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Edcon update on exchange offer
Edcon Limited
(Incorporated in the Republic of South Africa)
(Registration No. 2007/003525/06)
Company code: BIEDC1
(“Issuer” or “Edcon”)
PRESS RELEASE
Edcon announces Withdrawal Deadline and Effectiveness of Proposed 50% Amendments
in connection with the exchange offer and consent solicitation
for any and all of its outstanding EUR425,000,000 13.3/8% Senior Notes due 2019
ISIN Reg S XS0982713173
ISIN Rule 144A XS0982712878
This announcement is for informational purposes only, and does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for, any securities of
the Edcon Holdings Limited or its subsidiaries or affiliates (the “Edcon Group”). This announcement is
not for distribution or release in or into any jurisdiction in which offers or sales would be prohibited by
applicable law.
Johannesburg, South Africa, July 13, 2015. Edcon Holdings Limited (the “Company”) announced today that as
of 5:00 p.m., British Summer Time, on July 10, 2013, Eligible Holders (as defined below) of more than a
majority of the principal amount of its EUR425,000,000 million 13.3/8% Senior Notes due 2019 (the “Notes”) had
tendered their Notes and submitted their consents and waivers pursuant to the Company’s previously announced
exchange offer and consent solicitation (the “Exchange Offer and Consent Solicitation”).
As a result, the requisite consents to certain amendments (the “Proposed 50% Amendments”) to the Notes and
the indenture, dated as of November 14, 2013, between, inter alios, the Company and The Bank of New York
Mellon, as trustee, as amended and supplemented from time to time (the “Indenture”) were received. The
Proposed 50% Amendments to the Notes and the Indenture will remove substantially all of the covenants and
other obligations under the Notes and Indenture that can be removed with the consent of holders of a majority of
the principal amount of the Notes then outstanding, and will waive any breach, default or event of default under
the Notes and the Indenture that can be waived with the consent of holders of a majority of the principal amount
of the Notes then outstanding. To effect the Proposed 50% Amendments, the Company, the guarantors of the
Notes and the trustee under the Indenture have executed a supplemental indenture to the Indenture on July 13,
2015. The Proposed 50% Amendments will become operative on the settlement date of the Exchange Offer and
Consent Solicitation.
Furthermore, the Withdrawal Deadline relating to the Exchange Offer and Consent Solicitation expired upon the
receipt of the consents required for the effectiveness of the Proposed 50% Amendments and the execution of the
supplemental indenture. As a result, Eligible Holders who tendered their Notes and delivered their consents and
waivers may no longer withdraw such Notes, consents and waivers. Additionally, any Notes tendered and
consents and waivers delivered in the Exchange Offer and Consent Solicitation after the publication of this press
release may not be withdrawn.
Early Consent Deadline; Expiration Time
Eligible Holders who validly tender their Notes and deliver their consents and waivers pursuant to the Exchange
Offer and Consent Solicitation prior to 5:00 p.m., New York City time, on July 14, 2015, will be eligible to
receive an early consent consideration, as described in more detail in the Offering Memorandum
The Exchange Offer and Consent Solicitation will expire at 11:59 p.m., New York City time, on July 28, 2015,
unless terminated or extended by the Company (the “Expiration Time”).
Eligible Holders
The Exchange Offer and Consent Solicitation is being made and the Offering Memorandum is being provided
only to holders and beneficial owners of the Notes (“Eligible Holders”) that are either (i) with respect to U.S.
holders, a “qualified institutional buyer” (as that term is defined in Rule 144A under the U.S. Securities Act)
transacting in a private transaction in reliance upon an exemption from the registration requirements of the U.S.
Securities Act, (ii) an institutional investor (within the meaning of Rule 501(a)(1), (2), (3) or (7), under the U.S.
Securities Act) or (iii) outside of the United States, (A) a holder who is not a “U.S. person” (as that term is
defined in Rule 902 under the U.S. Securities Act) transacting in an offshore transaction (in accordance with
Regulation S under the U.S. Securities Act) in reliance on Regulation S under the U.S. Securities Act, and (B) if
a person in a member state of the European Economic Area which has implemented the Prospectus Directive
(each, a “Relevant Member State”), a “qualified investor” within the meaning of the law in that Relevant
Member State implementing Article 2(1)(e) of the Prospectus Directive.
Eligible Holders who wish to participate in the Exchange Offer and Consent Solicitation should contact the
exchange and information agent, Lucid Issuer Services Limited, Leroy House, 436 Essex Road, London N1 3QP
United Kingdom, Attn: Sunjeeve Patel and Paul Kamminga, Telephone: +44 (0) 20 7704 0880 Facsimile: +44
(0) 20 7067 9098, Email: edcon@lucid-is.com. If you have any questions about tendering your Notes, you
should contact Lucid Issuer Services Limited.
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The new securities to be issued in connection with the Exchange Offer and Consent Solicitation (as described in
the Offering Memorandum) have not been approved or recommended by any U.S. federal, state or foreign
jurisdiction or regulatory authority. Furthermore, those authorities have not been requested to confirm the
accuracy or adequacy of the Offering Memorandum. Any representation to the contrary is a criminal offence.
The new securities will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities
Act”), or any state or foreign securities laws. Accordingly, the new securities will be subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the U.S. Securities Act
and other applicable securities laws, pursuant to registration or exemption therefrom. Eligible Holders of the
Notes should be aware that they may be required to bear the financial risks of this investment for an indefinite
period of time.
The Offering Memorandum is only addressed to and only directed at persons in member states of the European
Economic Area who are Qualified Investors (within the meaning of the Prospectus Directive). In addition, in the
United Kingdom, the Offering Memorandum is being distributed only to and is directed only at Qualified
Investors: (1) who are persons who have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the “Order”); or (2) who are high net worth entities falling within Article 49 of the Order, and other
persons to whom it may otherwise lawfully be communicated under the Order (all such persons together
referred to as “relevant persons”). Any investment or investment activity to which the Offering Memorandum
relates is available only to: (i) in the United Kingdom, relevant persons and (ii) in any member state of the
European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with
such persons. In the case of any securities being offered to a financial intermediary as that term is used in
Article 3(2) of the Prospectus Directive, such financial intermediary will also be deemed to have represented,
acknowledged and agreed that the securities acquired by it in such offer have not been acquired on a non-
discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, any person
in circumstances which may give rise to an offer of such securities to the public other than their offer or resale
in a relevant member state to Qualified Investors as so defined. Neither the new securities nor the Offering
Memorandum has been approved by an authorized person in the United Kingdom. The securities may not be
offered or sold other than to persons whose ordinary activities involve these persons in acquiring, holding,
managing or disposing of investments (as principal or agent) for the purposes of their businesses or who it is
reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the
purposes of their businesses where the issue of the securities would otherwise constitute a contravention of
Section 19 of the Financial Services and Markets Act 2000 (the “FSMA”) by us. In addition, no person may
communicate or cause to be communicated any invitation or inducement to engage in investment activity (within
the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of the securities other
than in circumstances in which Section 21(1) of the FSMA does not apply to us.
Holders of the Notes must make their own decision with regard to participating in the Exchange Offer. Holders
of the Notes are urged to consult with their own legal and financial advisors as to the appropriateness of
participating in the Exchange Offer and Consent Solicitation based on their individual circumstances.
This press release includes forward-looking statements within the meaning of the securities laws of certain
applicable jurisdictions. By their nature, the forward-looking events described in this press release may not be
accurate or occur at all. Accordingly, you should not place undue reliance on these forward-looking statements,
which speak only as of the date on which the statements were made.
13 July 2015
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 13/07/2015 03:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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