment of its debts generally
or ceased or threatened to cease carrying on all or a substantial part of
its business;
(other than in respect of a member of the Wider Poundland Group which is
dormant and was solvent at the relevant time) taken or proposed any steps,
corporate action or had any legal proceedings instituted or threatened
against it in relation to the suspension of payments, a moratorium of any
indebtedness, its winding-up (voluntary or otherwise), dissolution,
reorganisation or for the appointment of a receiver, administrator,
manager, administrative receiver, trustee or similar officer of all or any
material part of its assets or revenues or any analogous or equivalent
steps or proceedings in any jurisdiction or appointed any analogous person
in any jurisdiction or had any such person appointed;
(except for transactions between Poundland and its wholly owned
subsidiaries or between the wholly owned subsidiaries), made, authorised,
proposed or announced an intention to propose any change in its loan
capital;
entered into, implemented or authorised the entry into, any joint venture,
asset or profit sharing arrangement, partnership or merger of business or
corporate entities; or
entered into any agreement, arrangement, commitment or contract or passed
any resolution or made any offer (which remains open for acceptance) with
respect to or announced an intention to, or to propose to, effect any of
the transactions, matters or events referred to in this Condition (b);
No adverse change, litigation, regulatory enquiry or similar
(c) except as Disclosed, since 27 March 2016 there having been:
(i) no adverse change and no circumstance having arisen which would or
might be expected to result in any adverse change in, the business,
assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Poundland Group
which is material in the context of the Wider Poundland Group;
no litigation, arbitration proceedings, prosecution or other legal
proceedings having been threatened, announced or instituted by or against
or remaining outstanding against or in respect of, any member of the Wider
Poundland Group or to which any member of the Wider Poundland Group is or
may become a party (whether as claimant, defendant or otherwise) having
been threatened, announced, instituted or remaining outstanding by, against
or in respect of, any member of the Wider Poundland Group, in each case
which might reasonably be expected to have a material adverse effect on the
Wider Poundland Group taken as a whole;
no enquiry, review or investigation by, or complaint or reference to, any
Third Party against or in respect of any member of the Wider Poundland
Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Poundland
Group, in each case which might reasonably be expected to have a material
adverse effect on the Wider Poundland Group taken as a whole;
no contingent or other liability having arisen or become apparent to SEAG
or increased other than in the ordinary course of business which is
reasonably likely to affect adversely the business, assets, financial or
trading position or profits or prospects of any member of the Wider
Poundland Group to an extent which is material in the context of the Wider
Poundland Group taken as a whole; and
no steps having been taken and no omissions having been made which are
likely to result in the withdrawal, cancellation, termination or
modification of any licence held by any member of the Wider Poundland Group
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which might
reasonably be expected to have a material adverse effect on the Wider
Poundland Group taken as a whole;
No discovery of certain matters regarding information, liabilities and
environmental issues
(d) except as Disclosed, SEAG not having discovered:
(i) that any financial, business or other information concerning the Wider
Poundland Group publicly announced prior to the date of this
Announcement or disclosed at any time to any member of the Wider
Steinhoff Group by or on behalf of any member of the Wider Poundland
Group prior to the date of this Announcement is misleading, contains a
material misrepresentation of any fact, or omits to state a fact
necessary to make that information not misleading, in any such case to
a material extent;
that any member of the Wider Poundland Group or any partnership, company or
other entity in which any member of the Wider Poundland Group has a
significant economic interest and which is not a subsidiary undertaking of
Poundland is subject to any liability, contingent or otherwise and which is
material in the context of the Wider Poundland Group taken as a whole;
that any past or present member of the Wider Poundland Group has not
complied with all applicable legislation, regulations or other requirements
of any jurisdiction or any Authorisations relating to the use, treatment,
storage, carriage, disposal, discharge, spillage, release, leak or emission
of any waste or hazardous substance or any substance likely to impair the
environment (including property) or harm human or animal health or
otherwise relating to environmental matters or the health and safety of
