DGAP-News: Steinhoff International Holdings N.V. : UPDATE ON PROGRESS OF FINANCIAL RESTRUCTURING AND EXTENSION OF LONG-STOP DATE UNDER LOCK-UP AGREEMENT

STEINHOFF - UPDATE ON PROGRESS OF FINANCIAL RESTRUCTURING AND EXTENSION OF LONG-STOP DATE UNDER LOCK-UP AGREEMENT

Steinhoff International Holdings N.V. (the "Company") (together with its subsidiaries, the "Group")

On 11 July 2018 the Company announced that it had entered into a lock-up agreement in connection with the restructuring (the "Restructuring") of the financial indebtedness of the Company, Steinhoff Europe AG ("SEAG"), Steinhoff Finance Holding GmbH ("SFHG") and Stripes US Holding, Inc. ("SUSHI") (the "LUA"). Subsequent announcements on 19 July 2018, 20 July 2018 and 17 August 2018, all provided further updates on the LUA, which became effective on 20 July 2018 (the "LUA Effective Date").

The Group has received significant support from creditors through the creditor accession process with the LUA having been acceded to by approximately 90 per cent. of the creditors holding SUSHI's US$200 million revolving loan facility (as well as creditors holding in excess of 90 per cent. of SEAG's external financial indebtedness and creditors holding in excess of 95 per cent. of SFHG's external financial indebtedness).

Since the LUA Effective Date, significant progress has been made in respect of a number of the key elements required to implement the Restructuring as contemplated under the LUA, which will provide continued stability for the businesses within the Group. A number of significant milestones in stabilising the Group's financial position have now been achieved, including:

- The sale of the Kika-Leiner operating companies was completed on 13 July 2018. Finalisation of the sale process of the Kika-Leiner property companies is at an advanced stage, and completion is expected imminently. Further, an agreement has been reached to sell the Puris Bad (bathroom) and Impuls Küchen (kitchen) furniture manufacturing businesses and assets, which were considered non-core to Steinhoff.

- The restructuring of the financial indebtedness of the Company's subsidiary Hemisphere International Properties B.V. was successfully completed on 6 September 2018, resulting in a new, secured, 3-year term loan facility of circa EUR775 million.

- The refinancing of certain financial indebtedness of Greenlit Brands Pty Ltd (formerly known as Steinhoff Asia Pacific Group Holdings Pty. Limited) was implemented on 27 September 2018 and includes the amendment and restatement of certain intragroup loans, as well as a new senior revolving credit facility and bilateral facilities of AUD$256 million for the refinancing of existing senior financing. The refinancing provides facilities for the Greenlit businesses through to maturity in October 2020.

- The filing by the Company's subsidiary Mattress Firm, Inc. (along with its subsidiaries, Mattress Holding Corp. and Mattress Holdco, Inc., "Mattress Firm", North America's leading speciality mattress retailer) of voluntary pre-packaged Chapter 11 cases in the United States Bankruptcy Court for the District of Delaware on 5 October 2018 (the "Mattress Firm Restructuring"). As part of the Mattress Firm Restructuring, Mattress Firm has secured debtor-in-possession financing to fund operations during the Chapter 11 cases and commitments for a financing arrangement have been agreed with a four year term that will become effective upon Mattress Firm's exit from Chapter 11. The Mattress Firm Restructuring is intended to strengthen Mattress Firm's balance sheet and optimise its store footprint, and is expected to accelerate the turnaround of the Mattress Firm business.

- As part of the Restructuring and in connection with the Mattress Firm Restructuring:

- SUSHI, an intermediate holding company of Mattress Firm, has launched a scheme of arrangement in England to facilitate the exchange of certain liabilities which sit at SUSHI as part of a restructuring of the SUSHI financing; and

- The Mattress Firm sub-group has been moved within the Group structure to become a subsidiary of SEAG. This move facilitates the restructuring of certain material inter-company loans owed by SUSHI and the Mattress Firm Group.

In its announcement of 20 July 2018, the Company reported that the parties to the LUA would seek to implement the Restructuring within three months (subject to an automatic extension if certain conditions were met or any agreed extension).

The Company is pleased to report that discussions with the relevant creditors under the LUA in relation to the implementation of the Restructuring continue to progress well and the negotiations of the long form documentation required for the implementation of the Restructuring are well advanced. In order to finalise such documentation, the Company has today requested that creditors under the LUA provide their consent to an extension of the long-stop date (currently 20 October 2018, being three months from the LUA Effective Date) to 20 November 2018. It remains the objective of the Group to complete the Restructuring as soon as possible.

Danie van de Merwe, Acting CEO, Steinhoff International Holdings NV said:

"Over the last three months we have made substantial progress with the restructuring process, achieving a number of important milestones necessary to stabilise the Group's finances. During this period we have continued to receive significant support from creditors under the LUA and we remain in positive discussions with them. Negotiations on the implementation documentation are now well advanced and the one month extension to the long stop date will give us the necessary time to complete that process ahead of any necessary restructuring processes being launched."

Shareholders and other investors in the Company are advised to exercise caution when dealing in the securities of the Group.

Stellenbosch, 15 October 2018