JD GROUP LIMITED - Finalisation Announcement - JDGCB

Finalisation Announcement - JDGCB

JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1981/009108/06)
JSE code: JDG
ISIN: ZAE000030771
Convertible bond stock code: JDGCB
ISIN: ZAE000168415
(“JD Group”)



CHANGE OF CONTROL NOTICE – FINALISATION ANNOUNCEMENT

JD Group wishes to refer Bondholders of its ZAR1,000,000,000 7.5% Fixed
Rate Senior Unsecured Convertible Bonds (the “Bond”) to the SENS
announcement released on 14 April 2013. Each Bondholder has the option to
submit an election notice to its CSDP or JSE approved broker by 12:00 on
Friday 13 June 2014 to either elect JD Group to redeem the Bond or have it
converted to Ordinary Shares.

SALIENT INFORMATION FOR REDEMPTION

Principal Amount per Bond:                                   R10 000.00
Accrued interest per Bond:                                   R14.38356

SALIENT INFORMATION FOR CONVERSION

Change of Control Conversion Price                           R45.30
Number of shares to be received for every ZAR 10,000 Bond:   220.75 Ordinary
                                                             Shares for each
                                                             Bond

As per section 9.1(j) of the Offering Circular, fractions of Ordinary
Shares will not be issued. Any fractions of Ordinary Shares will be rounded
down to the nearest whole number. However, if the conversion in respect of
more than one Bond is exercised at any one time such that the Ordinary
Shares to be delivered on conversion are to be registered in the same name,
the number of such Ordinary Shares to be delivered in respect thereof shall
be calculated on the basis of the aggregate Principal Amount of such Bonds
being so converted and rounded down to the nearest whole number of Ordinary
Shares.

IMPORTANT NOTE RELATING TO BONDHOLDERS WHO DO NOT MAKE AN ELECTION

Pursuant to section 10.2.1.2 of the Offering Circular, if Conversion Rights
have been exercised and/or redemptions effected in respect of 85% or more
in the Principal Amount of the Bonds originally issued, then the Issuer has
the option to redeem the outstanding Bonds.

Notable Dates

Friday, 6 June 2014                  Last Day to Trade in respect of
                                     Election Notice
Friday, 13 June 2014                 Record Date in respect of Election
                                     Notice
Friday, 13 June 2014 12:00           Last day to submit election to CSDP or
                                     JSE broker
Friday, 27 June 2014                Change of Control Put Date
Friday, 27 June 2014                Payment of Principal Amount plus
                                    accrued interest for redemption option
                                    and issue of Ordinary Shares for
                                    conversion option


Capitalised terms used herein which are not otherwise defined shall bear
the meaning ascribed thereto in the Offering Circular where the context
requires.


30 May 2014


Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Date: 30/05/2014 04:56:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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