humans, which non-compliance would be likely to give rise to any liability
including any penalty for non-compliance (whether actual or contingent) on
the part of any member of the Wider Poundland Group;
that there has been a disposal, discharge, spillage, accumulation, release,
leak, emission or the migration, production, supply, treatment, storage,
transport or use of any waste or hazardous substance or any substance
likely to impair the environment (including any property) or harm human or
animal health which (whether or not giving rise to non-compliance with any
law or regulation), would be likely to give rise to any liability (whether
actual or contingent) on the part of any member of the Wider Poundland
Group;
that there is or is likely to be any obligation or liability (whether
actual or contingent) or requirement to make good, remediate, repair,
reinstate or clean up any property, asset or any controlled waters
currently or previously owned, occupied, operated or made use of or
controlled by any past or present member of the Wider Poundland Group (or
on its behalf), or in which any such member may have or previously have had
or be deemed to have had an interest, under any environmental legislation,
common law, regulation, notice, circular, Authorisation or order of any
Third Party in any jurisdiction or to contribute to the cost thereof or
associated therewith or indemnify any person in relation thereto;
that circumstances exist (whether as a result of making the Offer or
otherwise) which would be reasonably likely to lead to any Third Party
instituting (or whereby any member of the Wider Poundland Group would be
likely to be required to institute), an environment audit or take any steps
which would in any such case be reasonably likely to result in any actual
or contingent liability to improve or install new plant or equipment or to
make good, repair, reinstate or clean up any property of any description or
any asset now or previously owned, occupied or made use of by any past or
present member of the Wider Poundland Group (or on its behalf) or by any
person for which a member of the Wider Poundland Group is or has been
responsible, or in which any such member may have or previously have had or
be deemed to have had an interest, which is material in the context of the
Wider Poundland Group taken as a whole;
Anti-corruption
any member of the Wider Poundland Group or any person that performs or has
performed services for or on behalf of any such company is or has engaged
in any activity, practice or conduct which would constitute an offence
under the Bribery Act 2010 or any other applicable anti-corruption
legislation;
any member of the Wider Poundland Group is ineligible to be awarded any
contract or business under section 23 of the Public Contracts Regulations
2006 or section 26 of the Utilities Contracts Regulations (2006) (each as
amended);
any past or present member of the Wider Poundland Group has engaged in any
activity or business with, or made any investments in, or made any payments
to any government, entity or individual covered by any of the economic
sanctions administered by the United Nations or the European Union (or any
of their respective member states) or the United States Office of Foreign
Assets Control or any other governments or supranational body or authority
in any jurisdiction; or
No criminal property
any asset of any member of the Wider Poundland Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act 2002
(but disregarding paragraph (b) of that definition).
Part B: Certain further terms of the Offer
1 Subject to the requirements of the Panel, SEAG reserves the right to
waive:
(i) any of the Conditions set out in the above Condition 1 for the timing
of the Court Meeting and General Meeting. If any such deadline is not
met, SEAG shall make an announcement by 8.00 a.m. on the Business Day
following such deadline confirming whether it has invoked or waived the
relevant Condition or agreed with Poundland to extend the deadline in
relation to the relevant Condition; and
in whole or in part, all or any of the above Conditions 2(a) to (d)
(inclusive).
2 If SEAG is required by the Panel to make an offer for Poundland Shares
under the provisions of Rule 9 of the Takeover Code, SEAG may make such
alterations to any of the above Conditions and terms of the Offer as
are necessary to comply with the provisions of that Rule.
3 The Offer shall lapse if:
(a) in so far as the Offer or any matter arising from or relating to the
Scheme or Offer constitutes a concentration with a Community dimension
within the scope of the Regulation, the European Commission either
initiates proceedings under Article 6(1)(c) of the Regulation or makes
a referral to a competent authority in the United Kingdom under Article
9(1) of the Regulation and there is then a CMA Phase 2 Reference; or
(b) in so far as the Offer or any matter arising from the Scheme or Offer
does not constitute a concentration with a Community dimension within
the scope of the Regulation, the Scheme or Offer or any matter arising
from or relating to the Offer becomes subject to a CMA Phase 2
Reference,
in each case, before the date of the Court Meeting.
