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SHF - Steinhoff International Holdings Limited - Agreed terms and expected salient dates relating to proposed transaction with JD Group Limited in respect of combining the Steinhoff Africa retail assets with that of JD Group Limited STEINHOFF INTERNATIONAL HOLDINGS LIMITED Incorporated in the Republic of South Africa Registration Number: 1998/003951/06 Share Code: SHF & ISIN: ZAE000016176 ("Steinhoff") 7 April 2011 FINALISED TERMS RELATING TO THE STRATEGIC POSITIONING OF STEINHOFF AFRICA`S RETAIL ASSETS WITHIN JD GROUP Limited ("JD Group") INTRODUCTION Steinhoff shareholders are referred to the announcement released on SENS on 14 March 2011 ("the 14 March announcement") relating to the proposed transaction between Steinhoff and JD Group. In terms of the proposed transaction, JD Group will acquire all the southern African retail interests of Steinhoff Africa and an associate of Steinhoff will acquire JD Group`s interests in Abra Spolka Akcyjna ("the Proposed Transaction"). TERMS OF THE TRANSACTION The net purchase consideration and basis of determination of the respective considerations payable by JD Group for the constituent parts of the Proposed Transaction remain as per those announced in the 14 March announcement and is expected to amount to R3 169 million. Shareholders are advised that Steinhoff and JD Group have now finalised the material terms of the related formal legal agreements that would, subject to conditions precedent customary in a transaction of this nature, give effect to the Proposed Transaction. In this regard, it has been agreed that the purchase consideration of R3 169 million will be settled as follows (subject to the applicable profit and net asset value warranties as per the 14 March announcement): * by JD Group ultimately issuing 49.33 million JD Group shares (representing approximately 22.4% of JD Group`s issued share capital after the proposed transaction) at an issue price of R50 per share to Steinhoff, credited as fully paid; and * the payment of R702 million in cash. The consideration of R134m for the acquisition of Abra Spolka Akcyjna by a Steinhoff associate is expected to be settled in cash. Therefore, the net cash receivable by Steinhoff is expected to be R568m. EXPECTED SALIENT DATES The salient dates in respect of the Proposed Transaction are set out in the announcement released by JD Group on SENS on 5 April 2011. SIGNIFICANT CHANGES Save as disclosed above, there has been no significant change affecting any matter contained in the 14 March announcement. Johannesburg Wynberg, Sandton 7 April 2011 For more information, please contact: Steinhoff International Holdings Limited: Markus Jooste +27 (21) 808 0735 Piet Ferreira +27 (21) 808 0761 Mariza Nel +27 (21) 808 0754 Investment Bank to Steinhoff: Investec Bank Limited Company sponsor: PSG Capital (Proprietary) Limited Date: 07/04/2011 12:16:03 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.
