STEINHOFF INTERNATIONAL HOLDINGS LD - Voluntary notification of tender offer acceptances and confirmation of tender procedures

Voluntary notification of tender offer acceptances and confirmation of tender procedures

Steinhoff International Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1998/003951/06)
Share Code: SHF
ISIN: ZAE000016176
(“Steinhoff”)

VOLUNTARY NOTIFICATION OF TENDER OFFER ACCEPTANCES RECEIVED TO
DATE AND CONFIRMATION OF TENDER PROCEDURES TO FOLLOW

Shareholders of Steinhoff and JD Group Limited (“JD Group”) are
referred to the announcement dated 18 March 2014 regarding the
offer by Steinhoff ("Tender Offer") to acquire up to 98% of the
issued ordinary shares in JD Group, excluding treasury shares
("JD Group Shares").

Shareholders of Steinhoff and JD Group are hereby advised that
Steinhoff has to date received notifications of acceptance of
the Tender Offer from a number of JD Group shareholders.   These
acceptances are in the process of being verified and implemented
and will result in Steinhoff increasing its total beneficial
interest in JD Group from 56.8% to 82.2% of the total JD Group
issued ordinary shares, excluding treasury shares.

Steinhoff has given notice to JD Group      in terms of Section
122(1) of the Companies Act, confirming that a number of
acceptances have been processed for settlement on 19 March 2014,
resulting in its beneficial interest in the JD Group increasing
to 64.5%, excluding treasury shares. Further notifications will
be provided to JD Group once the additional acceptances referred
to above have been processed and submitted for settlement.

TENDER PROCESS AND PROCEDURE

JD Group Shareholders are hereby given additional information in
relation to the process and procedure for the acceptance of the
Tender Offer by JD Group Shareholders and the timing of the
settlement of such acceptances. This announcement should be read
in conjunction with the announcement of 18 March 2014.

In respect of dematerialised JD Group shares held:


-   All acceptances will be recorded by SBG Securities
    Proprietary Limited (“SBG”) on a daily basis, but always on
    a first come first served basis.

-   In accordance with a request from STRATE and in consultation
    with SBG and Computershare Investor Services Proprietary
    Limited (“CIS”), the applications will be batched and all
    off market elections will be processed in batches of two
    settlement cycles. Any election made on or before 15:00 on a
    respective Tuesday shall be settled on 5 business days
    thereafter.   Any election made after the aforementioned
    15:00 on a respective Tuesday but on or before 15:00 on a
    respective Friday shall be settled on 5 business days after
    the respective Friday.

-   Acceptances duly received and verified by SBG by close of
    business on Wednesday, 19 March 2014 will be settled five
    business days thereafter (i.e. on Thursday, 27 March 2014).
    All other acceptances will be settled in accordance with
    the above settlement cycles.

-   This Tender Offer will be open for acceptance until a
    closing date to be announced by Steinhoff.

-   Settlement will take place through the issue, by CIS, to the
    relevant JD Group Shareholders of the applicable number of
    ordinary shares in Steinhoff at a ratio of 1 Steinhoff for
    1.9 JD Group Shares tendered.

-   In order to accept the offer, dematerialised JD Group
    Shareholders are reminded to contact their broker, or in the
    alternative, contact SBG Securities directly. SBG Securities
    are authorised on behalf of Steinhoff to accept
    dematerialised JD Group Shares tendered in terms of the
    Tender Offer. Mr Tian Bam of SBG Securities can be contacted
    on telephone number:  011 415  4173  or   at  e-mail:
    tian.bam@sbgsecurities.com. Instruction for acceptance forms
    can also be obtained on the JD Group website at
    www.jdgroup.co.za.

JD Group Shareholders holding certificated JD Group Shares are
reminded to complete the form of acceptance and surrender
referred to in the announcement of 18 March 2014 (the form
having been posted to JD Group Shareholders on 19 March 2014 and
a copy of which is available on the JD Group website at
www.jdgroup.co.za).


Stellenbosch
25 March 2014
Sponsor to Steinhoff
PSG Capital Proprietary Limited

Investment Bank and Financial
Advisor to Steinhoff
Investec Bank Limited

Legal Advisor to Steinhoff
Cliffe Dekker Hofmeyr Inc.

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