Poundland Group PLC Scheme of arrangement becomes effective (0650K)

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RNS Number : 0650K

Poundland Group PLC

16 September 2016

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

16 September 2016

RECOMMED CASH OFFER

for

Poundland Group plc

by

Steinhoff Europe AG

Scheme of arrangement becomes effective

On 15 September 2016, the boards of Poundland Group plc ("Poundland") and Steinhoff International Holdings N.V. ("Steinhoff") announced that the High Court of Justice in England and Wales had sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") by which the recommended cash offer made by Steinhoff Europe AG ("SEAG") for the entire issued and to be issued share capital of Poundland not already directly or indirectly owned by it (the "Offer") is being implemented.

Poundland and Steinhoff today announce that, following the delivery of the Court Order to the Registrar of Companies, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued share capital of Poundland is now owned by SEAG.

Each Scheme Shareholder on the register at the Scheme Record Time, being 6.00 p.m. (London time) on 15 September 2016, will receive 225 pence in cash for each Scheme Share held (the "Consideration"). The Consideration will be settled by or on behalf of SEAG within 14 days of the date of this announcement, as set out in the scheme document published on 12 August 2016 in relation to the Offer (the "Scheme Document"). The Agreed Dividend of two pence per Poundland Share will be paid on 23 September 2016 to holders of Poundland Shares whose names were on the register at the close of business on 9 September 2016.

Trading in Poundland Shares on the London Stock Exchange's main market for listed securities and the listing of Poundland Shares on the premium listing segment of the Official List of the UK Listing Authority have each been suspended. Applications have been made to the UK Listing Authority and the London Stock Exchange in relation to the de-listing of Poundland Shares from the premium listing segment of the Official List of the UK Listing Authority and the cancellation of the admission to trading of Poundland Shares on the London Stock Exchange's main market for listed securities, which is expected to take place at 8.00 a.m. (UK time) on Monday 19 September 2016.

Full details of the Offer are set out in the Scheme Document. Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.

Further Information

Linklaters LLP are providing legal advice to Steinhoff and SEAG. Freshfields Bruckhaus Deringer LLP are providing legal advice to Poundland.

Enquiries

 
 Poundland 
 Philip Dorgan, Head of Investor      Tel: +44 (0)12 
  Relations                            1568 7000 
 J.P. Morgan Cazenove (joint          Tel: +44 (0) 
  financial adviser and corporate      20 7742 4000 
  broker to Poundland) 
 Toby Radford / Caroline Thomlinson 
 Mark Breuer / James Robinson 
 Rothschild (joint financial          Tel: +44 (0) 
  adviser to Poundland)                20 7280 5000 
 Majid Ishaq 
 John Byrne 
 Shore Capital (corporate broker      Tel: +44 (0) 
  to Poundland)                        20 7408 4050 
 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 
 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         Tel: +44 (0)20 
  adviser to Steinhoff and SEAG)       7597 4000 
 Andrew Pinder / David Anderson 
 Sara Hale / Henry Reast (Corporate 
  Broking) 
 

Further information:

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.

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.

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.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.poundlandcorporate.com by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

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, 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 may contain 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.

This information is provided by RNS

The company news service from the London Stock Exchange

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September 16, 2016 05:30 ET (09:30 GMT)