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Edcon Tender Offer Results Announcement

13 February 2013

"Further to its announcement on 5 February 2013, Edcon announces the results of its invitation to holders of its outstanding senior secured floating rate notes due 15 June 2014"

This announcement does not constitute an invitation to participate in the Offer (as defined herein) in or from any jurisdiction     in or from which, or to or from whom, it is unlawful to make such offer under applicable securities laws or otherwise. The distribution of this announcement in certain jurisdictions (in particular, but not limited to, the United States, South Africa, Italy, the United Kingdom, and France) may be restricted by law. Persons into whose possession this document comes are required by the Dealer Manager, the Offeror, and the Guarantors (each as defined herein) to inform themselves about, and to observe, any such restrictions. No action that would permit a public offer has been or will be taken in any jurisdiction by the Dealer Manager, the Offeror, or the Guarantors.

Johannesburg, South Africa, 13 February 2013.

Further to its announcement on 5 February 2013, Edcon Proprietary Limited1 (the "Offeror") hereby announces the results of its invitation to holders of its outstanding senior secured floating rate notes due 15 June 2014 in an aggregate original principal amount of €1,180,000,000 guaranteed on a senior secured basis by Edcon Acquisition Proprietary Limited, Edgars Consolidated Stores Limited, and Edcon Holdings Limited (formerly Edcon Holdings (Proprietary) Limited) (each, a guarantor and together, the "Guarantors") (ISIN: XS0304285280) (the "Notes") to tender their Notes for purchase by the Offeror for cash (the "Offer") on the terms and subject to the conditions contained in the tender offer memorandum dated 5 February 2013 (the "Tender Offer Memorandum"). Capitalised terms used in this announcement and not otherwise defined have the meanings ascribed to them in the Tender Offer Memorandum.  

Summary of Results

Following the expiration of the Offer at 4.00 p.m. (London time) on 12 February 2013 (the "Expiration Deadline"), the Offeror hereby announces that (i) as at the Expiration Deadline, €974,046,000 in aggregate principal amount of Notes has been validly tendered for purchase pursuant to the Offer, (ii) upon satisfaction of the New Financing Condition, the Offeror will accept for purchase €753,713,000 in aggregate principal amount of the Notes validly tendered in accordance with the terms and conditions of the Offer as set forth in the Tender Offer Memorandum and (iii) accordingly, the pro-ration factor in respect of the Notes will be 77.517180%. The Purchase Price and proration factor for the Notes are set out in the table below.The Offeror is accepting Notes validly tendered in the Offer on a pro-rata basis. The principal amount of Notes validly tendered by each Noteholder will be multiplied by 77.517180%, the proration factor, and rounded down to the nearest €1,000 in principal amount. This resultant amount will be the principal amount of Notes accepted for purchase pursuant to the Offer. Tender Instructions will not be accepted if, after application of the proration factor, the principal amount of Notes to be purchased by the Offeror is less than the minimum denomination of €50,000.    

For the avoidance of doubt, the Maximum Tender Amount in respect of the Offer has been increased to €753,713,000 and accordingly, all references to the "Maximum Tender Amount" in the Tender Offer Memorandum shall be construed accordingly.

Description of Notes ISIN / Common CodeOutstanding Principal AmountCurrent CouponMaturity DateAggregate principal amount acceptedAggregate principal amount outstanding following the Settlement DatePurchase PricePro-Ration Factor
Senior secured floating rate notes due 2014XS0304285280/ 030428528€1,141,353,00023-month EURIBOR plus 3.25% p.a.15 June 2014€ 753,713,000€387,640,0003100.1%77.517180%

Settlement

All purchases of Notes accepted pursuant to the Offer are expected to be settled on 14 February 2013 (the "Settlement Date"), subject to satisfaction of the New Financing Condition on or prior to the Settlement Date, and all references to the "Settlement Date" in the Tender Offer Memorandum shall be construed accordingly.

On the Settlement Date, the Offeror will pay, or procure the payment of, the relevant Purchase Price plus the Accrued Interest Payment (an amount in cash (rounded to the nearest €0.01, with €0.005 rounded upwards) equal to the amount of the interest accrued and unpaid on Notes validly tendered for purchase by a Noteholder and accepted by the Offeror from (and including) the immediately preceding interest payment date for such Notes to (but excluding) the Settlement Date) to all Noteholders, subject to the terms and conditions of the Offer as set forth in the Tender Offer Memorandum.                                            

Notes in respect of which the Offeror has not accepted Tender Instructions, whether as a result of proration or otherwise, will remain outstanding subject to the terms and conditions of such Notes. 

Further Information
A complete description of the terms and conditions of the Offer is set out in the Tender Offer Memorandum. Goldman Sachs International is the Dealer Manager for the Offer.

Requests for information in relation to the Offer should be directed to:
DEALER MANAGER
Goldman Sachs International
Peterborough Court
133 Fleet Street, London EC4A 2BB
United Kingdom
Telephone: +44 (0) 20 7774 4799
Attention: Liability Management Desk
Email: liabilitymanagement.eu@gs.com


A copy of the Tender Offer Memorandum is available to eligible persons upon request from the Tender Agent:

THE TENDER AGENT
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Tel: +44 (0) 20 7704 0880
Attention: Sunjeeve Patel / David Shilson
Email: edcon@lucid-is.com

1 In terms of the New Companies Act, the Offeror is classified as a public company. As such, the Offeror has all the responsibilities and duties of a public company as provided for in the New Companies Act. The Offeror has passed the necessary special resolutions in accordance with the relevant provisions of the New Companies Act to change its name to "Edcon Limited" and to adopt a public company memorandum of incorporation.  The required documentation to give effect to these changes was filed at the Company and Intellectual Property Commission ("CIPC") on 20 December 2012.  Upon issuance by the CIPC of the requisite registration certificate (which is expected imminently), the aforesaid changes will take effect from the date of filing, being 20 December 2012

2 The Outstanding Principal Amount comprises notes which were originally sold pursuant to Regulation S under the Securities Act (ISIN: XS0304285280) as well as notes originally sold pursuant to Rule 144A under the Securities Act (ISIN: XS0304300428). For the avoidance of doubt, the Offer being made pursuant to the Tender Offer Memorandum was made only in respect of those notes originally sold pursuant to Regulation S under the Securities Act (ISIN: XS0304285280). 

3 The aggregate principal amount outstanding following the Settlement Date comprises notes which were originally sold pursuant to Regulation S under the Securities Act (ISIN: XS0304285280) as well as notes originally sold pursuant to Rule 144A under the Securities Act (ISIN: XS0304300428). For the avoidance of doubt, the Offer being made pursuant to the Tender Offer Memorandum was made only in respect of those notes originally sold pursuant to Regulation S under the Securities Act (ISIN: XS0304285280). 


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