JD GROUP LIMITED - Offer By Steinhoff To Acquire Up To 98% Of JD Group Limited

Offer By Steinhoff To Acquire Up To 98% Of JD Group Limited

 JD Group Limited
 (Incorporated in the Republic of South Africa)
 Registration number: 1981/009108/06
 JSE share code: JDG               ISIN: ZAE000030771
 JSE bond code: JDGCB   ISIN: ZAE000168415
 ("JD Group")



OFFER BY STEINHOFF TO ACQUIRE UP TO 98% OF JD GROUP LIMITED (“JD GROUP”)


Shareholders of JD Group are referred to the announcement released by Steinhoff
International Holdings Limited (“Steinhoff”) dated 18 March 2014, regarding the offer
by Steinhoff to acquire up to 98% of the issued ordinary shares in JD Group. The
content of Steinhoff’s announcement, without modification, is set out below.


1.   INTRODUCTION

     Steinhoff hereby offers to      acquire from JD Group shareholders (“JD Group
     Shareholders”) up to 98% of    the issued ordinary shares in JD Group (“JD Group
     Shares”) excluding treasury    shares (“Tender Offer”). Steinhoff currently owns
     56.8% of the issued JD Group   Shares (excluding treasury shares) and has received
     commitments from a number of    institutional and individual JD Group Shareholders
     to accept the Tender Offer,     which will result in an increase in Steinhoff’s
     shareholding in JD Group.

2.   CONSIDERATION PAYABLE IN RESPECT OF THE TENDER OFFER

     The consideration payable by Steinhoff in terms of the Tender Offer will be
     settled by the issue to JD Group Shareholders accepting the Tender Offer of one
     listed ordinary share in Steinhoff (“Steinhoff Share”), credited as fully paid
     and ranking pari passu with the existing Steinhoff shares in issue, for every 1.9
     JD Group Shares in respect of which the Tender Offer has been accepted
     (equivalent to an offer price of R27.77 per JD Group Share at Steinhoff’s five-
     day volume weighted average price (“VWAP”) of R52.77 on 17 March 2014, which
     represents a 38.1% premium to JD Group’s five-day VWAP of R20.11 on this date).

3.   RATIONALE FOR THE TENDER OFFER

     As indicated in JD Group’s interim results announcement on 20 February 2014, JD
     Group is facing many challenges in the furniture retail and consumer finance
     business segments. These challenges will take some time and additional capital to
     overcome. The increase of Steinhoff’s investment in JD Group, in an expedient
     manner, will enhance Steinhoff’s ability to support the operations of JD Group.

     The Tender Offer will provide JD Group Shareholders with an attractive premium to
     the current JD Group share price and an opportunity to invest in Steinhoff. As
     the second largest furniture retailer in Europe, and with a good growth
     trajectory, Steinhoff gives JD Group Shareholders international exposure and
     greater liquidity.

4.   TERMS AND MECHANICS OF THE TENDER OFFER

     The Tender Offer is open for acceptance immediately on a first-come-first-serve
     basis and JD Group Shareholders are encouraged to tender their acceptances
     without delay in accordance with the procedures set out below. JD Group
     Shareholders accepting the Tender Offer will receive one Steinhoff Share for
     every 1.9 JD Group Shares in respect of which the Tender Offer has been accepted,
     to be issued as soon as possible, but in any event within five business days of
     acceptance of the Tender Offer. Tenders will only be accepted in respect of JD
     Group Shares settled and reflecting in the account of the JD Group Shareholder.

No fractions of Steinhoff Shares will be issued and any fraction of Steinhoff
Shares to which any JD Group Shareholder is entitled after the conversion of all
of the JD Group Shares held by such JD Group Shareholder will, if it comprises
0.5 or more of a Steinhoff Share be rounded up, otherwise will be rounded down to
the nearest whole Steinhoff Share.

