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UPDATE 1-S.Africa's Woolworths clinches $2.2 bln David Jones takeover

* Australian court approves deal

* Woolworths confident of securing Country Road deal

* Woolworths annual sales up 14.4 pct

(Adds Woolworths CEO comment, shares, sales update)

SYDNEY/JOHANNESBURG July 17 (Reuters) - South Africa's Woolworths cleared the final hurdle to its $2 billion takeover of David Jones after an Australian court gave the upscale clothing and food retailer the green light on Thursday.

The purchase of Australia's second-largest apparel retailer would create a global player with a combined $5.6 billion in annual sales.

For David Jones, whose sales have been in decline for three years, the A$4.00 per share deal brings it the resources to ramp up its online offering and take on European chains such as Inditex's Zara and Hennes & Mauritz

Woolworths' biggest ever deal has already secured the overwhelming shareholder backing of both companies. The outcome was thrown into doubt for a while by retail mogul Solomon Lew, who built up a potential blocking stake in David Jones in the weeks leading up to the shareholder vote.

Lew's quickly amassed 9.8 percent stake in David Jones was widely seen as the reason why Woolworths offered A$200 million to buy him out of another Australian clothes firm, Country Road .

Widely seen as thorn in Woolworths' side, Lew has prevented the Cape Town-based company from taking full ownership of Country Road for 17 years by clinging to his 11.88 percent stake.

Woolworths Chief Executive Ian Moir said he was confident that Lew would accept Woolworths's $17.00 per share offer for the remaining stake in Country Road, whose thinly traded shares have tripled since the start of the year.

"If he was not going to take it, he would have voted against the David Jones scheme at the shareholder meeting," he said.

Woolworths said annual sales grew 14 percent, largely in line with analyst forecasts, with its food division booking a 15 percent rise and clothing registering an 11 percent increase.

Shares in the company fell 2 percent to 81.61 rand by 1415 GMT, pulling back from a record high reached this week.

(Editing by Tom Pfeiffer)