JD GROUP LIMITED - Convertible Bond Conversion Price Adjustment

Convertible Bond Conversion Price Adjustment

JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1981/009108/06)
(“JD Group”)
Share code: JDG     ISIN: ZAE000030771
Bond code: JDGCB    ISIN: ZAE000168415

ADJUSTMENT TO THE JD GROUP CONVERTIBLE BOND CONVERSION PRICE

JD Group wishes to advise holders of the JD Group Convertible Bond
(“the Bond”) that in terms of Condition 9.2 (a)(iii)(B) (“Adjustment
of Conversion Price”) of the final offering circular dated 13 June
2012, the conversion price in relation to the Bond has been adjusted
as a result of the annual dividend threshold being exceeded. The
price has been adjusted from ZAR 56.71 to ZAR 55.80 based on the
closing price per ordinary share of ZAR 46.00. Accordingly, the
number of ordinary shares of JD Group underlying each Bond has
increased from 176 to 179 shares effective from close of trading on
15 October 2012. The total number of shares to be issued on
conversion, based on the ZAR 1 billion outstanding, is now expected
to be 17 920 944 shares.


17 October 2012

Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)

Sponsor
PSG Capital (Proprietary) Limited

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