STEINHOFF INTERNATIONAL HOLDINGS LD - SHF & JDG - Dealing in securities by directors

SHF & JDG - Dealing in securities by directors

   Steinhoff International                 JD Group Limited
      Holdings Limited              (Incorporated in the Republic
(Incorporated in the Republic              of South Africa)
      of South Africa)                   (Registration number
    (Registration Number                    1981/009108/06)
       1998/003951/06)                    ISIN: ZAE000030771
       Share Code: SHF                       JSE code: JDG
     ISIN: ZAE000016176                       ("JD Group")
        (“Steinhoff”)


Dealing in securities by directors

In compliance with paragraph 3.63 of the Listings Requirements
of the JSE Limited (“Listings Requirements”), Steinhoff and JD
Group shareholders are hereby advised that Steinhoff and JD
Group respectively, have received notice from all of the
directors who hold JD Group ordinary shares directly or
indirectly, of their intention to accept rights under the
Tender Offer announced by Steinhoff on 18 March 2014, in terms
of which JD Group shareholders will be entitled to tender 1.9
JD Group shares (at a price of R27.83 per share) in exchange
for 1 Steinhoff share to be issued to such JD Group
Shareholders at an issue price of R52.89 per Steinhoff share.

Steinhoff Directors

Name of                  No of JD          No of         Value
Director             Group shares      Steinhoff
                      directly or   shares to be             R
                       indirectly       received
                         tendered

SJ Grobler                  4,650          2,447    129,421.83
D Konar*                   10,000          5,263    278,360.07
AB la Grange*              16,000          8,421    445,386.69

*also directors of JD Group

JD Group Directors

Name of Director         No of JD          No of         Value
                            Group      Steinhoff
                           shares   shares to be             R
                      directly or       received
                       indirectly
                         tendered
R Chauke                     400            211       11,159.79
ID Sussman             1,125,000        592,105   31,316,433.45
JHN van der Merwe         54,000         28,421    1,503,186.69


Clearance has been granted in terms of paragraph 3.66 of the
Listings requirements for all the above transactions. JD Group
is a major subsidiary of Steinhoff as defined in the Listings
Requirements and therefore the details of the JD Group
dealings by the JD Group directors have also been included in
the Steinhoff announcement.


Steinhoff Africa Secretarial Services Proprietary Limited
COMPANY SECRETARY – STEINHOFF
Stellenbosch

JMWR Pieterse
COMPANY SECRETARY – JD GROUP
Johannesburg


24 March 2014

Sponsor – PSG Capital Proprietary Limited

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