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SHF/JDG - Steinhoff/JD Group - Results of the Partial Offer by Steinhoff to

Release Date: 24/04/2012 07:05
Code(s): JDG SHF
Wrap Text

SHF/JDG - Steinhoff/JD Group - Results of the Partial Offer by Steinhoff to Independent JD Group Shareholders Steinhoff International Holdings Limited Incorporated in the Republic of South Africa (Registration number 1998/003951/06) ISIN: ZAE000016176 JSE code: SHF ("Steinhoff") JD Group Limited (Incorporated in the Republic of South Africa) (Registration number 1981/009108/06) ISIN: ZAE000030771 JSE code: JDG ("JD Group") RESULTS OF THE PARTIAL OFFER BY STEINHOFF TO INDEPENDENT JD GROUP SHAREHOLDERS Shareholders of JD Group and Steinhoff are referred to the joint announcement released by JD Group and Steinhoff on the Securities Exchange News Service ("SENS") of the JSE Limited on Friday, 30 March 2012 relating to the Partial Offer by Steinhoff to Independent JD Group Shareholders becoming unconditional and incorporating the revised salient times and dates pertaining to such offer. Full details of the Partial Offer were contained in the circular to JD Group Shareholders dated 11 February 2012 ("the Circular"). All terms in this announcement bear the same meaning as set out in the Circular. Shareholders of both companies are advised that the Partial Offer closed at 12:00 on Friday, 20 April 2012 and attracted acceptances in respect of 16.6 million JD Group Shares and excess applications in respect of 21.7 million JD Group Shares. As the Partial Offer was in respect of a fixed number of JD Group Shares (38.2 million), 99.365% of all excess applications, including those received from the Option Grantors and from the other parties who undertook to make JD Group Shares available to Steinhoff for purchase, have been allocated on an equitable pro rata basis to achieve the fixed number of JD Group Shares. Accordingly, Steinhoff has now acquired an additional 17.7% interest in JD Group, as a consequence of which its holding has increased from 32.4% to 50.1% of JD Group`s issued share capital, net of treasury shares. As a result, Steinhoff exchanged 611.2 million of its shares in KAP International Holdings Limited ("KAP") with Independent JD Group Shareholders who accepted the Partial Offer, as a consequence of which its holding in KAP has now decreased from 88.0% to 62.0%. Independent JD Group Shareholders are hereby advised that the Partial Offer has been successfully concluded and is now closed. The KAP Shares due to dematerialised Independent JD Group Shareholders who accepted the Partial Offer, including excess allocations, will be transferred, at their risk, to their CSDP or broker within six business days from Friday, 20 April 2012. The KAP Shares and the balance JD Group share certificates, where applicable, due to certificated Independent JD Group Shareholders who accepted the Partial Offer, including excess allocations, will be posted, at their risk, within six business days from Friday, 20 April 2012. Johannesburg 24 April 2012 Investment bank and transaction sponsor to Steinhoff in relation to the Partial Offer The Standard Bank of South Africa Limited Investment bank and transaction sponsor to Steinhoff in relation to the KAP Transaction Investec Corporate Finance Sponsor to Steinhoff PSG Capital Proprietary Limited Legal adviser to Steinhoff Cliffe Dekker Hofmeyr Inc. Sponsor to JD Group PSG Capital Proprietary Limited Legal adviser to JD Group Fluxmans Inc. Independent reporting accountants to JD Group Deloitte & Touche Independent expert PricewaterhouseCoopers Corporate Finance Proprietary Limited Date: 24/04/2012 07:05:01 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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