4 Conditions 2(a) to (d) must be fulfilled or waived (if capable of
waiver) by SEAG by no later than 11.59 p.m. on the Business Day
immediately preceding the date of the Court hearing to sanction the
Scheme. Subject to this obligation upon SEAG, SEAG shall be under no
obligation to waive (if capable of waiver), to determine to be or
remain satisfied or to treat as fulfilled any of Conditions 2(a) to (d)
(inclusive) by a date earlier than the latest date for the fulfilment
or waiver of that Condition notwithstanding that the other Conditions
of the Offer may at such earlier date have been waived or fulfilled and
that there are at such earlier date no circumstances indicating that
any of such Conditions may not be capable of fulfilment.
5 The Poundland Shares acquired under the Offer shall be acquired fully
paid and free from all liens, equities, charges, encumbrances, options,
rights of pre-emption and any other third party rights and interests of
any nature and together with all rights now or hereafter attaching or
accruing to them, including, without limitation, voting rights and the
right to receive and retain in full all dividends and other
distributions (if any) declared, made or paid, or any other return of
capital (whether by reduction of share capital or share premium account
or otherwise) made, on or after the date of this Announcement, save for
the Agreed Dividend.
6 If, after the date of this Announcement but prior to the Effective
Date, save for the Agreed Dividend, any dividend or other distribution
is declared, paid or made or becomes payable by Poundland, SEAG
reserves the right (without prejudice to any right of SEAG, with the
consent of the Panel, to invoke Condition 2(b)(ii) above) to reduce the
consideration payable under the Offer by the aggregate amount of such
dividend or distribution, and accordingly reduce the Offer Price.
If any such dividend or distribution occurs (other than the Agreed
Dividend), any reference in this Announcement to the consideration payable
or the Offer Price shall be deemed to be a reference to the consideration
or Offer Price as so reduced. If such reduction occurs, notwithstanding the
terms on which the Poundland Shares are expressed to be acquired by SEAG
pursuant to the Offer in Appendix I, the Poundland Shares shall be acquired
by or on behalf of SEAG pursuant to the Offer together with all rights now
and hereafter attaching to such shares including, without limitation,
voting rights and the right to receive and retain in full all dividends and
other distributions (if any) declared, made or paid, or any other return of
capital (whether by reduction of share capital or share premium account or
otherwise) made, on or after the date of this Announcement, save for the
Agreed Dividend and such dividend or distribution in respect of which such
reduction has been made, if applicable.
To the extent that such a dividend or distribution has been declared, paid,
made or is payable, it shall be (i) transferred pursuant to the Offer on a
basis which entitles SEAG to receive the dividend or distribution and to
retain it; or (ii) cancelled, and the consideration payable and the Offer
Price shall not be subject to change in accordance with this paragraph.
Any exercise by SEAG of its rights referred to in this paragraph shall be
the subject of an announcement and, for the avoidance of doubt, shall not
be regarded as constituting any revision or variation of the Offer.
7 SEAG reserves the right to elect (with the consent of the Panel) to
implement the Offer by way of a takeover offer as it may determine in
its absolute discretion. In such event, the acquisition shall be
implemented on substantially the same terms, so far as applicable, as
those which would apply to the Scheme, subject to appropriate
amendments, including (without limitation) an acceptance condition set
at 75 per cent. (or such lesser percentage, being more than 50 per
cent., as SEAG may decide) of the Poundland Shares.
8 The availability of the Offer to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform
themselves about and observe any applicable requirements.
9 The Offer is not being made, directly or indirectly, in, into or from,
or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail or other electronic
transmission, telex or telephone) of interstate or foreign commerce of,
or of any facility of a national, state or other securities exchange
of, any jurisdiction where to do so would violate the laws of that
jurisdiction.
