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SUPER RETAIL GROUP LIMITED — Capital/Financing Update 2011
Oct 16, 2011
65878_rns_2011-10-16_1d8f06ad-f7ad-4e12-9f00-83d9b74159a0.pdf
Capital/Financing Update
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17 October 2011
The Manager Company Notices Section ASX Limited Level 5, Riverside Centre 123 Eagle Street BRISBANE QLD 4000
Dear Sir/Madam
Notice under section 708AA(2)(f) of the Corporations Act 2001
This notice is given by Super Retail Group Limited (ABN 81 108 676 204) (“ Super Retail Group ”) under section 708AA(2)(f) of the Corporations Act 2001 (Cth) (“ Act ”) as notionally modified by the Australian Securities and Investments Commission (“ ASIC ”).
Super Retail Group today announced a fully underwritten pro rata accelerated institutional tradeable retail renounceable entitlement offer (“ Entitlement Offer ”) of 9 fully paid ordinary shares in Super Retail Group (“ New Shares ”) for every 19 Super Retail Group ordinary shares held as at 7:00pm (Sydney time) on 20 October 2011 by shareholders with a registered address in Australia, New Zealand and certain other jurisdictions (“ Eligible Shareholders ”) at an issue price of A$5.34 per New Share.
A Retail Offer Booklet for the Entitlement Offer will be dispatched to Eligible Shareholders on 26 October 2011.
The Entitlement Offer is fully underwritten by Macquarie Capital (Australia) Limited and RBS Equity Capital Markets (Australia) Limited.
Super Retail Group confirms that:
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(a) the New Shares will be offered for issue without disclosure under Part 6D.2 of the Act;
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(b) this notice is being given under section 708AA(2)(f) of the Act as notionally modified by ASIC;
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(c) as at the date of this notice, Super Retail Group has complied with:
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(i) the provisions of Chapter 2M of the Act as they apply to Super Retail Group; and
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(ii) section 674 of the Act;
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Super Retail Group Limited
2
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(d) as at the date of this notice, there is no excluded information of the type referred to in sections 708AA(8) and 708AA(9) of the Act as notionally modified by ASIC that is required to be set out in this notice under section 708AA(7) of the Act; and
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(e) the potential effect the issue of New Shares will have on the control of Super Retail Group, and the consequences of that effect, will depend on a number of factors, including investor demand. However, given the structure of the Entitlement Offer as a pro-rata issue, the potential effect the issue of New Shares under the Entitlement Offer will have on the control of Super Retail Group is as follows:
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(i) if all Eligible Shareholders take up their entitlements under the Entitlement Offer, then the Entitlement Offer will have no significant effect on the control of Super Retail Group;
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(ii) if particular Eligible Shareholders do not take up all of their entitlements under the Entitlement Offer, then the shareholding interests of those Eligible Shareholders in Super Retail Group will be diluted;
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(iii) SCA FT Pty Ltd’s (ACN 010 721 614)[1] (“ SCA FT ”) interest in Super Retail Group will decrease from its current 40.98% interest on the issue of New Shares under the Entitlement Offer. In particular, SCA FT will participate in the Institutional Entitlement Offer and has committed to take up 10.95% (representing 2,808,977 New Shares) of its entitlements and to renounce the balance, which will be dealt with as part of the institutional shortfall bookbuild. It is expected that after the Entitlement Offer is completed, SCA FT will have an interest of approximately 29.25% in Super Retail Group;
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(iv) the proportional interests of shareholders with registered addresses outside Australia and New Zealand (excluding any relevant eligible institutional investors) will be diluted because such shareholders are not entitled to participate in the Entitlement Offer; and
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(v) although the issue of New Shares which are not taken up by eligible shareholders under the Entitlement Offer may increase the shareholding interest of the Underwriters (or eligible institutional investors who may be placed shares via the bookbuild process or by the Underwriters), other than as set out above, it is not expected to have any material effect on the control of Super Retail Group.
Yours sincerely
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Robert Dawkins Company Secretary Super Retail Group Limited
1 Mr Reginald Rowe, a non-executive director of Super Retail Group, is a director and shareholder of SCA FT.