JD GROUP LIMITED - Rights Offer Update and notice to convertible bond holders

Rights Offer Update and notice to convertible bond holders

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


RIGHTS OFFER UPDATE AND NOTICE TO CONVERTIBLE BOND HOLDERS

RIGHTS OFFER UPDATE

JD Group shareholders (“Shareholders”) are referred to the
announcement dated 20 February 2014, wherein it was indicated
that the board of directors of JD Group (“the Board”) approved
a rights offer of between R1 300 million and R1 500 million,
to be fully underwritten by Steinhoff International Holdings
Limited (“Steinhoff”), on terms and conditions to be agreed
(“the Rights Offer”).

Shareholders are further referred to the announcement by
Steinhoff, dated 18 March 2014, regarding the offer by
Steinhoff ("Tender Offer") to acquire up to 98% of the issued
ordinary shares in JD Group ("JD Group Shares"), excluding
treasury shares. To this end, Steinhoff has announced, on
25 March 2014, that its beneficial interest in JD Group has
increased from 56.8% to 64.5% and that it has received further
acceptances of the Tender Offer which, once processed and
settled, will increase Steinhoff’s beneficial interest in JD
Group to 82.2%, excluding treasury shares.

In light of Steinhoff’s beneficial interest in JD Group
increasing to 70% or more, the holders of the ZAR1,000,000,000
7.5% Fixed Rate Senior Unsecured Convertible Bond, due 20 June
2017 (“Convertible Bonds”) will become entitled to require a
cash redemption of the outstanding Convertible Bonds at their
capital amount plus accrued interest (“Convertible Bond
Redemption”).

Shareholders are hereby advised that the Board has resolved to
proceed with the Rights Offer.   However, the Rights Offer is
to be increased to R2 500 million in anticipation of the
Convertible Bond Redemption.

The Rights Offer will be fully underwritten by Steinhoff for a
market related underwriting commission of 2.5% of the gross
amount raised.

The Rights Offer timeline and detailed terms will be announced
in due course once the Steinhoff Tender Offer has closed. The
Rights Offer will not be undertaken at any discount to the
market price prevailing prior to the announcement of the
detailed terms of the Rights Offer.


NOTICE TO CONVERTIBLE BOND HOLDERS

JD Group wishes to advise holders of its Convertible Bonds of
a change of control as defined in section 9.2(x) of the
Convertible Bond offering circular dated 13 June 2012 (“Change
of Control Event”). As indicated above, Steinhoff, a current
major shareholder, has announced today that it has received
acceptances from JD Group Shareholders, which, once processed
and settled, will result in Steinhoff’s shareholding in JD
Group increasing to above 70%, thus triggering a Change of
Control Event.   The Change of Control Event is expected to
take effect from 1 April 2014 (“Change of Control Date”).
A detailed change of control notice, as defined in Section 9.7
of the Convertible Bond offering circular, will be released
within 14 days of the Change of Control Date.


JMWR Pieterse
COMPANY SECRETARY
Johannesburg

25 March 2014

Sponsor – PSG Capital Proprietary Limited

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