JD GROUP LIMITED - Results of the Rights Offer

Results of the Rights Offer

JD Group Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1981/009108/06
Share Code: JDG   ISIN: ZAE000030771
Bond Code: JDGCB ISIN: ZAE0000168415
(“JD Group” or “the Company”)

RESULTS OF THE RIGHTS OFFER

1.   Introduction

1.1.   Shareholders are referred to the announcement released 
       on SENS on 27 May 2014 and the circular posted to share-
       holders on 3 June 2014 setting out the details of the Rights 
       Offer in terms of which the Company offered 40 000 000 new JD 
       Group ordinary shares (“Rights Offer Shares”) to qualifying 
       shareholders (“Shareholders”) at a subscription price of R25.00 
       per Rights Offer Share in the ratio of 17.44148 Rights Offer 
       Shares for every 100 JD Group ordinary shares held by Shareholders 
       on the Record Date, being Friday, 6 June 2014 and which Rights
       Offer was fully underwritten by Steinhoff International Holdings 
       Limited acting through its nominee Ainsley Holdings Proprietary   
       Limited (“Underwriter or Steinhoff”).

1.2.   Shareholders are advised that the Rights Offer closed on Friday, 
       20 June 2014.

2.   Results of the Rights Offer and Disclosure of Acquisition
     of Securities

2.1.   Applications for 38 506 591 Rights Offer Shares, constituting 96.27% 
       of the Rights Offer Shares (including the allocation to which the 
       Underwriter is entitled) were received from Shareholders (or their 
       renouncees). The balance of 1 493 409 Rights Offer Shares, constituting
       3.73% of the Rights Offer Shares, not applied for by Shareholders (or 
       their renounces), have been taken up by the Underwriter and credited to 
       its CSDP/ broker.

2.2.   Dematerialised Shareholders who have subscribed for Rights Offer Shares 
       will have their accounts debited and updated by their CSDP/broker today 
       and Certificated Shareholders who have subscribed for Rights Offer Shares
       will have share certificates posted to them today.

2.3.   The Rights Offer did not include the right for Shareholders to apply for 
       excess Rights Offer Shares.

2.4.   Following the issue of the Rights Offer Shares, the Company’s total shares
       in issue have increased to 269 338 322 JD Group ordinary shares.

2.5.   In accordance with section 122(3)(b) of the South African Companies Act, 
       No. 71 of 2008 (as amended), and section 3.83(b) of the Listings Requirements 
       of the JSE Limited, shareholders are hereby advised that the Company has
       received formal notification in the prescribed form that, as a result of 
       the underwriting of the Rights Offer, Steinhoff’s total interest in the 
       ordinary shares of the Company has increased to 86.19%, net of treasury 
       shares.



Johannesburg
23 June 2014

Corporate Advisor and Sponsor: PSG Capital Proprietary Limited

Date: 23/06/2014 03:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.