Sharenet Sites 
Sharenet Sites
Notice Of Request For Written Consent Of Noteholders
STEINHOFF SERVICES LIMITED
(Registration Number: 1983/006201/06)
(the Issuer)
NOTICE OF REQUEST FOR WRITTEN CONSENT OF NOTEHOLDERS
1. The Issuer issued a notice of request for written consent of
noteholders dated on or about 24 January 2018 (the Consent
Request) was delivered by the Issuer to each holder of Notes
(the Noteholders) issued under the Issuer’s ZAR15,000,000,000
Domestic Medium Term Note Programme (the Programme) pursuant
to the section headed “Terms and Conditions of the Notes” (the
Terms and Conditions) in the programme memorandum dated 15
December 2016 and as amended and restated from time to time
(the Programme Memorandum), in accordance with Condition 19
(Notices) of the Terms and Conditions for the purposes of
obtaining the Noteholders’ written consent to amend and
restate the Terms and Conditions the Applicable Pricing
Supplements (as defined below) in order to reduce the maturity
date and to make consequential changes to the Applicable
Pricing Supplements.
2. Capitalised terms used herein which are not otherwise defined
shall bear the meaning ascribed thereto in the Terms and
Conditions.
3. The Issuer seeks the Noteholders’ consent in accordance with
Condition 20 (Amendment of these Conditions) of the Terms and
Conditions to reduce the Maturity Date in each of the
Applicable Pricing Supplements (as defined below) to 23
February 2018.
4. The following Applicable Pricing Supplements relating to the
Notes currently Outstanding pursuant to the Programme
Memorandum (the Applicable Pricing Supplements) will be
amended and restated:
4.1.1. Applicable Pricing Supplement for the Notes issued under
stock code SHS22 (the SHS22 Notes);
4.1.2. Applicable Pricing Supplement for the Notes issued under
stock code SHS23 (the SHS23 Notes);
4.1.3. Applicable Pricing Supplement for the Notes issued under
stock code SHS24 (the SHS24 Notes);
4.1.4. Applicable Pricing Supplement for the Notes issued under
stock code SHS25 (the SHS25 Notes); and
4.1.5. Applicable Pricing Supplement for the Notes issued under
stock code SHS26 (the SHS26 Notes);
4.1.6. Applicable Pricing Supplement for the Notes issued under
stock code SHS28 (the SHS28 Notes);
4.1.7. Applicable Pricing Supplement for Tranches 1, 2 and 3 of
the Notes issued under stock code SHS30 (the SHS30 Notes);
4.1.8. Applicable Pricing Supplement for Tranches 1, 2 and 3 and 4
of the Notes issued under stock code SHS31 (the SHS31
Notes);
4.1.9. Applicable Pricing Supplement for the Notes issued under
stock code SHS32 (the SHS32 Notes);
4.1.10. Applicable Pricing Supplement for the Notes issued under
stock code SHS33 (the SHS33 Notes); and
4.1.11. Applicable Pricing Supplement for the Notes issued under
stock code SHS34 (the SHS34 Notes).
5. The Noteholders are requested to provide their consent to the
abovementioned proposals by completing the Consent Notice
annexed hereto as Schedule 1 and delivering same to the
registered office of the relevant CSD Participant that
provided said Noteholder with the Consent Notice, and
providing a copy thereof to The Standard Bank of South Africa
Limited, acting through its Corporate and Investment Banking
Division and the Issuer by no later than 17h00 on 20 February
2018 in accordance with the terms and conditions of Schedule
1. The relevant CSD Participant will then notify Strate
Proprietary Limited of the total number of Consent Notices
received, both in favour and not in favour of the proposed
amendments.
6. The changes marked-up against each of the Applicable Pricing
Supplements for the listed Notes are available on Issuer’s
website at www.steinhoffinternational.com.
7. This Notice is being delivered to Strate Proprietary Limited
in accordance with Condition 20 (Amendment of these
Conditions) of the Terms and Conditions as read with Condition
19 (Notices) of the Terms and Conditions.
The Standard Bank of South Africa Limited
Debt Sponsor
Date: 24 January 2018
SCHEDULE 1
For completion by Noteholders in terms of Condition 20 (Amendment
of these Conditions) of the Terms and Conditions.
CONSENT NOTICE
A We refer to the Notice of request for written consent of
Noteholders dated on or about 24 January 2018 and provided in
accordance with Condition 20 (Amendment of these Conditions)
of the Terms and Conditions as read with Condition 19
(Notices) of the Terms and Conditions (the Consent Request).
B Defined terms used in this Consent Notice (the Consent Notice)
shall have the meanings given to them in the Consent Request
unless otherwise indicated.
I/We
being a holder/holders of Notes issued by the Issuer under the
Programme hereby confirm:
1. [I/We currently hold [insert Nominal Amount of Notes held]
with Stock Code
[SHS22]/[SHS23]/[SHS24]/[SHS25]/[SHS26]/[SHS28]/[SHS30]/[SHS31
]/[SHS32]/[SHS33]/[ SHS34].
2. We acknowledge receipt of the Consent Request, in which the
Issuer seeks the written consent of Noteholders to amend and
restate the Applicable Pricing Supplements pertaining to the
Outstanding Notes.
3. We hereby [consent/do not consent] in terms of Condition 20
(Amendment of these Conditions) of the Terms and Conditions to
the proposed amendments as set out above and as contained in
the Applicable Pricing Supplements referred to in the Consent
Request.
SIGNED at _____________ on this the _________ day of________ 2018.
For and on behalf of
[INSERT NOTEHOLDER]
________________________________ ________________________________
Name: Name:
Capacity: Authorised signatory Capacity: Authorised signatory
Who warrants his/her authority Who warrants his/her authority
hereto hereto
NOTES
This Consent Notice must be lodged with the relevant CSD
Participant of each Noteholder (that provided said Noteholder with
the Consent Notice), as follows:
1. in respect of the relevant CSD Participant, either the
original form may be lodged at the registered address of such
CSD Participant or a copy of the form may be faxed or emailed
to such CSD Participant (with the original to follow shortly
thereafter);
2. on receipt of this Consent Notice, the relevant CSD
Participant must then notify Strate Proprietary Limited of the
total number of Consent Notices received, both in favour and
not in favour of the proposed amendments by fax to Strate
Proprietary Limited for the attention of Steven Ingleby at fax
number +27 11 759 5500) or by e-mail to steveni@strate.co.za
copying cdadmin@strate.co.za by no later than 17:00 on 20
February 2018; and
3. a copy of the form must be emailed the Issuer, for the
attention of Johan Geldenhuys
johan.geldenhuys@steinhoff.co.za, by no later than 17:00 on 20
February 2018.
Date: 24/01/2018 01:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
