EDCON LIMITED - Edcon announces the expiration and final results of its exchange offer

Edcon announces the expiration and final results of its 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 the expiration and final results of its exchange offer
                     and consent solicitation with respect to its 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. 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 29, 2015. Edcon Holdings Limited (the “Company” and together with its
subsidiaries, the “Edcon Group”) announced today the expiration and final results of its previously announced
exchange offer and consent solicitation (the “Exchange Offer and Consent Solicitation”) with respect to its
EUR425,000,000 133 3/8% Senior Notes due 2019 (the “Notes”).

As of 11:59 p.m., New York City time, on July 28, 2015, (the “Expiration Time”), Eligible Holders (as defined
below) holding approximately EUR413,699,000 in aggregate principal amount of Notes, which amount represents
approximately 97.3% of the Notes outstanding prior to the launch of the Exchange Offer and Consent
Solicitation, had validly tendered and not validly withdrawn their Notes and submitted their consents and
waivers in accordance with the Exchange Offer and Consent Solicitation. The settlement date (the “Settlement
Date”) for Notes tendered and accepted for exchange prior to the Expiration Time is expected to be July 29,
2015.

Based on the principal amount of Notes tendered prior to the Expiration Time, and giving effect to the
transactions occurring on the conversion date, as described in more detail in the Offering Memorandum
(as defined below), the Company estimates that the Edcon Group’s annual net cash interest payment obligations
will decrease by more than EUR72 million. Furthermore, the Edcon Group’s gross cash-pay indebtedness is
estimated to decrease by approximately EUR425 million, a decrease in cash-pay leverage in excess of 20%.

The Company had previously advised that despite strong cash sales and improved profitability, declining credit
sales and near-term refinancing risks were difficult to handle without improving liquidity and confidence in the
business.

The Edcon Group’s Chief Executive Jürgen Schreiber commented, “The successful closing of this offer not only
improves our liquidity but will also help to stabilize the balance sheet.”

The Exchange Offer and Consent Solicitation, and the acceptance by the Company of any Notes tendered
pursuant thereto, was made upon and is subject to the terms and conditions set forth in the offering
memorandum, dated June 30, 2015, as amended and supplemented by a first supplement dated as of July 9,
2015 (as it may be amended or supplemented from time to time, the “Offering Memorandum”). The Company
intends to accept for exchange all of the Notes tendered, and confirms that all conditions to the settlement of the
Exchange Offer and Consent Solicitation have either been satisfied or waived by the Company. Accordingly,
on the Settlement Date, and pursuant to the Offering Memorandum, the Company shall issue EUR200,060,360 in
aggregate principal amount of new Option A senior 13.375% PIK notes and EUR241,304,705 in aggregate principal
amount of new Option B senior 13.375% PIK notes to Eligible Holders participating in the Exchange Offer and
Consent Solicitation, as applicable. Additionally, on the Settlement Date, Edcon Limited will issue EUR21,663,779

in aggregate principal amount of new super senior 8.000% PIK notes as early consent consideration to Eligible
Holders who had tendered their Notes on or prior to 5:00 p.m., New York City time, on July 14, 2015.

As previously announced, pursuant to the Exchange Offer and Consent Solicitation, the Company has obtained
the requisite consents to effectuate certain amendments (the “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”). On the Settlement Date, the
Amendments will become operative and holders of Notes that did not participate in the Exchange Offer and
Consent Solicitation will receive payment in kind (and not in cash) on account of the accrued and unpaid
interest on their Notes from December 31, 2014 through (but excluding) June 30, 2015. After giving effect to
the results of the Exchange Offer and Consent Solicitation and the Amendments, the Company will have
approximately EUR3,315,608 in aggregate principal amount of Notes outstanding.

Eligible Holders

The Exchange Offer and Consent Solicitation has been made and the Offering Memorandum has been 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 have questions about 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.

                                              ******************

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.



29 July 2015

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






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