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JDG - JD Group - Proposed transaction with Steinhoff International Holdings Limited ("Steinhoff"): Results of general meeting JD Group Limited (Incorporated in the Republic of South Africa) (Registration number 1981/009108/06) JSE Share Code: JDG ISIN: ZAE000030771 ("JD Group" or "the Company") PROPOSED TRANSACTION WITH STEINHOFF INTERNATIONAL HOLDINGS LIMITED ("Steinhoff"): RESULTS OF GENERAL MEETING Shareholders are referred to the announcement released on SENS and published in the press on 5 April 2011 and 7 April 2011 respectively, and the Circular and Revised Listing Particulars dated 24 May 2011 ("the Circular"), detailing: (i) the proposed acquisition by JD Group of all of the shares in and claims against the companies comprising the South African retail assets of Steinhoff, being Unitrans Auto and Steinbuild ("the Acquisition"); (ii) the proposed sale of JD Group`s interest in Abra, JD Group`s Polish furniture retail business, to Steinhoff Global Investments GmbH ("the Disposal"); (iii) the proposed allotment and issuing of 49 330 000 ordinary shares in the share capital of JD Group to Steinhoff Africa Holdings (Pty) Ltd at an issue price of R50-00 per share; and (iii) unrelated to the Acquisition and Disposal, an authorisation for JD Group to provide financial assistance to related or inter-related companies, which authorisation has been necessitated by the Companies Act, No. 71 of 2008 ("the Act") which came into force on 1 May 2011. Terms defined in the Circular apply to this announcement. RESULTS OF VOTING At a general meeting of JD Group shareholders held at the Company`s registered office on Thursday, 23 June 2011, all of the resolutions relating to above were duly passed by a comprehensive majority. The results of the voting are as follows: 1. 83,8% of shareholders voted in favour of Ordinary Resolution Number 1, approving the acquisition by JD Group from Steinhoff Africa Holdings (Pty) Ltd of all of the shares in and claims against Unitrans Motor Enterprises (Pty) Ltd and Steinhoff Doors and Building Materials (Pty) Ltd for a consideration of R3 168 800 000, as well as approving the sale by JD Group International (Pty) Ltd to Steinhoff Global Investments GmbH of all the shares in and claims against JD Group Europe BV (the owner of Abra Spolka Akcyjna in Poland) for a consideration of R134 100 000; 2. 83,8% of shareholders voted in favour of Ordinary Resolution Number 2, authorising the directors of the Company to allot and issue 49 330 000 ordinary shares in the share capital of JD Group to Steinhoff Africa Holdings (Pty) Ltd at an issue price of R50-00 per share; and 3. 95,2% of shareholders voted in favour of Special Resolution Number 1, authorizing the Company to provide direct or indirect financial assistance to any related or inter-related company of JD Group by way of a general authority. Altogether 75% of voteable shares were represented at the meeting. CONDITIONS PRECEDENT Shareholders are advised that the only outstanding condition precedent in respect of the Acquisition, is the following: the approval of the implementation of the sale of the Acquisition Assets in terms of the Acquisition Agreements in accordance with the provisions of the Competition Act No 89 of 1998, as amended, or in the event that such approval is given subject to any condition/s, that Steinhoff and JD Group confirm in writing by such date that such condition/s is/are acceptable to them; The date for the fulfilment of the condition precedent is 30 June 2011, although this date may be extended by written agreement between the parties, it being agreed that there will be one automatic extension for a period not exceeding 60 days from 30 June 2011. An announcement in respect of the fulfilment of the abovementioned condition precedent will be published in due course. 23 June 2011 Johannesburg Financial advisor to JD Group J.P. Morgan Sponsor to JD Group PSG Capital (Proprietary) Limited Legal advisor to JD Group Fluxmans Attorneys Competition law and corporate law advisor to JD Group Norton Rose South Africa Reporting accountants and auditors Deloitte & Touche Date: 23/06/2011 13:29:01 Supplied by www.sharenet.co.za 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.
