DGAP-News: Steinhoff International Holdings N.V. : LAUNCH OF PLACING OF UP TO 200 MILLION SHARES IN STEINHOFF AFRICA RETAIL LIMITED

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL

LAUNCH OF PLACING OF UP TO 200 MILLION SHARES IN STEINHOFF AFRICA RETAIL LIMITED

Steinhoff International Holdings N.V. hereinafter : ("Steinhoff" or the "Company")

Steinhoff refers to its quarterly update published on 28 February 2018 in which the Company informed the market that it is continuing to take steps to refinance or redeem the debt within its South African operations.

In line with these stated steps, Steinhoff has decided to launch an accelerated book-build of up to 200 million ordinary shares in Steinhoff Africa Retail Limited ("STAR") ("Placing Shares") (the "Placing"), subject to acceptable pricing being achieved and certain additional conditions.

Steinhoff, through an indirect wholly owned subsidiary, currently owns c. 77% of the issued shares in STAR. Subsequent to the successful sell-down of its interest in KAP, Steinhoff has decided to dispose of up to c. 6% in STAR in order to settle its remaining South African debt. Furthermore, at the time of STAR's listing in September 2017 it achieved a free float of c 14% compared to the minimum 20% required by the JSE. The JSE granted STAR a dispensation on the basis that the free float would be increased to 20% over time. This envisaged sell-down will increase STAR's free float to the requisite c. 20% as required by the JSE, and is expected to enhance liquidity in STAR's shares. Steinhoff continues to view STAR as a strategic investment.

Information relating to the Placing

The Placing Shares will be offered to qualifying institutional investors only (which includes private client platforms in South Africa), being investors to whom the offer may be lawfully made without having to file or register any offering or related documentation with any securities regulatory authority in any jurisdiction, and the Placing does not and will not constitute, nor is it intended to constitute, an offer to the public to purchase any shares.

The book will open with immediate effect and is expected to close as soon as possible. Steinhoff reserves the right to close the book at any time. Pricing and allocations will be announced as soon as practicable following the closing of the book.

The Placing will be carried out by Investec Bank Limited ("Investec") (Investec being the "Sole Bookrunner").

In line with Steinhoff's intention to retain the remaining interest in STAR, Steinhoff has agreed to a 90-day lock-up period, subject to customary carve outs.

Information relating to STAR

Information on STAR, including its most recent annual report, interim financial results, investor presentation and trading update, can be found on its website at https://steinhoffafricaretail.co.za/sar/. It should be noted that Steinhoff bears no responsibility for any information included on STAR's website.

Information relating to the Placing

Investec is acting as Sole Bookrunner for the Placing. For further information, please contact:

Stellenbosch
11 April 2018

Sole Bookrunner and Global Coordinator
Investec

Independent Financial Adviser to Steinhoff in relation to its interest in STAR
Macquarie Advisory and Capital Markets South Africa Proprietary Limited

Sponsor to Steinhoff
PSG Capital Proprietary Limited

Counsel to Steinhoff
Werksmans

Counsel to the Sole Bookrunner
Allen & Overy

Disclaimer

This announcement (the "Announcement") is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. This Announcement is for information purposes only, does not purport to be full or complete, is subject to change and shall not constitute or form part of an offer or solicitation of an offer to purchase or sell securities in the United States of America or any other jurisdiction nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness.

The distribution of this Announcement and the offering for sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by Steinhoff or the Sole Bookrunner or any of their respective affiliates that would permit an offering of such securities or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by Steinhoff and the Sole Bookrunner to inform themselves about, and to observe, such restrictions.

The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States of America, absent registration or an exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Placing Shares in the United States of America or in any other jurisdiction.

Neither this Announcement nor the Placing constitutes or is intended to constitute an offer to the public in South Africa in terms of the South African Companies Act, 2008 ("the South African Companies Act"). In South Africa this Announcement is only directed at, and any investment or investment activity to which this Announcement relates is available only to, and will be engaged in only with, persons in South Africa who (i) fall within the categories of persons set out in section 96(1)(a) of the South African Companies Act or (ii) who are persons who subscribe, as principal, for Placing Shares at a minimum placing price of R1 000 000, as envisaged in section 96(1)(b) of the South African Companies Act.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this Announcement and any offer if made subsequently is directed exclusively at persons who are qualified investors within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.

In the United Kingdom this Announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this Announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this Announcement and should not act or rely on it.

This Announcement has been issued by and is the sole responsibility of Steinhoff. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Sole Bookrunner or by any of their respective affiliates or any of its or their respective directors, employees, advisers or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their advisers, and any liability therefore is expressly disclaimed.

This Announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Placing Shares. Any investment decision to acquire Placing Shares pursuant to the Placing must be made solely on the basis of publicly available information. Any such information has not been independently verified by the Sole Bookrunner.

The Sole Bookrunner is acting for Steinhoff, and no one else, in connection with the Placing, will not regard any other person as their respective client in relation to the Placing and will not be responsible to anyone other than Steinhoff for providing the protections afforded to the respective clients of the Sole Bookrunner, nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.

In connection with the sale of the Placing Shares, the Sole Bookrunner and any of their respective affiliates acting as an investor for their own account may acquire a portion of the Placing Shares as a principal position and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Nothing in this Announcement should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, 2012, and/or Financial Advisory and Intermediary Services Act, 2002, by the Sole Bookrunner.

The Placing Shares to be sold pursuant to the Placing are not admitted to trading on any stock exchange other than the JSE.

The information contained in this announcement is subject to change without notice and, except as required by applicable law, Steinhoff does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.

Investec and other companies within the group of companies of which Investec is a member ("Group Companies") are engaged in a wide range of investment, banking and related services, and provide these services to a wide range of clients. This may give rise to situations where Investec and other Group Companies, individually or taken together may have interests, relationships or arrangements which conflict with those of STAR and its associates and controlling shareholder and/or clients whose interests conflict with those of STAR and its associates and controlling shareholder. The co-existence of any such interests, relationships, arrangements or clients are referred to herein as "Conflicts of Interest". So as expressly to override, to the extent permissible, any duties, obligations or restrictions that would otherwise be imposed or implied by law, Investec and its Group Companies, individually or taken together, may now or in the future have Conflicts of Interest. Investec does not have a duty to disclose any information which comes to its attention or that of any of its Group Companies in the course of any of their respective businesses if doing so would constitute a breach of duty owed to another client or the employees of Investec who have been assigned to the Placing are unaware of such information or are of the opinion that such information is not directly relevant to the Placing

The appointment and role as book runner is independent from any other relationship that Investec may have with the Company or STAR.