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SHF - Steinhoff International Holdings - Acquisition Announcement STEINHOFF INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration Number 1998/003951/06) Share code: SHF & ISIN: ZAE000016176 ("Steinhoff" or "the Steinhoff Group") ACQUISITION BY PG BISON LIMITED ("PG") OF THE MINORITY INTERESTS IN THE NORTH EASTERN CAPE FORESTS JOINT VENTURE PARTNERSHIP ("the NECF JV") TOGETHER WITH THE SHARES IN, AND LOAN ACCOUNT CLAIMS AGAINST, GOEIEHOOP FARMING (PTY) LIMITED ("Goeiehoop") 1. THE ACQUISITION 1.1 Agreements were entered into on 2 November 2007 between PG (a subsidiary of Steinhoff) and the Industrial Development Corporation of South Africa Limited ("the IDC") ("the agreements") in terms of which PG has acquired from the IDC its minority interests in the NECF JV (including claims on capital and loan account) together with the shares in, and claims on loan account against Goeiehoop with effect from 30 September 2007 ("the acquisition"). 1.2 The total consideration for the acquisition amounts to R97 491 351 which is to be settled by the delivery (cum capital distribution) of 4 289 105 ordinary Steinhoff shares held as treasury shares by the Steinhoff Group ("the consideration shares"). 2. RATIONALE FOR THE ACQUISITION The acquisition will result in the elimination of the minority interest in the NECF JV and Goeiehoop, thereby streamlining and simplifying the ownership structure of the strategic NECF project as a whole. It is anticipated that this will also lead to the optimisation of synergies flowing from the vertical integration model applicable to this project. 3. FINANCIAL EFFECTS ON STEINHOFF Although the pro forma effects of the acquisition on Steinhoff`s earnings, headline earnings, net asset value and tangible net asset value per share are immaterial due to the relatively small size of the acquisition, the strategic importance of the acquisition is expected to benefit the Steinhoff group in future. 4. RELATED PARTY TRANSACTION AND INDEPENDENT FAIRNESS OPINION 4.1 The consideration shares constitute more than 0.25% but less than 1% of Steinhoff`s issued shares and, consequently, neither Steinhoff shareholder approval nor a circular to Steinhoff shareholders is required. However, as the IDC holds a material interest in one of Steinhoff`s subsidiaries, the acquisition constitutes a "small related party transaction" as defined in section 10.7 of the JSE Listings Requirements. As a result, a fairness opinion from an independent expert is required. 4.2 PricewaterhouseCoopers Corporate Finance (Pty) Limited has been appointed in this regard and has subsequently found the consideration to be fair to the ordinary shareholders of Steinhoff. Such opinion has been lodged with the JSE and will be available for inspection at the company`s registered office for a period of 28 days from the date of this announcement. Wynberg, Sandton 15 November 2007 Sponsor: PSG Capital (Pty) Limited Independent expert: PricewaterhouseCoopers Corporate Finance (Pty) Limited Date: 15/11/2007 17:21:02 Supplied by www.sharenet.co.za 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.