10 The Offer is governed by the law of England and Wales and is subject to
the jurisdiction of the English courts and to the Conditions and
further terms set out in this Appendix I and to be set out in the
Scheme Document. The Offer shall be subject to the applicable
requirements of the Takeover Code, the Panel, the London Stock
Exchange, the Financial Conduct Authority and the UKLA.
11 Each of the Conditions shall be regarded as a separate Condition and
shall not be limited by reference to any other Condition.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The Cash Value of the Offer of approximately £597 million is based on
268,911,781 fully diluted Poundland Shares consisting of:
(a) 268,701,797 Poundland Shares in issue on 12 July 2016, being the last
dealing day prior to the date of this Announcement; and
(b) 209,984 Poundland Shares in respect of awards which may vest as a
result
of the Offer.
(ii) The Closing Prices on 13 June 2016 and 12 July 2016 are taken from the
Daily Official List.
Unless otherwise stated, the financial information relating to Poundland is
extracted from the audited consolidated financial statements of Poundland
for the financial year to 27 March 2016, prepared in accordance with IFRS.
Unless otherwise stated, the financial information relating to Steinhoff is
extracted from the Quarterly Statement of Steinhoff for the nine months
ended 31 March 2016.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Poundland Directors' Irrevocable Undertakings
Steinhoff has received irrevocable undertakings from each of the Poundland
Directors to vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting, in respect of a total of
14,719,261 Poundland Shares, representing approximately 5.5 per cent. of
the share capital of Poundland in issue on 12 July 2016 (being the latest
practicable date prior to publication of this Announcement), comprised as
follows:
Name of Poundland Number of Poundland Percentage of Poundland
Director Shares in respect of issued share capital
which undertaking is
given
Darren Shapland 65,000 0.024%
Jim McCarthy 10,000,000 3.722%
Kevin O'Byrne 340,000 0.127%
Nick Hateley 4,254,198 1.583%
Teresa Colaianni 33,823 0.013%
Grant Hearn 10,000 0.004%
Tim Jones 3,500 0.001%
Miles Roberts 10,918 0.004%
Mary Barnard 1,822 0.001%
These irrevocable undertakings shall cease to be binding if (i) Steinhoff
announces before publication of the Scheme Document that it does not intend
to proceed with the Offer and no new, revised or replacement Scheme is
announced by Steinhoff in accordance with Rule 2.7 of the Takeover Code, or
(ii) the Scheme (or takeover offer, as applicable) does not become
Effective or lapses in accordance with its terms, or is withdrawn. These
irrevocable undertakings remain binding in the event of a competing offer.
Other Poundland Shareholders
Irrevocable Undertakings
Name of Poundland Number of Poundland Percentage of Poundland
Shareholder giving Shares in respect of issued share capital
undertaking which undertaking is
given
Canada Life Investments 4,075,404 1.520
In terms of the irrevocable undertaking given by Canada Life Investments,
it agrees not to dispose of, charge, pledge or otherwise encumber or grant
any option or other right over or otherwise deal in any of the Poundland
Shares beneficially owned by it, except pursuant to the Offer.
In the event that a third party announces a proposal pursuant to Rule 2.7
of the Takeover Code to acquire the entire issued and to be issued share
capital of Poundland, and such proposal provides for consideration of no
less than 120 per cent. of the value of the Offer Price, and Steinhoff have
not announced a higher offer on or before seven days after the date of
announcement of the higher competing offer, then all of the obligations of
Canada Life Investments under its irrevocable undertaking shall immediately
lapse.
