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Draft Announcement (30 May 2014)

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Draft Announcement (30 May 2014) ASX AND MEDIA RELEASE Page 1 of 1 For Immediate Distribution 2 July 2014 DAVID JONES CONFIRMS SCHEME MEETING DATE OF 14 JULY 2014 AND PROVIDES SUPPLEMENTARY DISCLOSURE David Jones has today released Supplementary Disclosure to update shareholders on recent events that may be relevant to their vote on the Woolworths Holdings Limited proposal to acquire all issued David Jones shares at A$4.00 cash per share (WHL Proposal). A copy of the Supplementary Disclosure, together with a supplementary letter from the Independent Expert, is attached to this announcement. The Independent Expert has maintained the conclusion that the Scheme is fair and reasonable and, therefore, is in the best interests of David Jones Shareholders, in the absence of a Superior Proposal. Printed copies of the Supplementary Disclosure will be sent to David Jones shareholders (and those shareholders who have previously nominated an electronic means of notification will be able to access the materials electronically). The Scheme Meeting, as previously announced, will be held on Monday, 14 July 2014 at the Wesley Conference Centre, 220 Pitt Street, Sydney, commencing at 10.00am. The time for determining eligibility to vote at the Scheme Meeting is 7.00pm on Saturday, 12 July 2014. Signed and completed proxy forms must be received by 10.00am on Saturday, 12 July 2014. The David Jones Board continues to unanimously recommend that in the absence of a superior proposal, David Jones shareholders vote in favour of the WHL Proposal. As at the date of this announcement no superior proposal has emerged, accordingly the David Jones Directors intend to vote all the David Jones Shares held or controlled by them in favour of the WHL Proposal. Ends. 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] For personal use only David Jones Limited A.C.N. 000 074 573 A.B.N. 75 000 074 573 2 July 14 David Jones Limited: Scheme Booklet – Supplementary Disclosure 1. Update on the Scheme Key points • Since the issue of the Scheme Booklet, there have been a number of events relevant to David Jones Shareholders which David Jones has informed you of through ASX announcements and letters. The relevant announcements are described in Annexure A. This Supplementary Disclosure outlines further recent events. • There has been no change to your Directors’ recommendation on the Scheme and no change to the Independent Expert’s Conclusion on the Scheme, having regard to these recent events. • The Scheme Meeting is to be held on Monday, 14 July 2014 at the Wesley Conference Centre, 220 Pitt Street, Sydney, commencing at 10:00am. • Proxy Votes must be submitted by 10:00 am on Saturday, 12 July 2014. • You should read the Scheme Booklet and this Supplementary Disclosure before voting on the Scheme. 1.1 Background This document (Supplementary Disclosure) follows and supplements the Scheme Booklet dated 22 May 2014 relating to the proposal for the acquisition of all David Jones Shares by Vela Investments, a subsidiary of Woolworths Holdings Limited (WHL), by way of scheme of arrangement. Since that date, there have been a number of events relevant to David Jones Shareholders that David Jones has kept shareholders informed of through announcements to the ASX (described in Annexure A) and letters to Shareholders. This Supplementary Disclosure is intended to be read with the Scheme Booklet, together with the ASX releases described in Annexure A and the letters which David Jones has sent to Shareholders since the Scheme Booklet was issued. A copy of this Supplementary Disclosure has been provided to ASIC and ASX. Neither ASIC nor ASX nor any of their respective officers takes any responsibility for the contents of this Supplementary Disclosure 1.2 Woolworths A$4.00 offer under the Scheme is best and final On 30 June 2014, WHL informed David Jones and its Shareholders that the offer price under the Scheme of A$4.00 per David Jones Shares is its best and final offer, subject to no Competing Proposal emerging. According to WHL, this means that, For personal use only David Jones Limited A.C.N. 000 074 573 A.B.N. 75 000 074 573 subject to no Competing Proposal emerging, WHL will not increase the offer price under the Scheme. 