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(1) Qualified Institutional Buyers Within the Meaning of Rule 144A (“Rule 144A”) Under the U.S

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(1) Qualified Institutional Buyers Within the Meaning of Rule 144A (“Rule 144A”) Under the U.S IMPORTANT NOTICE THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE EITHER (1) QUALIFIED INSTITUTIONAL BUYERS WITHIN THE MEANING OF RULE 144A (“RULE 144A”) UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”), OR (2) OUTSIDE THE UNITED STATES (AND, IF INVESTORS ARE RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, A QUALIFIED INVESTOR). IMPORTANT: You must read the following before continuing. The following applies to the offering memorandum following this notice, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering memorandum. In accessing the offering memorandum, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR OTHER JURISDICTION, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS. THE FOLLOWING OFFERING MEMORANDUM MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS OFFERING MEMORANDUM IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS DIRECTIVE MAY RESULT IN A VIOLATION OF THE U.S. SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED HEREIN. Confirmation of your representation: In order to be eligible to view the offering memorandum or make an investment decision with respect to the securities described herein, investors must be either (1) qualified institutional buyers within the meaning of Rule 144A under the U.S. Securities Act (“QIBs”) or (2) outside the United States; provided that investors resident in a Member State of the European Economic Area must be a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in the relevant Member State) and any relevant implementing measure in each Member State of the European Economic Area). The offering memorandum is being sent at your request. By accepting the e-mail and accessing the offering memorandum, you shall be deemed to have represented to us that: (1) you consent to delivery of such offering memorandum by electronic transmission, and (2) either you and any customers you represent are: (a) QIBs; or (b) outside the United States and the e-mail address that you gave us and to which the e- mail has been delivered is not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any State of the United States or the District of Columbia (and if you are resident in a Member State of the European Economic Area, you are a qualified investor). Prospective purchasers that are QIBs are hereby notified that the seller of the securities will be relying on the exemption from the provisions of Section 5 of the U.S. Securities Act pursuant to Rule 144A under the U.S. Securities Act. You are reminded that the offering memorandum has been delivered to you on the basis that you are a person into whose possession the offering memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver the offering memorandum to any other person. The materials relating to the Offering do not constitute, and may not be used in connection with, an offer or solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires that the Offering be made by a licensed broker or dealer and the initial purchasers or any affiliate of the initial purchasers is a licensed broker or dealer in that jurisdiction, the Offering shall be deemed to be made by the initial purchasers or such affiliate on behalf of us in such jurisdiction. Under no circumstances shall the offering memorandum constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. This offering memorandum has not been approved by an authorised person in the United Kingdom and is for distribution only to, and is only directed at, persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (ii) are persons falling within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations etc.”) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity within the meaning of Section 21 of the Financial Services and Markets Act 2000 (the “FSMA”) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This offering memorandum is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this offering memorandum relates is available only to relevant persons and will be engaged in only with relevant persons. No person may communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of the securities other than in circumstances in which Section 21(1) of the FSMA does not apply to us. The offering memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the initial purchasers, or any person who controls any initial purchaser, or any of their respective directors, officers, employees or agents accepts any liability or responsibility whatsoever in respect of any difference between the offering memorandum distributed to you in electronic format and the hard copy version available to you from the initial purchasers upon your request. For Listing Purposes Only Offering Not for General Circulation Memorandum in the United States Edcon Holdings Limited Guaranteed on a senior subordinated basis by Edcon Limited and certain of its wholly-owned subsidiaries. 3 €425,000,000 13 /8% Senior Notes due 2019 Interest payable 30 June and 31 December Issue Price: 100% Edcon Holdings Limited (the “Issuer”), a company organised under the laws of South Africa is offering (the “Offering”) €425 million aggregate principal 3 amount of its 13 /8% Senior Notes due 30 June 2019 (the “Senior Notes”). The Issuer is a member of Edcon, the leading clothing and footwear retailing group in South Africa. We intend to use the net proceeds from this Offering to repurchase the Senior Notes due 2015 (the “2015 Senior Notes”) tendered pursuant to the Tender Offer (as defined herein) and to fund the 2015 Senior Notes Redemption (as defined herein). We will deposit any proceeds from the Offering not used to purchase 2015 Senior Notes pursuant to the Tender Offer (the “Escrowed Proceeds”) in an escrow account pledged in favour of the Trustee. The Escrowed Proceeds, if any, will be released from escrow to settle the redemption price payable pursuant to the 2015 Senior Notes Redemption on or about the 30th day after the Issue Date. See “Use of Proceeds”. We will pay interest on the Senior Notes semi-annually, in cash, in arrears on 30 June and on 31 December, commencing on 30 June 2014 at an 3 interest rate of 13 /8% per annum. We may redeem the Senior Notes in whole or in part at any time prior to 30 June 2015 at 100% of their principal amount plus a make-whole premium and accrued and unpaid interest, as described herein. We may redeem the Senior Notes in whole or in part at any time on or after 30 June 2015 at the respective redemption prices set out herein. We may redeem the Senior Notes in whole or in part prior to 30 June 2015 with the proceeds from certain equity offerings at the price set out herein. We may redeem all, but not a portion, of the Senior Notes upon the occurrence of certain tax events. If we sell certain assets or experience certain kinds of changes in control, we must, unless certain conditions are met, offer to repurchase the Senior Notes at the prices set out herein. The Senior Notes will be senior obligations of the Issuer and will rank pari passu with all of the Issuer’s existing and future indebtedness that is not subordinated to the Senior Notes, senior to all of the Issuer’s indebtedness that is subordinated to the Senior Notes, effectively senior to all of the Issuer’s existing and future indebtedness that is unsecured, and structurally subordinated to all debt and liabilities of the Issuer’s subsidiaries that do not guarantee the Senior Notes.
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