14 September 2004
Not for publication, distribution or release in the United States, Canada, Australia or Japan (including its territories and possessions).
The following announcement was issued to the JSE Securities Exchange South Africa this morning.
| GUS | ||
| David Tyler | Finance Director | 020 7495 0070 |
| Fay Dodds | Director of Investor Relations | |
| Finsbury | ||
| Rupert Younger | 020 7251 3801 | |
| Rollo Head |
Lewis Group Limited
(Incorporated in the Republic of South Africa)
(Formerly Rowmoor Investments 505 (Proprietary) Limited)
(Registration number: 2004/009817/06)
JSE share code: LEW ISIN: ZAE000058236
("Lewis")
Nature of business
The Lewis group is a retailer in Southern Africa selling furniture, household and electrical goods mainly on credit, together with associated financial products, to customers predominantly in the LSM 4-7 customer categories. The Lewis group trades under the 'Lewis' brand in 400 furniture stores, under the 'Best Electric' brand in 47 specialist electrical stores and under the ‘Lifestyle Living' brand in 18 upmarket furniture and electronic goods stores. Lewis provides credit facilities to the majority of its customers and offers insurance products to customers covering approximately 96% of its credit customer base.
Offer
The offer comprises an offer for sale, subject to certain conditions (the "Offer"), by GUS Holdings B.V., a wholly-owned subsidiary of GUS plc, incorporated in Eindhoven, Netherlands (the "Offeror"), of up to 39,999,999 ordinary shares of one cent each in the issued share capital of Lewis. Further, up to 6,000,000 additional shares may be sold by the Offeror pursuant to a thirty-day option, which the Offeror intends to grant to the potential underwriters of the offer to cover over-allotments.
The offer is being made to:
The salient dates and times relating to the Offer are expected to be as follows:
| Events | 2004 |
|---|---|
| Opening date of the Offer at 09h00 on | 14 September |
| Indications of interest for purpose of the bookbuild received up until 17h00 on | 29 September |
| Offer price announced on SENS on | 30 September |
| Offer price announced in the South African press | 1 October |
| Successful applicants advised of allocations on | 30 September |
| Closing Date of the Offer at 24h00 on | 30 September |
| Settlement Date and Listing Date | 4 October |
All times and dates are subject to change. Any changes will be published in the South African press and on SENS.
| Name, age and nationality | Business address | Role |
|---|---|---|
| David Morris Nurek (54) South African |
36 Hans Strijdom Avenue Foreshore Cape Town |
Chairperson (*non-executive) |
| Alan James Smart (60) South African |
c/o Lewis Group Limited Universal House 53A Victoria Road Woodstock Cape Town |
Chief Executive Officer |
| David Alan Tyler (51) British |
c/o GUS plc 1 Stanhope Gate London W1K 1AF |
Director (non-executive) |
| Hilton Saven (51) South African |
c/o Moores Rowland 27th Floor No.1 Thibault Square Cape Town |
Director (*non-executive) |
| Ben van der Ross (57) South African |
39 Doordrift Village Doordrift Road Constantia Cape Town |
Director (*non-executive) |
Prospectus
The prospectus will be issued today, Tuesday, 14 September 2004. Further information in respect of the Offer is set out in the prospectus, copies of which are available on request at the following addresses during business hours until Wednesday, 29 September 2004:
Bookrunner, financial adviser and sponsor
UBS South Africa (Proprietary) Limited
Co-lead managers
Cazenove South Africa (Proprietary) Limited
Investec Bank Limited
South African legal adviser to Lewis
Sonnenberg Hoffmann Galombik
Legal adviser to bookrunner
Werksmans Inc.
Auditors and reporting accountants
PricewaterhouseCoopers Inc.
Financial communications adviser to Lewis
Brunswick South Africa Limited
This announcement has been issued by, and is the sole responsibility of Lewis Group Limited ("Lewis"). UBS South Africa (Proprietary) Limited and its affiliates, Cazenove South Africa (Proprietary) Limited and its affiliates and Investec Bank Limited are acting for GUS plc, the Offeror and Lewis in relation to the partial initial public offer of Lewis and no-one else, and will not be responsible to anyone other than GUS plc, the Offeror and Lewis for providing the protections afforded to their respective clients or for providing advice in relation to the partial initial public offer.
No offer or invitation to acquire shares of Lewis is being made by or in connection with this announcement. Any such offer will be made solely by means of a prospectus which will be issued on 14 September 2004 and any acquisition of shares should be made on the basis of the information contained in such prospectus. The value of shares can go down as well as up. Past performance is not a guide to future performance. Potential investors should consult a professional adviser as to the suitability of any offering for the individual concerned.
This announcement is not for distribution, directly or indirectly, in or into the United States. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the Securities Act) and may not be offered or sold in the United States (as defined in Regulation S under the Securities Act) absent registration or an exemption from registration. No public offering of the shares will be made in the United States.
Members of the public in the United Kingdom are not eligible to take part in the Placing. In the United Kingdom this announcement, in so far as it constitutes an invitation or inducement to participate in the Placing, is directed only at persons who have professional experience in matters relating to investments who fall within article 19(1) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (as amended) (the "Order") or are persons falling within article 49(1) of the Order (all such persons together being referred to as "Relevant Persons"). This announcement, in so far as it constitutes an invitation or inducement to participate in the Placing, must not be acted on or relied on by persons who are not Relevant Persons. Any investment or inducement activity in so far as relating to participation in the Placing is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This announcement does not constitute an offer to sell, exchange or transfer any securities of Lewis and is not soliciting an offer to purchase, exchange or transfer such securities in any jurisdiction where the offer, sale, exchange or transfer is not permitted or to any person or entity to whom it is unlawful to make that offer, sale, exchange or transfer. This announcement is not an offer of securities for sale in the United States.
This announcement and the information contained herein are not for publication or distribution to persons in the United States, Canada, Australia or Japan or in any jurisdiction in which such publication or distribution is unlawful.