SINGAPORE – Super Group Ltd. (“Super Group” or the “Company”) and Sapphire Investments B.V. (“Sapphire” or “Offeror”), an indirectly wholly-owned subsidiary of Jacobs Douwe Egberts B.V. (“JDE”), today announced Sapphire’s firm intention to make a voluntary conditional general offer (the “Offer”) to acquire all the issued shares of Super Group.
This follows the fulfilment of all the Pre-Conditions (as defined in the Pre-Conditional Offer Announcement), including approvals from each of the Anti-Monopoly Bureau of the Ministry of Commerce of the People’s Republic of China and the Philippine Competition Commission in respect of the Offer, as set out in the Pre-Conditional Offer Announcement dated 3 November 2016.
The Offer Price for each Share is S$1.30 in cash, which represents a premium of approximately:
- 0% over the last traded price per Share on 31 October 2016, being the date on which the Shares were last traded on the SGX-ST prior to the trading halt on the Shares which was called on 31 October 2016
- 5% over the last traded price per Share on 4 October 2016, being the last full day of trading of the Shares prior to the date on which a query regarding trading activity was received on 5 October 2016 by the Company from the SGX-ST (“Undisturbed Share Price Date”)
- 5% over the volume weighted average price (“VWAP”) of the Shares for the one-month period up to and including 4 October 2016.
- 6% over the VWAP of the Shares for the three-month period up to and including 4 October 2016
- 7% over the VWAP of the Shares for the six-month period up to and including 4 October 2016
The Offer presents shareholders of Super Group with an opportunity to realise their entire investment in the Shares in cash at a premium over the prevailing trading prices of the Shares without incurring brokerage and other trading costs.
The Offer is conditional upon Sapphire and parties acting in concert with it owning more than 50% of the total number of Shares by the close of the Offer.
As previously announced, Sapphire has received irrevocable undertakings amounting to 60% of the total issued Shares from the Undertaking Shareholders.
Accordingly, the Offer will turn unconditional in all respects upon receipt of valid acceptances from the Undertaking Shareholders, as their aggregate acceptances will exceed 50% of the total number of Shares. After the Offer turns unconditional in all respects, all shareholders of Super Group who have validly accepted the Offer will be paid S$1.30 in cash for each Share.
Sapphire intends to delist and privatise Super Group. Sapphire is of the view that the delisting and privatisation of Super Group will provide Sapphire and Super Group with greater control and management flexibility in the implementation of strategic initiatives and/or operational changes of Super Group and its subsidiaries, as well as dispense with compliance costs associated with the maintenance of its listed status.
Mr David Teo Kee Bock, Chairman and Managing Director of Super Group, commented, “The offer from JDE is recognition of our quality brands that have been built by our dedicated staff and management team over the past 30 years.
Being a part of JDE will allow Super Group to further strengthen its brand, business operations and product offerings. We believe that we can build on JDE’s strong foundation to continue to serve consumers with our well-loved brands.”
Mr Pierre Laubies, Chief Executive Officer of JDE, said, “Having obtained the required regulatory approvals in China and the Philippines, we are excited about the formal launch of our public offer and look forward to welcoming Super Group into the JDE family with the goal of continuing to deliver great products to customers in this region.”
Mr Fabien Simon, Chief Financial Officer of JDE, remarked, “Both Super Group and JDE believe in the same mission of serving high-quality products to customers around the world.
We are confident that Super’s and JDE’s portfolios will create a strong position for us to deliver on our promise to consumers in Asia.”
More details about the Offer will be set out in the Offer Document which will, together with Super Group’s circular to its shareholders, be contained in a Composite Document to be despatched to Super Group’s shareholders no later than 21 days from the date of the Offer Announcement.
The Offer will be open for acceptance for a period of at least 28 days after the posting of the Composite Document.