In terms of Regulation 88(1)(b) of the Companies Regulations, 2011, the Tender
Offer is exempt from compliance with Part B and Part C of Chapter 5 of the
Companies Act, No 71 of 2008, and Chapter 5 of the Companies Regulations, 2011.

4.1. CERTIFICATED JD GROUP SHAREHOLDERS

    A copy of this SENS announcement dated 18 March 2014 will be posted to all JD
    Group Shareholders. If you hold JD Group Shares in certificated form
    (“Certificated JD Group Shareholder”), a Form of Acceptance and Surrender
    will be posted to you together with the SENS announcement.

    Certificated JD Group Shareholders who wish to accept the Tender Offer must
    complete the Form of Acceptance and Surrender in accordance with its
    instructions and forward it, together with the Documents of Title in respect
    of the relevant    JD Group Shares (“Documents of Title”) to the transfer
    secretaries, Computershare Investor Services Proprietary Limited (“Transfer
    Secretaries”), as follows:

    Hand deliveries to:
    Computershare Investor Services Proprietary Limited
    Ground Floor, 70 Marshall Street
    Johannesburg, 2001

    Postal deliveries to:
    Computershare Investor Services Proprietary Limited
    PO Box 61763
    Marshalltown, 2107

    The Form of Acceptance and Surrender will also be available on the JD Group
    website www.jdg.co.za

    If you accept the Tender Offer in respect of your JD Group Shares and
    surrender your Documents of Title, you will NOT be able to trade your JD
    Group Shares from the date that you surrender your Documents of Title in
    respect of those JD Group Shares.

4.2. DEMATERIALISED JD GROUP SHAREHOLDERS

    If you are a holder of dematerialised JD Group Shares (“Dematerialised JD
    Group Shareholder”), you will be contacted by your duly appointed CSDP or
    broker in the manner stipulated in the custody agreement entered into between
    you and your CSDP or broker, as the case may be, in order to ascertain
    whether or not you wish to accept the Tender Offer. If you wish to accept the
    Tender Offer, you must notify your CSDP or broker of your acceptance in the
    time and manner stipulated in the custody agreement entered into between you
    and your CSDP or broker, as the case may be.

    If you wish to accept the Tender Offer, but have not been contacted by your
    CSDP or broker, you should contact your CSDP or broker to provide them with
    instructions in regard to the acceptance of the Tender Offer. These
    instructions must be provided in the time and manner stipulated in your
    custody agreement.
         If you notify your CSDP or broker of your desire to accept the Tender Offer,
         you will NOT be able to trade your JD Group Shares from the date on which you
         notify your CSDP or broker of your acceptance of the Tender Offer.

         You are advised that SBG Securities are authorised on behalf of Steinhoff to
         accept JD Group Shares tendered in terms of the Tender Offer. Mr. Tian Bam at
         SBG Securities can be contacted for any queries in respect of the delivery of
         JD    Group    Shares    in    terms   of    the    Tender   Offer    (email:
         tian.bam@sbgsecurities.com or telephone: +27 11 415 4173).

     For any other procedural queries in respect of the Tender Offer you may also
     contact Rodney Marthinusen at Investec Securities Limited (Tel: +27 11 286 9543).

5.   DURATION OF THE TENDER OFFER

     The Tender Offer will open for acceptance from 09:00 on Wednesday, 19 March 2014
     and the closing date of the Tender Offer will be announced on SENS in due course.
     Steinhoff reserves the right to close the Tender Offer at any stage.


     Neither JD Group Shares nor Steinhoff Shares have been, or will be, registered under the
     Securities Act of the United States of America (“United States”). Accordingly, no shares
     may be offered, sold, resold, delivered or transferred, directly or indirectly, in or into
     the United States or to, or for the account or benefit of, United States persons, except
     pursuant to exemptions from the Securities Act of the United States. This announcement does
     not constitute an offer of any securities for sale in the United States or to United States
     persons.


     Johannesburg
     19 March 2014


     Sponsor to JD Group
     PSG Capital Proprietary Limited

Date: 19/03/2014 08:35:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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