23 May 2014 Announcement
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ASX AND MEDIA RELEASE Page 1 of 1 For Immediate Distribution 23 May 2014 DAVID JONES SCHEME BOOKLET REGISTERED WITH ASIC David Jones Limited (DJS) today announced that the Australian Securities and Investments Commission has registered the Scheme Booklet in relation to the previously announced Scheme of Arrangement (‘Scheme’) under which Woolworths Holdings Limited will acquire all of the shares in David Jones. A copy of the Scheme Booklet, including the Independent Expert’s Report, is attached to this announcement. Printed copies of the Scheme Booklet, including the Independent Expert’s Report, will be sent to David Jones shareholders over the next week (and those shareholders who have previously nominated an electronic means of notification will be able to access the materials electronically). The David Jones Board continues to unanimously recommend that David Jones shareholders vote in favour of the Scheme at the upcoming Scheme Meeting to be held on 30 June 2014, in the absence of a superior proposal. Media Enquiries Shareholder Enquiries Helen Karlis Shareholder Information Line General Manager Corporate Affairs, Computershare Communications and Investor Relations Within Australia: 1300 580 123 David Jones Limited Outside Australia: +61 3 9415 4339 02 9266 5960 Operational Monday to Friday from 9:00 am to 0404 045 325 5:00pm [email protected] ENDS For personal use only David Jones Limited A.C.N. 000 074 573 A.B.N. 75 000 074 573 THIS IS AN IMPORTANT DOCUMENT AND REQUIRES YOUR IMMEDIATE ATTENTION YOU SHOULD READ IT CAREFULLY AND IN ITS ENTIRETY BEFORE DECIDING WHETHER OR NOT TO VOTE IN FAVOUR OF THE SCHEME IF YOU ARE IN ANY DOUBT AS TO WHAT YOU SHOULD DO, YOU SHOULD CONSULT YOUR BROKER, FINANCIAL ADVISER OR LEGAL ADVISER IMMEDIATELY DAVID JONES SCHEME BOOKLET IN relation to A proposal from Vela Investments Pty Ltd, A subsidiary of Woolworths Holdings Limited (South Africa), to acQuire all the ordinary shares in David Jones Limited BY WAY OF SCHEME OF ARRANGEMENT YOUR DIRECTORS UNANIMOUSLY RECOMMEND THAT YOU VOTE IN FAVOUR OF THE SCHEME, IN THE ABSENCE OF A SUPERIOR PROPOSAL EACH DIRECTOR INTENDS TO VOTE THE DAVId JONES SHARES THEY OWN OR CONTROL IN FAVOUR OF THE SCHEME, IN THE ABSENCE OF A SUPERIOR PROPOSAL A Notice of Scheme Meeting is included as Annexure F to this Scheme Booklet, and a proxy form for the Scheme Meeting accompanies this Scheme Booklet. The Scheme Meeting will be held at 10.00am (Sydney time) on Monday 30 June 2014 at the Wesley Conference Centre, 220 Pitt Street Sydney. For personal use only FINANCIAL ADVISERS LEGAL ADVISER DAVID JONES LIMITED ACN 000 074 573 For personal use only DAVID JONES SCHEME BOOKLET IMPORTANT NOTICES Nature of this document Disclaimer as to forward looking statements This Scheme Booklet includes the explanatory statement for the Scheme required by Some of the statements appearing in this Scheme Booklet (including in the Independent subsection 412(1) of the Corporations Act. Expert’s Report) may be in the nature of forward looking statements. All forward This Scheme Booklet provides David Jones Limited Shareholders (David Jones looking statements in this Scheme Booklet (including in the Independent Expert’s Shareholders) with information about the proposed acquisition of David Jones Report) reflect views only as at the date of this Scheme Booklet, and generally may Limited (David Jones) by Vela Investments Pty Ltd (Vela Investments), a subsidiary of be identified by the use of forward looking words such as “believe”, “aim”, “expect”, Woolworths Holdings Limited (Woolworths). “anticipate”, “intending”, “foreseeing”, “likely”, “should”, “planned”, “may”, “estimate”, “potential”, or other similar words. Similarly, statements that describe the objectives, If you have sold all of your David Jones Shares, please ignore this Scheme Booklet. plans, goals or expectations of David Jones, Vela Investments or Woolworths are or Defined terms may be forward looking statements. You should be aware that such statements are A number of defined terms are used in this Scheme Booklet. These terms are only predictions and are subject to inherent risks and uncertainties. Those risks and capitalised and have the meanings set out in Section 13. uncertainties include factors and risks specific to the industry in which David Jones, Vela Investments and Woolworths operate, as well as general economic conditions, A number of figures, amounts, percentages, prices, estimates, calculations of value and prevailing exchange rates and interest rates and conditions in the financial markets. fractions in this Scheme Booklet are subject to the effect of rounding. Accordingly, Actual events or results may differ materially from the events or results expressed or their actual calculations may differ from the calculations set out in this booklet. implied in any forward looking statement. None of David Jones, Vela Investments, Important notice associated