1.3 Interest of companies associated with Mr Solomon Lew in David Jones and Country Road Limited David Jones sets out the following details for your information: • As explained in our letter to Shareholders dated 20 June 2014, Mr Lew acquired a relevant interest in 9.89% of the David Jones Shares on issue. • David Jones, after making due enquiries, is not aware of any other David Jones Shares that Mr Lew or his associated entities may have an interest in either through derivatives or share loan arrangements. • Mr Lew also holds an approximate 11.8% stake in Country Road Limited (Country Road), an ASX listed company in which WHL is the majority shareholder (holding 87.88%). • WHL, the bidder for David Jones, made a takeover bid for Country Road in October 1997 at A$2.00 per share. At that time, Mr Lew had a stake of approximately 10% of Country Road. Mr Lew did not accept that takeover bid, and as a result WHL was not able to reach the 90% required to pursue compulsory acquisition and reach 100% ownership of Country Road. • Since that time, there have been several public disputes between WHL and Mr Lew in relation to the strategic direction and management of Country Road. • On 24 June 2014, WHL announced an intention to make a takeover bid for all shares in Country Road which it does not already own, at a price of A$17.00 per share, conditional on (among other things) the David Jones Scheme becoming effective. • On 30 June 2014, WHL announced that the offer of A$17.00 under its bid for Country Road is its best and final offer, which means that WHL will not increase the offer price of A$17.00. WHL also announced its intention that, upon the David Jones Scheme becoming effective, it will waive the regulatory action and prescribed occurrence conditions to its bid. This will, at that time, leave the bid subject only to the FIRB approval condition – unless FIRB approval has already been obtained by that time. If Mr Lew chooses to accept the WHL Country Road bid, once that bid becomes unconditional, interests associated with Mr Lew will receive approximately A$209.2 million in consideration for his Country Road shares. Some media commentary has suggested that A$17.00 is a generous bid price for Country Road. David Jones is unable to make an assessment on that matter, but draws the following matters to the attention of David Jones Shareholders: For personal use only • David Jones has been informed by WHL that, before companies associated with Mr Lew acquired a stake in David Jones, WHL has had an ongoing desire to acquire all of the shares in Country Road which it did not already own. WHL indicated that the acquisition by Mr Lew of shares in David Jones prompted them to launch a takeover bid now rather than at some other time. Further, because WHL sees synergy benefits in owning both David Jones and Country Road (a retail company) and would like to resolve the stalemate with Mr Lew which has existed for 17 years with respect to Country Road, WHL was comfortable that to make the takeover bid for Country Road at this time was in the best interests of WHL’s shareholders and delivered the greatest chance of transaction certainty for the Scheme. • The closing price of Country Road on 23 June 2014, the day before WHL’s takeover bid was announced was A$14.00. • The highest price at which Country Road shares traded in the 3 months up to and including 23 June 2014 was A$15.40 and the lowest price was A$9.80. • The highest price at which Country Road shares have traded in the past year up to and including 23 June 2014 was A$15.40 and the lowest price was A$3.33. • Due to the very limited free float of shares in Country Road, Country Road shares are extremely thinly traded and therefore may experience greater price volatility than other shares. Because of that thin trading, share prices may not be a reliable guide to the fair value of Country Road shares, and therefore David Jones Shareholders may wish to consider what weight to attribute to the Country Road share price in assessing the opportunity available to Mr Lew under the Country Road takeover bid, should you consider this relevant. David Jones directors consider that this is a unique set of circumstances, where David Jones’ Scheme risks being adversely affected by a long-running stalemate between Mr Lew and WHL in which David Jones has no involvement and which has nothing to do with David Jones. The David Jones’ Board does not consider that, if the takeover bid for Country Road had not been made, any of the cash or value offered under the Country Road takeover bid would instead have been offered to David Jones Shareholders. David Jones considers the fact that the takeover bid has been made for Country Road is positive for David Jones Shareholders in that, consistent with views expressed publicly by several large David Jones Shareholders, they hope the fact that a takeover bid has been made for Country Road might lessen the risk to the David Jones Scheme.
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