In addition, SEAG has undertaken in the Co-operation Agreement to vote in
favour of the resolutions proposed at the General Meeting in respect of its
entire beneficial holding of Poundland Shares. SEAG is not permitted to
vote on the Scheme at the Court Meeting.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"Agreed Dividend" the final dividend of two pence per
Poundland Share announced in the
announcement of the Poundland full
year results for the year ended 27
March 2016, dated 16 June 2016;
"Authorisations" regulatory authorisations, orders,
recognitions, grants, consents,
clearances, confirmations,
certificates, licences, permissions or
approvals;
"Announcement" this announcement made pursuant to
Rule 2.7 of the Takeover Code;
"Business Day" a day (other than Saturdays, Sundays
and public holidays in the UK) on
which banks are open for business in
the City of London;
"Cash Value" the total cash value of 222 pence per
Poundland Share, being the aggregate
of the Offer Price and the Agreed
Dividend;
"Closing Price" the closing middle market price of a
Poundland Share on a particular
trading day as derived from the Daily
Official List;
"CMA Phase 2 Reference" a reference of the Offer to the chair
of the Competition and Markets
Authority for the constitution of a
group under Schedule 4 to the
Enterprise and Regulatory Reform Act
2013;
"Companies Act" the Companies Act 2006, as amended;
"Competition and Markets Authority" a UK statutory body established under
the Enterprise and Regulatory Reform
Act 2013;
"Conditions" the conditions to the implementation
of the Offer, as set out in Appendix I
to this Announcement and to be set out
in the Scheme Document;
"Court" the High Court of Justice in England
and Wales;
"Court Meeting" the meeting of Poundland Shareholders
to be convened pursuant to an order of
the Court under the Companies Act for
the purpose of considering and, if
thought fit, approving the Scheme,
including any adjournment,
postponement or reconvention thereof;
"Court Order" the order of the Court sanctioning the
Scheme;
"CREST" the system for the paperless
settlement of trades in securities and
the holding of uncertificated
securities operated by Euroclear UK
and Ireland Limited;
"Daily Official List" the Daily Official List published by
the London Stock Exchange;
"Dealing Disclosure" has the same meaning as in Rule 8 of
the Takeover Code;
"Disclosed" the information disclosed by, or on
behalf of Poundland, (i) in
Poundland's results announcement for
the financial year ended 27 March
2016, dated 16 June 2016; (ii) in this
Announcement; (iii) in any other
announcement to a Regulatory
Information Service by, or on behalf
of Poundland prior to the publication
of this announcement; or (iv) as
otherwise fairly disclosed to
Steinhoff (or its respective officers,
employees, agents or advisers) prior
to the date of this announcement;
"Effective" in the context of the Offer: (i) if
the Offer is implemented by way of a
Scheme, the Scheme having become
effective in accordance with its
terms, upon the delivery of the Court
Order to the Registrar of Companies;
or (ii) if the Offer is implemented by
way of a takeover offer pursuant to
the terms of the Co-operation
Agreement, the takeover offer having
been declared or become unconditional
in all respects in accordance with the
requirements of the Code;
"Effective Date" the date on which (i) the Scheme
becomes effective; or (ii) if SEAG
elects and the Panel consents to
implement the Offer by way of a
takeover offer, the takeover offer
becomes Effective;
"FCA" or "Financial Conduct the Financial Conduct Authority acting
Authority" in its capacity as the competent
authority for the purposes of Part VI
of the UK Financial Services and
Markets Act 2000;
"General Meeting" the general meeting of holders of
Poundland Shares (including any
adjournment, postponement or
reconvention thereof) to be convened
in connection with the Scheme;
"IFRS" International Financial Reporting
Standards;
"J.P. Morgan Cazenove" J.P. Morgan Limited which conducts its
UK investment banking business as J.P.
