STEINHOFF SERVICES LIMITED - Steinhoff Services Limited-Notice of Request for Written Consent of Noteholders

Steinhoff Services Limited-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.   This notice of request for consent (this Consent Request) is
     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
     3 November 2015 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 of the Programme
     Memorandum and the Applicable Pricing Supplements (as defined
     below)    in   order  to,   inter   alia,   replace   Steinhoff
     International Holdings Limited as a guarantor under the
     Programme, with Steinhoff International Holdings N.V. 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:

3.1.   amend and restate the Terms and Conditions of the Programme
       Memorandum in order to, inter alia, provide for the
       appointment of an additional guarantor, namely the Steinhoff
       International Holdings N.V., and the removal of Steinhoff
       International Holdings Limited as a guarantor under the
       Programme; and

3.2.   amend and restate the applicable pricing supplements (the
       Applicable Pricing Supplements) set out below in paragraphs
       4.1.1 to 4.1.13 by inter alia replacing references to
       “Steinhoff International Holdings Limited” with references to
       “Steinhoff International Holdings N.V.” and consequentially
       removing references to the Credit Rating of Steinhoff
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      International Holdings Limited and replacing this with
      references to the Credit Rating of Steinhoff International
      Holdings N.V.,

     by completing the Consent Notice (available on request form
     the Transfer Agent) and delivering the 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 14 December 2016 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.

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 SHS01 (the SHS01 Notes);

4.1.2.   Applicable Pricing Supplement for Tranches 1 and 2 of the
         Notes issued under stock code SHS04 (the SHS04 Notes);

4.1.3.   Applicable Pricing Supplement for Tranches 1 and 2 of the
         Notes issued under stock code SHS05 (the SHS05 Notes);

4.1.4.   Applicable Pricing Supplement for the Notes issued under
         stock code SHS06 (the SHS06 Notes);

4.1.5.   Applicable Pricing Supplement for the Notes issued under
         stock code SHS12 (the SHS12 Notes);

4.1.6.   Applicable Pricing Supplement for the Notes issued under
         stock code SHS14 (the SHS14 Notes);

4.1.7.   Applicable Pricing Supplement for the Notes issued under
         stock code SHS19 (the SHS19 Notes);

4.1.8.   Applicable Pricing Supplement for the Notes issued under
         stock code SHS22 (the SHS22 Notes);

4.1.9.   Applicable Pricing Supplement for the Notes issued under
         stock code SHS23 (the SHS23 Notes);


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4.1.10. Applicable Pricing Supplement for the Notes issued under
        stock code SHS24 (the SHS24 Notes);

4.1.11. Applicable Pricing Supplement for the Notes issued under
        stock code SHS25 (the SHS25 Notes);

4.1.12. Applicable Pricing Supplement for the Notes issued under
        stock code SHS26 (the SHS26 Notes);

4.1.13. Applicable Pricing Supplement for the Notes issued under
        stock code SHS28 (the SHS28 Notes).

5.   The draft amended and restated programme memorandum (the
     Amended and Restated Programme Memorandum) is available on the
     Issuer’s website at www.steinhoffinternational.com.

6.   The changes marked against the current Programme Memorandum
     are     available     on     the Issuer’s     website    at
     www.steinhoffinternational.com.

7.   The changes marked-up against each of the Applicable Pricing
     Supplements   are  available   on the  Issuer’s  website  at
     www.steinhoffinternational.com.

8.   The Amended and Restated Programme Memorandum, the changes
     marked-up against the current Programme Memorandum, the
     changes marked-up against each of the Applicable Pricing
     Supplements and the Consent Notice are also available on
     request from the Transfer Agent.    Requests should be sent to
     Alexi Contogiannis at Alexi.Contogiannis@standardbank.co.za
     and by telephone at +27 11 721 8003.

9.   This Notice is being delivered to the JSE 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.



29 November 2016

Debt Sponsor: The Standard Bank of South Africa Limited




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