JD GROUP LIMITED - Change of Control Notice

Release Date: 14/04/2014 15:23
Code(s): JDGCB
 
Wrap Text
Change of Control  Notice

JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1981/009108/06)
JSE code: JDG
ISIN: ZAE000030771
Convertible bond stock code: JDGCB
ISIN: ZAE000168415
(“JD Group”)



CHANGE OF CONTROL NOTICE



JD Group advises Bondholders of its ZAR1,000,000,000 7.5% Fixed Rate Senior
Unsecured Convertible Bonds, issued under Offering Circular dated 13 June
2012 (“Offering Circular”) that a Change of Control has occurred on 1 April
2014. Steinhoff International Holdings Limited, a Current Major
Shareholder, has increased its holdings of the issued ordinary shares of JD
Group above the 70% threshold, which increased holding has triggered a
Change of Control event in terms of Condition 9.2(x) of the Offering
Circular.

Bonds may be redeemed at their Principal Amount together with accrued and
any unpaid interest before their stated maturity at the option of
Bondholders in terms of Condition 10.4. Alternatively, Bondholders have the
option to convert the Bonds into Ordinary Shares.


Redemption of the Bonds

Each Bondholder has the right to require JD Group (“the Issuer”) to redeem,
in cash, the Bond held by that Bondholder on the Change of Control Put Date
at its Principal Amount, together with accrued and unpaid interest until
the Change of Control Put Date.

In order to exercise such right, the Bondholder must deliver a duly
completed and signed notice (“Election Notice”) during the Change of
Control Period to the Bondholder’s JSE broker or central securities
depository participant (“CSDP”). The Election Notice will be available from
the Bondholder’s relevant CSDP or JSE broker. The Issuer shall redeem the
Bonds on the Change of Control Put Date.

By depositing the Election Notice, during the Change of Control Period,
with the Bondholder’s JSE broker or CSDP the undersigned Bondholder
irrevocably exercises its option to have the Principal Amount of the Bonds
redeemed in accordance with Condition 10.4 (Redemption at the option of the
Bondholders: Change of Control) of the Terms and Conditions of the Bonds on
the Change of Control Put Date.
Conversion of the Bonds

Conversion Rights may be exercised by a Bondholder by delivering the duly
completed and signed Election Notice (available from the Bondholder’s
relevant CSDP or JSE broker) during the Change of Control Period to its
relevant JSE broker or CSDP.

By depositing the Election Notice with the CSDP the undersigned Bondholder
irrevocably elects to convert such Bonds on the Change of Control Put Date
in accordance with the Terms and Conditions of the Bonds into Ordinary
Shares in JD Group Limited (“Ordinary Shares”) at the Change of Control
Conversion Price as per condition 9 of the Offering Circular.


Number of shares to be received for every ZAR 10,000 Bond:   220.75 Ordinary
                                                             Shares for each
                                                             Bond

As per section 9.1(j) of the Offering Circular, fractions of Ordinary
Shares will not be issued. Any fractions of Ordinary Shares will be rounded
down to the nearest whole number. However, if the conversion in respect of
more than one Bond is exercised at any one time such that the Ordinary
Shares to be delivered on conversion are to be registered in the same name,
the number of such Ordinary Shares to be delivered in respect thereof shall
be calculated on the basis of the aggregate Principal Amount of such Bonds
being so converted and rounded down to the nearest whole number of Ordinary
Shares.

Change of Control Conversion Price per 9.2(x)(D)             R45.30
Conversion Price prior to Change of Control                  R54.02
Last share price (closing price as at Friday, 11 April)      R24.70

Important note relating to the conversion

Should Bondholders elect the conversion option, then please note that
approximately 220 JD Ordinary Shares will be allocated per Bond, and
assuming a JD Group Ordinary Share price of R24.70 then the value of the
Ordinary Shares would be approximately R5 459, compared to the redemption
value of each Bond being R10 000 if the Redemption Option is elected.

Notable Dates

Tuesday, 1 April 2014               Change of Control Date
Monday, 14 April 2014               Release of Change of Control Notice
14 April – 13 June 2014             Change of Control Period
Friday, 6 June 2014                 Last Day To Trade
Friday, 13 June 2014                Record Date
Friday, 13 June 2014 12:00          Last day to submit election to CSDP or
                                    JSE broker
Friday, 13 June 2014                Last day of Change of Control Period
Friday, 20 June 2014                Interest Payment Date
Friday, 27 June 2014                Change of Control Put Date
Capitalised terms used herein which are not otherwise defined shall bear
the meaning ascribed thereto in the Offering Circular where the context
requires.


14 April 2014


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

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