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Waiver of mandatory offer
Steinhoff International Holdings Limited
Incorporated in the Republic of South Africa
Registration number 1998/003951/06
Share code: SHF
ISIN: ZAE000016176
(“Steinhoff” or “the Company”)
WAIVER OF MANDATORY OFFER
Steinhoff shareholders (“Shareholders”) are referred to the announcement released on SENS on 26
January 2015 which detailed the results of the general meeting of Shareholders held on even date
wherein it was stated that, inter alia, 73.01379% of the votes of independent Shareholders were cast
in favour of the waiver of the requirement for a mandatory offer by the "Voting Pool Parties" as
defined in the circular to Shareholders dated 15 December 2014 ("Circular"), in terms of regulation
86(4) of the Companies Regulations, 2011 ("Regulations").
An application was subsequently made to the Takeover Regulation Panel (“TRP”) for an exemption
from the obligation of the Voting Pool Parties to make a mandatory offer to the remaining
Shareholders, in accordance with the TRP's guideline 2/2011 concerning waivers of mandatory offers
("TRP Guideline").
Shareholders were advised in the Circular that any Shareholder who wished to make representations
relating to the waiver, had 15 business days from the date of posting of the Circular to make such
representations to the TRP. Any such representations would be taken into account before the TRP
would consider its ruling.
The TRP has granted the application and has ruled that (i) the Voting Pool Parties are exempted
from the obligation to make a mandatory offer at R57.00 per share in terms of section 123 of the
Companies Act, 71 of 2008, to the remaining Shareholders; (ii) all persons presumed to be acting in
concert with the Voting Pool Parties in terms of regulation 84(1) of the Regulations are similarly
exempted; and (iii) representations that were made by a single Shareholder in respect of the waiver,
were dismissed.
In terms of the TRP Guideline, Shareholders are hereby informed that they may request the
Takeover Special Committee to review the TRP's ruling within five business days of this
announcement. After expiry of the aforesaid five business day period, the TRP waiver proceedings
shall be regarded as completed.
By order of the Board
Wynberg, Sandton
10 February 2015
Investment bank and transaction sponsor
Investec Bank Limited
Sponsor
PSG Capital (Pty) Ltd
Legal adviser
Cliffe Dekker Hofmeyr Incorporated
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