JD GROUP LIMITED - Acquisition of shares by Steinhoff International Holdings Limited and notice to convertible bond holders

Acquisition of shares by Steinhoff International Holdings Limited and notice to convertible bond holders

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: ZAE00016841
("JD Group" or "the Company")

ACQUISITION OF SHARES BY STEINHOFF INTERNATIONAL HOLDINGS
LIMITED (“STEINHOFF”) AND NOTICE TO CONVERTIBLE BOND HOLDERS

Shareholders of JD Group are referred to the announcement made
by Steinhoff on 25 March 2014 regarding the Tender Offer by
Steinhoff to acquire JD Group shares (“Tender Offer”).

In accordance with section 122(3)(b) of the South African
Companies Act, No. 71 of 2008 as amended, and section 3.83(b)
of the JSE Limited Listings Requirements, shareholders are
hereby   advised  that   the  Company   has  received   further
notification in the prescribed form that Steinhoff has to date
acquired ordinary shares of the Company in terms of the Tender
Offer such that the total interest in the ordinary shares of
the Company held by Steinhoff has increased from 64.5% to
76.6% of the total issued ordinary shares of the Company.

The Tender Offer closes on Wednesday, 2 April 2014 at 17h00
and Steinhoff has indicated that it has received further
acceptances, that once settled, will increase its shareholding
to approximately 83.9%. Steinhoff will provide a notification
on the final result of the Tender Offer to JD Group, once all
remaining acceptances have been settled.

NOTICE TO CONVERTIBLE BOND HOLDERS

JD Group advises holders of its ZAR1,000,000,000 7.5% Fixed
Rate Senior Unsecured Convertible Bond (“Convertible Bond”) of
a change of control as defined in terms of section 9.2(x) of
the Convertible Bond offering circular (“Change of Control
Event”). Steinhoff, a current major shareholder, has increased
its holdings above 70%, thus triggering a Change of Control
Event with 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 (“Change of
Control Notice”). The Change of Control Notice will contain
details pertaining to Convertible Bondholders’ entitlements;
all information pertaining to the change of control; the
Conversion Price immediately prior to the occurence of the
Change of Control Event; the closing price of the JD Group
ordinary shares on the last practicable date prior to
publication of the Change of Control Notice; the last day of
the Change of Control Period; the Change of Control Put Date;
and such other information relating to the Change of Control
as the Trustee may reasonably require.



JMWR Pieterse
COMPANY SECRETARY
Johannesburg


1 April 2014

Sponsor – PSG Capital Proprietary Limited

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