Just Group Limited(Acn 096 911 410) Target's Statement
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just.SAY NO JUST GROUP LIMITED (ACN 096 911 410) Target’S Statement THIS TARGET’S StatEMENT Has BEEN IssUED IN RESPonsE to THE taKEOVER OFFER MADE BY PREMIER InVEstMEnts LIMITED FOR all THE ORDInaRY SHARES IN JUst GROUP LIMITED. REJECT THE TAKEOVER OFFER FROM PREMIER This is an important document and requires your immediate attention. If you are in any doubt about how to deal with this document, you should contact your broker, financial adviser or legal adviser immediately. ACN 096 911 410 Financial Adviser Legal Adviser KEY DATES CORPORATE DIRECTORY Date of Premier’s Offer 19 May 2008 ACN 096 911 410 AUDITOR Date of this Target’s Statement 2 June 2008 DIRECTORS Ernst & Young 8 Exhibition Street Close of Premier’s Offer Period (unless extended or withdrawn) 7.00pm (AEST) on 20 June 2008 Ian Pollard (Chairman) Melbourne VIC 3000 Jason Murray (Managing Director) Just Group shareholder information AUSTRALIA Just Group has established a Shareholder Information Line which Just Group shareholders may call if they have any queries in Laura Anderson relation to Premier’s Offer. The telephone number for the Shareholder Information Line is 1300 780 445 (for calls made from within Australia) or +612 8280 7106 (for calls made from outside Australia). Bronwyn Constance LAWYERS Just Group notifies shareholders that calls to the Shareholder Information Line may be tape recorded, indexed and stored. Ian Dahl Freehills Further information relating to Premier’s Offer can be obtained from Just Group’s website at www.justgroup.com.au. Terrence McCartney Important notices Level 42 Michael McLeod Nature of this document 101 Collins Street This document is a Target’s Statement issued by Just Group under Part 6.5 Division 3 of the Corporations Act in response to Susan Oliver Premier’s Bidder’s Statement and Offer. Melbourne VIC 3000 Defined terms AUSTRALIA A number of defined terms are used in this Target’s Statement. These terms are explained in Section 7 of this Target’s Statement. COMPANY SECRETARY No account of personal circumstances Janice Payne This Target’s Statement does not take into account your individual objectives, financial situation or particular needs. It does not InvestIGATing Accountants contain personal advice. You should seek independent financial and taxation advice before making a decision as to whether or not EXECUTIVE MANAGEMENT TEAM to accept the Offer. PricewaterhouseCoopers Securities Limited Disclaimer as to forward looking statements David Bull (Merchandising Director Casualwear) Freshwater Place Further, some of the statements appearing in this Target’s Statement may be in the nature of forward looking statements. Ashley Gardner (Chief Financial Officer) You should be aware that such statements are only predictions and are subject to inherent risks and uncertainties. Those risks and 2 Southbank Blvd uncertainties include factors and risks specific to the industry in which Just Group operates as well as general economic conditions, Rachel Kelly (Retail Director Australia and New Zealand) Southbank VIC 3006 prevailing exchange rates and interest rates and conditions in the financial markets. Actual events or results may differ materially from the events or results expressed or implied in any forward looking statement. None of Just Group, Just Group’s officers, any Anita Muller (Human Resources Director) AUSTRALIA persons named in this Target’s Statement with their consent or any person involved in the preparation of this Target’s Statement, Janice Payne (Corporate Affairs Director and Company makes any representation or warranty (express or implied) as to the accuracy or likelihood of fulfilment of any forward looking Financial Advisers statement, or any events or results expressed or implied in any forward looking statement, except to the extent required by law. Secretary) You are cautioned not to place undue reliance on any forward looking statement. The forwarding looking statements in this Glenys Shearer (Commercial and Merchandising Caliburn Partnership Target’s Statement reflect views held only as at the date of this Target’s Statement. Risks Womenswear Director) Level 34 There are a number of risks which may affect the future performance of Just Group. These are discussed in Section 4. Wai Tang (Director of Operations and Peter Alexander The Chifley Tower ASIC disclaimer Sleepwear) A copy of this Target’s Statement has been lodged with ASIC. Neither ASIC nor any of its officers take any responsibility for the 2 Chifley Square content of this Target’s Statement. REGISTERED OFFICE Sydney NSW 2000 AUSTRALIA CONTENTS 658 Church Street Richmond VIC 3121 SHARE REGISTRY Chairman’s Letter to Shareholders 1 AUSTRALIA Link Market Services Limited How to Reject Premier’s Offer 3 T: 03 9420 0200 Locked Bag A14 Section 1 Why You Should Reject Premier’s Offer 4 F: 03 9426 0200 Sydney South NSW 1235 Section 2 Frequently Asked Questions 30 WEBSITE AUSTRALIA T: 1300 554 474 (within