EDCON LIMITED - Edcon Closing and Tender Offer Announcement

Edcon Closing and Tender Offer Announcement

Edcon Holdings Limited
Incorporated in the Republic of South Africa
Registration number 2006/036903/06
Company code: BIEDC1
(“Edcon”)

CLOSING AND TENDER OFFER ANNOUNCEMENT

Johannesburg, South Africa —14 November 2013. Edcon Holdings
Limited (“Edcon”) today closed the offering of €425 million
equivalent in aggregate principal amount of euro-denominated
fixed rate senior notes due 2019 (the “Notes”).

Edcon announced on 14 November 2013 that €262,465,000 in
aggregate principal amount of its senior floating rate notes due
15 June 2015 (the “2015 Notes”) had been validly tendered for
purchase pursuant to a tender offer (the “Tender Offer”) and
that it would accept for purchase €262,465,000 in aggregate
principal amount of the 2015 Notes validly tendered in
accordance with the terms and conditions of the tender offer as
set forth in the tender offer memorandum dated 6 November 2013.
The purchase price for the 2015 Notes was 100.25%.

Edcon also announced that it would redeem all outstanding 2015
Notes that were not validly tendered and accepted for purchase
pursuant to the Tender Offer (the “2015 Notes Redemption”). The
redemption date for the 2015 Notes Redemption is 14 December
2013.

Edcon’s repurchase of 2015 Notes tendered pursuant to the Tender
Offer and the 2015 Notes Redemption were funded with the net
proceeds from the offering of the Notes.

The Notes are being offered only to qualified institutional
buyers in accordance with Rule 144A under the Securities Act and
outside the United States in accordance with Regulation S under
the Securities Act.

About Edcon
Edcon is the largest non-food retailer in South Africa, with a
25% market share of the South African clothing and footwear
market by revenue as at June 2013. Edcon has been in operation
for more than 80 years and has expanded its footprint to include
1,301 stores, including 145 stores in countries outside of South
Africa. Edcon’s Edgars division, which consists of department
stores targeted at middle- to upper-income customers, includes
store chains such as Edgars, Edgars Active, Edgars Shoe Gallery,
Boardmans, and Red Square as well as well as its mono-branded
stores, and accounted for 52.7% of Edcon’s total retail sales in
LTM 2013. Edcon’s Discount division, which consists of its
discount stores selling value merchandise targeted at lower- to
middle-income customers, includes the Jet, Legit, and Jet Mart
store chains, and accounted for 39.1% of its total retail sales
in LTM 2013. In addition, Edcon is the leading retailer of
stationary books and magazines in South Africa under its CNA
division, which accounted for 8.2% of Edcon’s total retail sales
in LTM 2013. Finally, 9.8% of Edcon’s total retail sales in LTM
2013 derived from its sale of mobile phones, related accessories
and airtime across all Edcon divisions. Edcon Holdings Limite d
is controlled by certain funds advised by affiliates of Bain
Capital and certain co-investors.

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The offering of the Notes is being made by means of an offering
memorandum. This announcement does not constitute an offer to
sell or the solicitation of an offer to buy the Notes or any
other security and shall not constitute an offer, solicitation
or sale in the United States or in any jurisdiction in which, or
to any persons to whom, such offering, solicitation or sale
would be unlawful.

The Notes have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"),
or any U.S. state securities laws, and may not be offered or
sold within the United States or to, or for the account or
benefit of, U.S. persons except pursuant to an exemption from,
or in a transaction not subject to, the registration
requirements of the Securities Act. Accordingly, the Notes are
being offered and sold in the United States only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act and outside the United States in accordance with
Regulation S under the Securities Act.

Promotion of the Notes in the United Kingdom is restricted by
the Financial Services and Markets Act 2000 (the "FSM A"), and
accordingly, the Notes are not being promoted to the general
public in the United Kingdom. This announcement is for
distribution only to, and is only directed at, persons who (i)
have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005, as amended
(the "Financial Promotion Order"), (ii) are persons falling

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within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Financial Promotion
Order, or (iii) are persons to whom an invitation or inducement
to engage in investment activity within the meaning of section
21 of the FSMA in connection with the issue or sale of any
securities may otherwise lawfully be communicated or caused to
be communicated (all such persons together being referred to as
"relevant persons"). This announcement is directed only at
relevant persons and must not be acted on or relied on by anyone
who is not a relevant person.

No South African residents or other offshore subsidiary may
subscribe for or purchase any of the Senior Notes or
beneficially own or hold any or the Senior Notes unless such
subscription, purchase or beneficial holding or ownership is
otherwise permitted under the South African exchange control
regulations or the rulings promulgated thereunder or specific
approval has been obtained from the Financial Surveillance
Department of the South African Reserve Bank (the “SARB”).
Senior Notes will not be advertised to, or offers for
subscription or sale solicited from, investors in South Africa.

The Tender Offer is not being made, and will not be made,
directly or indirectly in or into, or by the use of the mails
of, or by any means or instrumentality of interstate or foreign
commerce of or of any facilities of a national securities
exchange of the United States. The 2015 Notes may not be
tendered in the Tender Offer by any such use, means,
instrumentality or facility from or within the United States or
by persons located or resident in the United States. Any
purported tender of 2015 Notes in the Tender Offer resulting
directly or indirectly from a violation of these restrictions
will be invalid. This announcement does not constitute an offer
to purchase the 2015 Notes.

14 November 2013

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




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