JDG - JD Group - Firm Intention by Steinhoff International Holdings Limited to

JDG - JD Group - Firm Intention by Steinhoff International Holdings Limited to  
make a Partial Offer to the Shareholders Of JD Group to acquire control of JD   
Group, in Exchange for shares in KAP International Holdings Limited             
JD Group Limited                                                                
(Incorporated in the Republic of South Africa)                                  
(Registration number 1981/009108/06)                                            
ISIN: ZAE000030771                                                              
JSE code: JDG                                                                   
("JD Group")                                                                    
FIRM INTENTION BY STEINHOFF INTERNATIONAL HOLDINGS LIMITED ("STEINHOFF") TO MAKE
A PARTIAL OFFER TO THE SHAREHOLDERS OF JD GROUP TO ACQUIRE CONTROL OF JD GROUP, 
IN EXCHANGE FOR SHARES IN KAP INTERNATIONAL HOLDINGS LIMITED ("KAP")            
INTRODUCTION                                                                    
JD Group shareholders are referred to the Steinhoff SENS announcement dated, 26 
January 2012 ("Steinhoff Announcement") and are hereby advised that Steinhoff   
has notified the board of directors of JD Group of its firm intention to make a 
partial offer to the shareholders of JD Group to acquire control of JD Group, in
exchange for shares in KAP ("Partial Offer"). JD Group shareholders are referred
to the Steinhoff Announcement for the full terms and conditions of the Partial  
Offer.                                                                          
The JD Group board has acknowledged receipt of Steinhoff`s letter containing the
details of the Partial Offer but does not express any opinion on the Partial    
Offer at this stage.                                                            
OPINIONS AND RECOMMENDATIONS                                                    
As required in terms of the Companies Act, 2008 ("Companies Act") and the       
Companies Regulations, 2011 ("Regulations"), JD Group is in the process of      
appointing an independent board to evaluate the Partial Offer (the "JD Group    
Independent Board").  The JD Group Independent Board will appoint an independent
expert acceptable to the Takeover Regulation Panel to provide the JD Group      
Independent Board with external advice in regard to the Partial Offer and to    
make appropriate recommendations to the JD Group Independent Board for the      
benefit of JD Group shareholders. The substance of the external advice and the  
views of the JD Group Independent Board will be detailed in the joint circular  
to JD Group shareholders referred to below.                                     
CIRCULAR AND TIMING OF THE PARTIAL OFFER                                        
In terms of the Companies Act and Regulations, JD Group is required to prepare a
circular in response to the Steinhoff offer circular. JD Group and Steinhoff    
have agreed to combine the offer circular and the response circular in one joint
circular to JD Group shareholders. As advised in the Steinhoff Announcement, it 
is envisaged that the joint circular will be posted during the latter part of   
February 2012.                                                                  
JD Group and Steinhoff will publish a joint announcement in due course, which   
will contain full details of the salient dates of the Partial Offer.            
RESPONSIBILITY STATEMENT                                                        
The directors of JD Group accept responsibility for the information contained in
this announcement. To the best of their knowledge and belief the information    
contained herein is true and nothing has been omitted which is likely to affect 
the importance of the information.                                              
Johannesburg                                                                    
26 January 2012                                                                 
Sponsor: PSG Capital Proprietary Limited                                        
Date: 26/01/2012 10:00:40 Supplied by www.sharenet.co.za                     
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