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JDG - JD Group Limited - Results of the JD Group General Meeting

Release Date: 12/03/2012 14:55
Code(s): JDG
Wrap Text

JDG - JD Group Limited - Results of the JD Group General Meeting JD Group Limited (Incorporated in the Republic of South Africa) (Registration number 1981/009108/06) Share code: JDG ISIN: ZAE000030771 ("JD Group") RESULTS OF THE JD GROUP GENERAL MEETING Shareholders of the JD Group ("JD Group Shareholders") are referred to the joint announcement released by the JD Group and Steinhoff International Holdings Limited ("Steinhoff") on the Securities Exchange News Service ("SENS") of the JSE Limited on Monday, 13 February 2012. In terms of the circular to JD Group Shareholders dated Saturday, 11 February 2012 ("Combined Circular") Steinhoff`s partial offer ("Partial Offer") has been extended to all JD Group Shareholders other than Steinhoff ("Independent JD Group Shareholders"), to tender and sell 26.2% of their shares in JD Group to Steinhoff based on an exchange ratio of 16 shares in KAP International Holdings Limited for each share in JD Group held on the closing date of the Partial Offer. Shareholders are advised that at the general meeting of JD Group Shareholders held today, Monday, 12 March 2012 ("General Meeting"), both ordinary resolutions proposed at the General Meeting required to approve and implement the Partial Offer were approved by the requisite majority of votes. 87% of the Independent JD Group Shareholders who have exercised their voting rights, voted in favour of the Partial Offer, proposed in terms of section 125(3)(b)(ii) of the Companies Act. In addition 88% of the Independent JD Group Shareholders who have exercised their voting rights, voted in favour of mandating a director of the Company to take any lawful action to implement the Partial Offer. The Partial Offer will remain open until the later of 30 March 2012 or 10 days after the date of the announcement that the Partial Offer has become unconditional. The Partial Offer remains subject to the conditions precedent set out in the Combined Circular, including approval of the competition authorities in South Africa of both the Partial Offer and the KAP Transaction (as defined in the Combined Circular). A further announcement in respect of the salient dates and times of the Partial Offer will be released immediately after the fulfilment of the remaining conditions precedent in respect of both transactions. Johannesburg 12 March 2012 Sponsor to JD Group PSG Capital Proprietary Limited Date: 12/03/2012 14:55:01 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.

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