| Tue 24 Apr 2012, 7:05 | | SHF/JDG - Steinhoff/JD Group - Results of the Partial Offer by Steinhoff to |
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JDG SHF
JDG SHF
SHF/JDG - Steinhoff/JD Group - Results of the Partial Offer by Steinhoff to
Independent JD Group Shareholders
Steinhoff International Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/003951/06)
ISIN: ZAE000016176
JSE code: SHF
("Steinhoff")
JD Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1981/009108/06)
ISIN: ZAE000030771
JSE code: JDG
("JD Group")
RESULTS OF THE PARTIAL OFFER BY STEINHOFF TO INDEPENDENT JD GROUP SHAREHOLDERS
Shareholders of JD Group and Steinhoff are referred to the joint announcement
released by JD Group and Steinhoff on the Securities Exchange News Service
("SENS") of the JSE Limited on Friday, 30 March 2012 relating to the Partial
Offer by Steinhoff to Independent JD Group Shareholders becoming unconditional
and incorporating the revised salient times and dates pertaining to such offer.
Full details of the Partial Offer were contained in the circular to JD Group
Shareholders dated 11 February 2012 ("the Circular"). All terms in this
announcement bear the same meaning as set out in the Circular.
Shareholders of both companies are advised that the Partial Offer closed at
12:00 on Friday, 20 April 2012 and attracted acceptances in respect of 16.6
million JD Group Shares and excess applications in respect of 21.7 million JD
Group Shares. As the Partial Offer was in respect of a fixed number of JD Group
Shares (38.2 million), 99.365% of all excess applications, including those
received from the Option Grantors and from the other parties who undertook to
make JD Group Shares available to Steinhoff for purchase, have been allocated on
an equitable pro rata basis to achieve the fixed number of JD Group Shares.
Accordingly, Steinhoff has now acquired an additional 17.7% interest in JD
Group, as a consequence of which its holding has increased from 32.4% to 50.1%
of JD Group`s issued share capital, net of treasury shares. As a result,
Steinhoff exchanged 611.2 million of its shares in KAP International Holdings
Limited ("KAP") with Independent JD Group Shareholders who accepted the Partial
Offer, as a consequence of which its holding in KAP has now decreased from 88.0%
to 62.0%.
Independent JD Group Shareholders are hereby advised that the Partial Offer has
been successfully concluded and is now closed.
The KAP Shares due to dematerialised Independent JD Group Shareholders who
accepted the Partial Offer, including excess allocations, will be transferred,
at their risk, to their CSDP or broker within six business days from Friday, 20
April 2012.
The KAP Shares and the balance JD Group share certificates, where applicable,
due to certificated Independent JD Group Shareholders who accepted the Partial
Offer, including excess allocations, will be posted, at their risk, within six
business days from Friday, 20 April 2012.
Johannesburg
24 April 2012
Investment bank and transaction sponsor to Steinhoff in relation to the Partial
Offer
The Standard Bank of South Africa Limited
Investment bank and transaction sponsor to Steinhoff in relation to the KAP
Transaction Investec Corporate Finance
Sponsor to Steinhoff
PSG Capital Proprietary Limited
Legal adviser to Steinhoff
Cliffe Dekker Hofmeyr Inc.
Sponsor to JD Group
PSG Capital Proprietary Limited
Legal adviser to JD Group
Fluxmans Inc.
Independent reporting accountants to JD Group
Deloitte & Touche
Independent expert
PricewaterhouseCoopers Corporate Finance Proprietary Limited
Date: 24/04/2012 07:05:01 Produced by the JSE SENS Department.
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