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JDG
JDG
JDG - JD Group Limited - Results of the JD Group General Meeting
JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
Share code: JDG ISIN: ZAE000030771
("JD Group")
RESULTS OF THE JD GROUP GENERAL MEETING
Shareholders of the JD Group ("JD Group Shareholders") are referred to the joint
announcement released by the JD Group and Steinhoff International Holdings
Limited ("Steinhoff") on the Securities Exchange News Service ("SENS") of the
JSE Limited on Monday, 13 February 2012. In terms of the circular to JD Group
Shareholders dated Saturday, 11 February 2012 ("Combined Circular") Steinhoff`s
partial offer ("Partial Offer") has been extended to all JD Group Shareholders
other than Steinhoff ("Independent JD Group Shareholders"), to tender and sell
26.2% of their shares in JD Group to Steinhoff based on an exchange ratio of 16
shares in KAP International Holdings Limited for each share in JD Group held on
the closing date of the Partial Offer.
Shareholders are advised that at the general meeting of JD Group Shareholders
held today, Monday, 12 March 2012 ("General Meeting"), both ordinary resolutions
proposed at the General Meeting required to approve and implement the Partial
Offer were approved by the requisite majority of votes.
87% of the Independent JD Group Shareholders who have exercised their voting
rights, voted in favour of the Partial Offer, proposed in terms of section
125(3)(b)(ii) of the Companies Act. In addition 88% of the Independent JD Group
Shareholders who have exercised their voting rights, voted in favour of
mandating a director of the Company to take any lawful action to implement the
Partial Offer.
The Partial Offer will remain open until the later of 30 March 2012 or 10 days
after the date of the announcement that the Partial Offer has become
unconditional.
The Partial Offer remains subject to the conditions precedent set out in the
Combined Circular, including approval of the competition authorities in South
Africa of both the Partial Offer and the KAP Transaction (as defined in the
Combined Circular). A further announcement in respect of the salient dates and
times of the Partial Offer will be released immediately after the fulfilment of
the remaining conditions precedent in respect of both transactions.
Johannesburg
12 March 2012
Sponsor to JD Group
PSG Capital Proprietary Limited
Date: 12/03/2012 14:55:01 Produced by the JSE SENS Department.
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employees and agents accept no liability for (or in respect of) any direct,
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