with Federal Court order under Woolworths, their respective subsidiaries or their respective directors, officers and subsection 411(1) of the Corporations Act employees, any persons named in this Scheme Booklet with their consent, or any person involved in the preparation of this Scheme Booklet, makes any representation The fact that under subsection 411(1) of the Corporations Act, the Federal Court has or warranty (express or implied) as to the likelihood of fulfilment of any forward ordered that the Scheme Meeting be convened and has approved the explanatory looking statement, or any events or results expressed or implied in any forward statement required to accompany the Notice of Scheme Meeting does not mean looking statement, except to the extent required by law. You are cautioned not to that the Federal Court: place reliance on any forward looking statement. • has formed any view as to the merits of the proposed Scheme or as to how eligible David Jones Shareholders should vote (on this matter eligible David Jones Responsibility statements Shareholders must reach their own decision); or David Jones has been solely responsible for preparing this Scheme Booklet, and the Woolworths Group and its directors and officers do not assume any responsibility for • has prepared, or is responsible for the content of, the explanatory statement. the accuracy or completeness of this Scheme Booklet, except that: No endorsement • Woolworths has been solely responsible for preparing the Woolworths Information. The fact that under subsection 411(1) of the Corporations Act, the Federal Court has David Jones and its directors and officers do not assume any responsibility for the ordered that the Scheme Meeting be convened is not an endorsement of, or other accuracy or completeness of any Woolworths Information; expression of opinion on, the Scheme. • Ernst & Young has prepared the Tax Adviser’s Report in relation to the Scheme ASIC and ASX and takes responsibility for that report. David Jones and its directors and officers do A copy of this Scheme Booklet was provided to ASIC for examination in accordance not assume any responsibility for the accuracy or completeness of the Tax Adviser’s with section 411(2)(b) of the Corporations Act, and was lodged with ASIC for Report. The Tax Adviser’s Report is set out in Section 10; and registration under section 412(6) of the Corporations Act. It was then registered • Grant Samuel & Associates Pty Limited has prepared the Independent Expert’s by ASIC under section 412(6) of the Corporations Act before being sent to David Report in relation to the Scheme and takes responsibility for that report. David Jones Shareholders. Jones and its directors and officers do not assume any responsibility for the accuracy ASIC has been requested to provide a statement in accordance with section 411(17) or completeness of the Independent Expert’s Report, except in the case of David (b) of the Corporations Act that ASIC has no objection to the Scheme. If ASIC Jones in relation to the information which it has provided to the Independent provides that statement, it will be produced to the Federal Court at the time of the Expert. The Independent Expert’s Report is set out in Annexure B. Second Court Hearing to approve the Scheme. Neither ASIC nor any of its officers Charts, maps and diagrams takes any responsibility for the contents of this Scheme Booklet. Any diagrams, charts, maps, graphs and tables appearing in this Scheme Booklet are A copy of this Scheme Booklet has been provided to ASX. Neither ASX nor any of its illustrative only and may not be drawn to scale. Unless stated otherwise, all data officers take any responsibility for the contents of this Scheme Booklet. contained in diagrams, charts, maps, graphs and tables is based on information No account of personal circumstances available as at the Last Practicable Date. This Scheme Booklet and the recommendations contained in it should not be taken References to time as, and do not constitute, personal financial advice as they do not take into account Unless otherwise stipulated, all references to time in this Scheme Booklet are to your individual objectives, financial and taxation situation or particular needs. As such, Sydney time. your Directors encourage you to seek independent financial and taxation advice before making any investment decision and any decision as to whether or not to vote Privacy in favour of the Scheme. David Jones, Vela Investments and Woolworths may collect personal information in the process of implementing the Scheme. The type of information that they may Not an offer collect about you includes your name, contact details and information on your security This Scheme Booklet does not constitute or contain an offer to David Jones holding in David Jones and the names of persons appointed by you to act as a proxy, Shareholders, or a solicitation of an offer from David Jones Shareholders, in any attorney or corporate representative at the Scheme Meeting.