Extension of the Tender Offer
Steinhoff International Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/003951/06)
Share Code: SHF ISIN: ZAE000016176
(“Steinhoff”)
Extension of the Tender Offer by Steinhoff to acquire up to
98% of JD Group Limited (“JD Group”)
JD Group Shareholders are referred to the announcements by Steinhoff
dated 25 March 2014 and 27 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.
On 27 March 2014 Steinhoff announced that the Tender Offer would close
at the close of business (17:00) on Wednesday, 2 April 2014. To this end,
Steinhoff has received a number of additional requests to participate
in the Tender Offer.
Accordingly, in order to afford such JD Group Shareholders the opportunity
to participate in the Tender Offer and to facilitate the administrative
process associated with the Tender Offer, JD Group Shareholders are hereby
notified that the Tender Offer closing date will be extended until the close
of business (17:00) on Friday, 4 April 2014.
Shareholders of Steinhoff and JD Group are hereby advised that Steinhoff has,
up to close of business on 1 April 2014, received notifications of acceptance
of the Tender Offer from a number of JD Group shareholders which, once verified
and implemented, will result in Steinhoff increasing its total beneficial
interest in JD Group to 86.0% of the total JD Group issued ordinary shares,
excluding treasury shares.
Johannesburg
2 April 2014
Investment Bank and Financial Advisor to Steinhoff
Investec Bank Limited
Sponsor to Steinhoff
PSG Capital Proprietary Limited
Legal advisor to the Steinhoff
Cliffe Dekker Hofmeyr Inc.
Neither JD Group Shares nor Steinhoff Shares have been, or will be, registered
under the Securities Act of the United States of America (“United States”).
Accordingly, no shares may be offered, sold, resold, delivered or transferred,
directly or indirectly, in or into the United States or to, or for the account
or benefit of, United States persons, except pursuant to exemptions from the
Securities Act of the United States. This announcement does not constitute an
offer of any securities for sale in the United States or to United States persons.
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