Finalisation announcement in respect of the Scheme of Arrangement
JD GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
JSE share code: JDG ISIN: ZAE000030771
FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT
JD Group shareholders (“JD Group Shareholders”) are referred to the announcement published on the Stock Exchange
News Service (“SENS”) of the JSE Limited (“JSE”) on 12 June 2015, regarding the results of the general meeting (“General
Meeting”) in which the special resolution to approve the scheme of arrangement (“Scheme”) and the ordinary resolution to
approve the delisting of the JD Group ordinary shares from the main board of the JSE (“Delisting”), were passed by the
requisite majority of votes of JD Group Shareholders present in person or represented by proxy at the General Meeting.
JD Group Shareholders are advised that the Takeover Regulation Panel (“TRP”) has issued a compliance certificate in
terms of section 121(b)(i) of the Companies Act, 2008 (Act No. 71 of 2008) (“Companies Act”). All conditions precedent
to the Scheme have therefore been fulfilled and the Scheme is now unconditional. As no appraisal rights in terms of section
164 of the Companies Act were exercised by any JD Group Shareholder prior to or at the General Meeting the important
dates and times in relation to the Scheme have been amended as detailed below:
Application for the delisting of JD Group ordinary shares lodged with the JSE on or before Monday, 22 June
Last day to trade in JD Group ordinary shares in order to be recorded in the Register on the Friday, 26 June
record date (Scheme last day to trade) on
Date of the suspension of the listing of the JD Group ordinary shares on the JSE on Monday, 29 June
Scheme record date, being the date on which Remaining Shareholders must be recorded in Friday, 3 July
the Register to receive the consideration in terms of the Scheme on
Implementation date of the Scheme - payment of the consideration in terms of the Scheme and Monday, 6 July
transfer of the shares held by Remaining Shareholders on
Termination of the listing of JD Group ordinary shares at commencement of trade on the JSE Tuesday, 7 July
1. JD Group Shareholders excluding Steinhoff should note that as transactions in shares are settled in the electronic settlement system
used by Strate Proprietary Limited, settlement of trades takes place 5 (five) business days after such trade. Therefore persons who
acquire JD Group ordinary shares on or prior to the Scheme last day to trade (being Friday, 26 June 2015) will participate in the
Scheme (i.e. sell their JD Group ordinary shares to Steinhoff or any subsidiary in accordance with the Scheme).
2. All times given in this announcement are local times in South Africa.
3. The share certificates in respect of JD Group ordinary shares may not be dematerialised or rematerialised after the Scheme last day
4. JD Group will continue operations as an unlisted entity.
15 June 2015
Investec Bank Limited
PSG Capital Proprietary Limited
Date: 15/06/2015 03:43:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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