Australia) Section 3 Financial Information and Directors’ Pro-forma Forecast 33 www.justgroup.com.au T: 02 8280 7761 Section 4 Risk Factors 47 EMAIL F: 02 9287 0303 Section 5 Taxation Consequences 51 [email protected] E: [email protected] Section 6 Important Matters for Just Group Shareholders to Consider 54 W: www.linkmarketservices.com.au BANKERS Section 7 Glossary and Interpretation 62 STOCK EXCHANGE Commonwealth Bank of Australia Section 8 Authorisation 64 National Australia Bank Just Group Limited shares are listed on Annexure A Investigating Accountant’s Report 66 Westpac Banking Corporation Australian Stock Exchange. The home branch is Melbourne. Ticker: JST Annexure B Independent Expert’s Report 72 CHAIRMAN’S LETTER TO SHAREHOLDERS 2 June 2008 Dear Just Group Shareholder REJECT PREMIER’S OFFER You should have recently received an offer from Premier to acquire your Just Group Shares for $2.095 cash and 0.25 Premier shares for every Just Group Share you hold (“Premier’s Offer”). This document is our Target’s Statement, which sets out the recommendation of your Special Board Committee and the reasons for that recommendation. As I indicated in my letter to you dated 7 April 2008, Just Group has taken steps to ensure the independence of Just Group’s response and has formed a Special Board Committee to assess and consider Premier’s Offer. The two Directors who recently joined the Just Group Board as nominees of Metrepark Pty Ltd (which may be considered an associate of Premier for the purposes of Premier’s Offer), are not members of the Special Board Committee. Your Special Board Committee unanimously recommends that you REJECT the unsolicited and opportunistic Premier Offer. Your Special Board Committee believes there are a number of key reasons why you should REJECT Premier’s unsolicited Offer: 1. Just Group is a unique Australian retail company; 2. Premier’s Offer is materially inadequate and undervalues your shareholding; 3. Premier’s Offer is highly opportunistic and your outcome is uncertain if you accept the Offer; 4. Premier appears to need Just Group (but Just Group doesn’t need Premier); 5. An investment in Premier represents a fundamental change in your investment profile; and 6. You should consider Premier’s corporate governance framework. Lonergan Edwards, the Independent Expert, has concluded the Premier Offer is neither fair nor reasonable. The Independent Expert has assessed the value of: • your Just Group Shares to be between $4.78 and $5.28 per Share on a 100% controlling interest basis; • Premier’s Offer consideration to be between $3.97 and $4.23 per Share. The Independent Expert’s assessed value of Premier’s Offer consideration is between $0.81 and $1.05 per Share below its assessed value of Just Group’s Shares. Detailed reasons for reaching our conclusion are set out in this document. You should read these reasons carefully. The Independent Expert’s Report is also included. TO REJECT THE PREMIER OFFER, SIMPLY IGNORE ALL DOCUMENTATION SENT TO YOU BY PREMIER. Each member of the Special Board Committee of Just Group who holds Just Group Shares intends to REJECT the Premier Offer in relation to those Shares. Just Group is two years into a four year strategic plan that is designed to generate continued long term, sustainable growth. We have an exceptional management team, with outstanding experience and skills in retailing, that has delivered seven years of continuous sales and profit growth and strong financial returns. Our management team remains focused on delivering returns to all shareholders within the context of a strong board and governance framework. On the basis set out on page 10, your Board has adopted a goal of delivering at least 40 cents earnings per share (“EPS”) in FY2010. If achieved, this will represent double-digit EPS growth on average for the remaining two years of the strategic plan. We are committed to ensuring that shareholders benefit fully from Just Group’s underlying value and growth potential. We also remain dedicated to our objective of being one of the world’s most exciting retailers. Your Special Board Committee will continue to keep you updated on developments as they occur. In the meantime, if you have any questions in relation to this Target’s Statement or your shareholding in Just Group, please call our Shareholder Information Line on 1300 780 445 (within Australia) or +612 8280 7106 (outside Australia) Monday to Friday between 9.00am and 5.00pm (AEST). All company announcements are available on our website, www.justgroup.com.au. Yours sincerely Ian Pollard Chairman Target’s Statement | JUST GROUP | 1 YOUR SPECIAL BOARD CoMMITTEE RECOMMENDS THAT yoU REJECT PREMIER’S OFFER Do NOTHING IGNORE PREMIER’S OFFER WHowHY YotoU REJECT ShoU ldPremier REJECT’S P OFFremierer ’S OFFer 1. To REJECT Premier’s Offer, DO NOTHING. Ignore all documents sent to you by Premier 2. You should read this Target’s Statement, which contains your Special Board Committee’s recommendation to REJECT Premier’s Offer and the reasons for this recommendation 3.