UPDATE 2-Australia's David Jones delays vote on $2 bln takeover by Woolworths

Thu Jun 19, 2014 9:52am EDT

* Meeting pushed back by two weeks

* David Jones says to "assess implications" of Lew stake

* Solomon Lew yet to declare his intentions

* Shares in David Jones end flat, below bid price (Adds Woolworths comments, background)

By Byron Kaye and Tiisetso Motsoeneng

SYDNEY/JOHANNESBURG, June 19 (Reuters) - Australian retailer David Jones Ltd has postponed a shareholder vote on a $2 billion takeover bid from South Africa's Woolworths after Australian billionaire Solomon Lew amassed a stake that could scupper the deal.

David Jones, the country's second-largest department store chain, said on Thursday that the June 30 meeting would be delayed to July 14 to give its board time to "assess the implications" of the retail mogul's stake, which is worth about $188 million.

Lew, who also owns a minority stake in Woolworths' other Australian investment, up-market clothing retailer Country Road , said on Wednesday that he had accumulated about 10 percent of David Jones, up from just 0.65 percent as of May 30.

The postponement, which puts the deal in doubt, also gives Lew time to accumulate more shares if he wants them.

Melbourne-based Lew, who has had public spats with Woolworths management over the running and strategic direction of Country Road, has not said why he amassed the stake so quickly.

Investors expect he will use the David Jones stake to force Woolworths to lift its offer and potentially buy him out of Country Road, whose thinly traded shares have tripled in price since the start of the year.

Lew has held his 12 percent stake in Country Road - worth A$170 million - for 17 years, preventing the Cape Town-based Woolworths from taking full ownership and delisting it.

DISRUPTIVE MINORITY

Buying Lew out of Country Road to secure his backing for the David Jones deal may not sit well with some investors, but could allow Woolworths to dislodge what many regard as a thorn in their side.

"What Woolworths don't want is to have a similar situation they have in Country Road, where they have a fairly disruptive minority shareholder on the register," said Roger Tejwani, an analyst at Cape Town-based Noah Capital Markets.

The David Jones deal requires approval from 50 percent of shareholders controlling at least 75 percent of the stock, but only votes cast at the meeting are counted. At regular shareholder meetings David Jones has had turnout as low as 50 percent, meaning Lew could have enough stock to affect the vote.

"It's quite a high hurdle for Woolworths to get over because usually at these meetings not everybody shows up, and anything in the low teens could put Lew in a very good position to scupper the transaction," said Quinton Ivan, a portfolio manager at Coronation Fund Managers, which is among the 10 biggest investors in Woolworths.

Woolworths acknowledged that Lew had grabbed its attention but noted that David Jones management still wanted the deal.

"He has built up a substantial stake and we can't speculate about where this is going, but what's important is David Jones continue to recommend our offer in the absence of a competing offer," said Woolworths spokesman Nic Bennett.

Woolworths Chief Executive Ian Moir was at the centre of Lew's public criticisms over Country Road, which Moir headed for seven years before taking the helm at Woolworths four years ago.

David Jones shares ended flat at A$3.90, below a $A4.00 Woolworths bid price and underperforming a sharply higher overall market. Woolworths stock was also little changed at 77.55 rand by 1130 GMT. ($1 = 1.0639 Australian Dollars) (Additional reporting by David Dolan in Lagos; Editing by Will Waterman)

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