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).
