DGAP-News: Steinhoff International N.V.

Steinhoff - Update on waiver proposals to certain financial creditors under European central financings

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

As previously announced, in the weeks following the announcement on 5 December 2017, the Group faced the suspension or withdrawal of facilities and other lines of credit that had previously been available to the Group. Management's focus was therefore to secure the near-term liquidity requirements of the relevant individual business units. Those liquidity requirements have now largely been addressed.

Building on the recent stability measures, a key focus for the Group in the coming months, is to consider the Group's strategic options and to develop a plan to address the Group's financial indebtedness in conjunction with the Group's financial creditors. As part of that process and with reference to the announcement dated 18 January 2018, in which the Company mentioned that it would embark on a waiver proposal process, the Group will shortly be recommending that certain of its financial creditors support the Group by providing limited waivers under certain of the Group's existing European holding companies' financing arrangements.

The purpose of the waiver proposals is to continue to create a window of stability until 30 June 2018 for the Group, to allow management to focus on maintaining the trading performance of the individual business units and the development of the Group's strategic options plan (the "Waiver Proposals"). The Waiver Proposals also enable the Group to seek to establish a consistent approach to the Group's numerous financial creditors, whilst having regard the creditors' specific interests.

The key elements of the Waiver Proposals will be to seek a waiver of any possible defaults (including any related certification requirements) in respect of the matters referred to in the public announcements of the Company to date since 5 December 2017, including, in particular, matters associated with the postponement of the publication of the Company's consolidated financial statements for the year ending 30 September 2017 and the restatement of any prior year accounts.

The Waiver Proposals will not seek a waiver of any payment default or any potential future defaults if caused by the occurrence of new events or circumstances. As previously announced, the Waiver Proposals will not include: (i) the financings of the Mattress Firm sub-group; (ii) the financings of the Steinhoff UK sub-group (which includes Pepkor Europe and Poundland UK); (iii) the financing arrangements of the South African sub-group; (iv) the financing arrangements of the Australian sub-group; or (v) the financings of the Conforama sub-group.

The Group continues to expect to be in a position to pay cash interest on all its existing financial indebtedness at the ordinary contractual rate over the near-term forecasted period, noting that this remains under constant review.

As part of the Waiver Proposals, the Company is likely to voluntarily agree to commit to certain general undertakings for a period to 30 June 2018. These undertakings are likely to include the following commitments: (i) the Company not to declare, make or pay any dividend; (ii) certain members of the Group not to undertake acquisitions or mergers (subject to certain exceptions); and (iii) the Company to procure the cancellation of available commitments under certain of the Group's existing financings, if requested by lenders (as has been already agreed in respect of certain of the Group's facilities, including an agreed undrawn portion of its EUR2.9 billion revolving credit facility).

The Group will be seeking responses to its Waiver Proposals (once proposed) in the coming weeks and will provide an update in due course. While the Company is confident that it will receive sufficient support from its finance providers to obtain these limited waivers, there can be no assurance that the Company will be able to reach agreement with its finance providers on acceptable terms or at all.

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

Stellenbosch, 2 February 2018