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jaDEB:
OFFER BY STEINHOFF TO ACQUIRE UP TO 98% OF JD GROUP LIMITED (“JD GROUP”)


Shareholders of JD Group are referred to the announcement released by Steinhoff
International Holdings Limited (“Steinhoff”) dated 18 March 2014, regarding the offer
by Steinhoff to acquire up to 98% of the issued ordinary shares in JD Group. The
content of Steinhoff’s announcement, without modification, is set out below.


1.   INTRODUCTION

     Steinhoff hereby offers to      acquire from JD Group shareholders (“JD Group
     Shareholders”) up to 98% of    the issued ordinary shares in JD Group (“JD Group
     Shares”) excluding treasury    shares (“Tender Offer”). Steinhoff currently owns
     56.8% of the issued JD Group   Shares (excluding treasury shares) and has received
     commitments from a number of    institutional and individual JD Group Shareholders
     to accept the Tender Offer,     which will result in an increase in Steinhoff’s
     shareholding in JD Group.

2.   CONSIDERATION PAYABLE IN RESPECT OF THE TENDER OFFER

     The consideration payable by Steinhoff in terms of the Tender Offer will be
     settled by the issue to JD Group Shareholders accepting the Tender Offer of one
     listed ordinary share in Steinhoff (“Steinhoff Share”), credited as fully paid
     and ranking pari passu with the existing Steinhoff shares in issue, for every 1.9
     JD Group Shares in respect of which the Tender Offer has been accepted
     (equivalent to an offer price of R27.77 per JD Group Share at Steinhoff’s five-
     day volume weighted average price (“VWAP”) of R52.77 on 17 March 2014, which
     represents a 38.1% premium to JD Group’s five-day VWAP of R20.11 on this date).

michaessers:
Can anyone explain why Steinhoff would want to acquire JG group? is it to protect their existing exposure? Surely JD Group is too big a mess to try and fix?

Moneypenny:
 I always had the idea that KAP & JDG was subsidiaries of SHF?  Donno where I got that.

jaDEB:
RATIONALE FOR THE TENDER OFFER

     As indicated in JD Group’s interim results announcement on 20 February 2014, JD
     Group is facing many challenges in the furniture retail and consumer finance
     business segments. These challenges will take some time and additional capital to
     overcome. The increase of Steinhoff’s investment in JD Group, in an expedient
     manner, will enhance Steinhoff’s ability to support the operations of JD Group.

     The Tender Offer will provide JD Group Shareholders with an attractive premium to
     the current JD Group share price and an opportunity to invest in Steinhoff. As
     the second largest furniture retailer in Europe, and with a good growth
     trajectory, Steinhoff gives JD Group Shareholders international exposure and
     greater liquidity.

Moneypenny:
SHF down -3.16% now because JD Group last night reported a serious full-year loss (570 c/share, previous year 395.2 c/share earning).  JD group will also sell their financial division with bad debt rising (another Abil waiting in the wings).

DJ Group share price up today +4.23%.

SHF full-year earning up by 15%.  Both companies due to report this month.

Now does this seem fair.  Rhetorical.

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