Morgan Cazenove;
"Listing Rules" the rules and regulations made by the
Financial Conduct Authority in its
capacity as the UKLA under the
Financial Services and Markets Act
2000, and contained in the UKLA's
publication of the same name;
"London Stock Exchange" London Stock Exchange plc;
"Offer" the recommended cash offer being made
by SEAG to acquire the entire issued
and to be issued share capital of
Poundland not already directly or
indirectly owned by Steinhoff to be
effected by means of the Scheme and,
where the context admits, any
subsequent revision, variation,
extension or renewal thereof;
"Offer Period" the offer period (as defined by the
Takeover Code) relating to Poundland,
which commenced on 15 June 2016;
"Offer Price" 220 pence per Poundland Share;
"Official List" the Official List maintained by the
UKLA;
"Opening Position Disclosure" has the same meaning as in Rule 8 of
the Takeover Code;
"Overseas Shareholders" Poundland Shareholders (or nominees
of, or custodians or trustees for
Poundland Shareholders) not resident
in, or nationals or citizens of the
United Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Poundland" Poundland Group plc;
"Poundland Directors" the directors of Poundland;
"Poundland Group" Poundland and its subsidiary
undertakings and, where the context
permits, each of them;
"Poundland Shareholders" or the holders of Poundland Shares
"Shareholders" (excluding SEAG);
"Poundland Shares" the shares of 1 pence each in the
capital of Poundland;
"Poundland Share Plans" the Poundland Restricted Share Plan,
the Poundland Performance Share Plan,
the Poundland Company Share Option
Scheme and the Poundland Sharesave
Scheme;
"Registrar of Companies" the Registrar of Companies in England
and Wales;
"Regulation" Council Regulation (EC) 139/2004;
"Regulatory Information Service" any of the services set out in
Appendix I to the Listing Rules;
"Restricted Jurisdiction" any such jurisdiction where local laws
or regulations may result in
significant risk of civil, regulatory
or criminal exposure if information
concerning the Offer is sent or made
available to Poundland Shareholders in
that jurisdiction (in accordance with
Rule 23.2 of the Takeover Code;
"Rothschild" N. M. Rothschild & Sons Limited;
"Scheme" the proposed scheme of arrangement
under Part 26 of the Companies Act
between Poundland and the Poundland
Shareholders in connection with the
Offer, with or subject to any
modification, addition or condition
approved or imposed by the Court and
agreed by Poundland and SEAG;
"Scheme Document" the document to be sent to holders of
Poundland Shares containing, amongst
other things, the Scheme and the
notices convening the Court Meeting
and the General Meeting;
"Shore Capital" Shore Capital Stockbrokers Limited;
"Significant Interest" in relation to an undertaking, a
direct or indirect interest of 20 per
cent. or more of the total voting
rights conferred by the equity share
capital of such undertaking;
"Steinhoff" Steinhoff International Holdings N.V.
"Takeover Code" the City Code on Takeovers and
Mergers;
"Third Party" each of a central bank, government or
governmental, quasi-governmental,
supranational, statutory, regulatory,
environmental, administrative, fiscal
or investigative body, court, trade
agency, association, institution,
environmental body, employee
representative body or any other body
or person whatsoever in any
jurisdiction;
"UKLA" the UK Listing Authority, being the
Financial Conduct Authority acting in
its capacity as the competent
authority for the purposes of Part VI
of the Financial Services and Markets
Act 2000;
"United Kingdom" or "UK" the United Kingdom of Great Britain
and Northern Ireland;
"United States" or "US" the United States of America, its
territories and possessions, any state
of the United States of America, the
District of Columbia and all other
areas subject to its jurisdiction and
any political sub-division thereof;
"Wider Poundland Group" Poundland and associated undertakings
and any other body corporate,
partnership, joint venture or person
in which Poundland and such
undertakings (aggregating their
interests) have a Significant
Interest; and
"Wider Steinhoff Group" Steinhoff and associated undertakings
and any other body corporate,
partnership, joint venture or person
in which Steinhoff and all such
undertakings (aggregating their
interests) have a Significant
Interest.
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "undertaking" and "associated undertaking" have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All references to "Euros", "EUR" and "EUR" are to the lawful currency of
the member states of the European Union that adopt a single currency in
accordance with the Treaty establishing the European Community as amended
by the Treaty on the European Union.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
13.07.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: Steinhoff International Holdings N.V.
Herengracht 466
1017 CA Amsterdam
Netherlands
Phone: +27218080700
Fax: +27218080800
E-mail: investors@steinhoffinternational.com
Internet: www.steinhoffinternational.com
ISIN: NL0011375019
WKN: A14XB9
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
End of Announcement DGAP News-Service
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