JOHANNESBURG (Reuters) - South African retail group Steinhoff (SNHG.DE) (SNHJ.J) said it plans to acquire a controlling stake in supermarket operator Shoprite (SHPJ.J) through its African spinoff in a share deal worth 35.5 billion rand (2 billion pounds).
Steinhoff abandoned plans to merge with Shoprite in February, but billionaire Christo Wiese, who is the largest shareholder in both companies and their chairman, has said he wants to consolidate his holdings.
After the merger was called off, Steinhoff moved to list its African retail assets separately on the Johannesburg stock exchange and said on Friday it has established a single company - STAR - through which to effect the listing.
Steinhoff has gradually expanded from a South African furniture wholesaler to a global discount retailer, acquiring Britain's Poundland, U.S.-based Mattress Firm and Australia's Fantastic in the past two years.
Acquiring control of Shoprite will give it access to grocery shoppers in South Africa and 14 other African markets, including fast growing consumer hubs of Nigeria, Angola and Zambia.
Steinhoff said in a statement it has entered into call option agreements with Titan Premier Investments, a company ultimately controlled by a Wiese family trust, as well as the Public Investment Corporation (PIC) and Lancaster Group.
"The exercise and implementation of the call options will not require STAR to extend a mandatory offer to the remaining Shoprite shareholders," Steinhoff said.
Once the call options are exercised and implemented, STAR will hold approximately 22.7 percent of the economic interest and 50 percent of the voting rights in Shoprite, Steinhoff said.
The deal will value Shoprite's ordinary shares, deferred voting shares and cash at a combined 35.5 billion rand, the company said.
STAR will remain a unit of Steinhoff and will house all the firm's African assets except its logistics unit Unitrans, Steinhoff said.
Pep, a low-end retailer founded by Wiese in 1965 in a small town near the border with Namibia, will be the largest single asset in STAR's stable. Steinhoff in 2014 bought Pep for 63 billion rand - $5.7 billion at time.
Reporting by TJ Strydom; editing by Tiisetso Motsoeneng and Susan Fenton