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Notice of request for written consent of noteholders - JDG01,03,04
JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1981/009108/06)
Company code: JDGI
(“the Issuer”)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
1. This notice of request for consent (this Consent Request) is delivered by the Issuer to each holder of
Notes (the Noteholders) issued under the Issuer’s ZAR8,000,000,000 Domestic Medium Term Note
Programme (the Programme) pursuant to a programme memorandum dated 25 October 2012 (the
Programme Memorandum), in accordance with Condition 19 (Notices) of the section headed “Terms
and Conditions of the Notes” in the Programme Memorandum (the Terms and Conditions) for purposes
of obtaining the Noteholders’ written consent to, amongst others, amend and restate the terms and
conditions of the relevant Applicable Pricing Supplements (as defined below).
2. Capitalised terms used herein which are not otherwise defined shall bear the meaning ascribed
thereto in the Terms and Conditions.
3. The Issuer seeks the Noteholders’ consent in accordance with Condition 20 (Amendment of these
Conditions) of the Terms and Conditions to (i) amend and restate the Applicable Pricing Supplements,
in order to include an early redemption provision at the option of the Issuer and (ii) to waive the
notice period for early redemption at the option of the Issuer.
4. Subject to the written consent in paragraph 3 above, the Issuer seeks the Noteholders’ consent to:
4.1.1. to amend and restate the Applicable Pricing Supplement relating to the issue of ZAR450,000,000
Senior Unsecured Floating Rate Notes due 15 April 2016 (the JDG03 Notes) (the JDG03
Applicable Pricing Supplement) to enable the Issuer to early redeem the JDG03 Notes on
13 November 2015; and
4.1.2. to amend and restate the Applicable Pricing Supplement relating to the issue of ZAR300,000,000
Senior Unsecured Floating Rate Notes due 15 April 2018 (the JDG04 Notes) (the JDG04
Applicable Pricing Supplement) to enable the Issuer to early redeem the JDG04 Notes on
13 November 2015,
by completing the Consent Notice and delivering the same to the registered office of the relevant CSD
Participant that provided said Noteholder with the Consent Notice, and providing a copy thereof to
The Standard Bank of South Africa Limited, acting through its Corporate and Investment Banking
Division and the Issuer by no later than 17h00 on 5 November 2015 in accordance with the terms and
conditions of the Consent Notice. The relevant CSD Participant will then notify Strate Proprietary
Limited of the total number of Consent Notices received, both in favour and not in favour of the
proposed amendments.
5. The marked-up amendments to the JDG03 Applicable Pricing Supplement and the JDG04 Applicable
Pricing Supplement are available on the Issuer’s website at www.jdgroup.co.za.
6. The marked-up amendments to the JDG03 Applicable Pricing Supplement and the JDG04 Applicable
Pricing Supplement are also available on request from the Transfer Agent. Requests should be sent to
Alexi Contogiannis at Alexi.Contogiannis@standardbank.co.za and by telephone at +27 11 721 8003.
15 October 2014
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 15/10/2015 07:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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