STEINHOFF INTERNATIONAL HOLDINGS LIMITED N.V. - Listing Of Steinhoff N.V

Listing Of Steinhoff N.V

 STEINHOFF INTERNATIONAL HOLDINGS                  STEINHOFF INTERNATIONAL HOLDINGS
 LIMITED                                           N.V.
 (Incorporated in the Republic of South Africa)    (FORMERLY GENESIS INTERNATIONAL
 (Registration number: 1998/003951/06)             HOLDINGS N.V.)
 Ordinary share code: SHF                          (Incorporated in the Netherlands)
 ISIN: ZAE000016176                                (Registration number: 63570173)
 (“Steinhoff”)                                     Share code: SNH
                                                   ISIN: NL0011375019
                                                   (“Steinhoff N.V.”)


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION



ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT HAVING BECOME
OPERATIVE, THE PRIMARY LISTING OF STEINHOFF N.V. ON THE FRANKFURT STOCK
EXCHANGE WITH AN INWARD SECONDARY LISTING ON THE JOHANNESBURG STOCK
EXCHANGE

Listing of Steinhoff N.V.

Steinhoff N.V. shareholders (previously Steinhoff shareholders) (“Shareholders”) are referred to the
announcement published by Steinhoff N.V. and Steinhoff on 20 November 2015 which noted that all
of the conditions precedent to the scheme of arrangement by which Steinhoff N.V. was to acquire
the entire issued ordinary share capital of Steinhoff (“Scheme”) for a consideration of one Steinhoff
N.V. ordinary share, credited as fully paid, for each Steinhoff ordinary share held had been fulfilled
or waived, where applicable, and that the Scheme had become unconditional. On the same date
Steinhoff N.V. further published a prospectus (“FSE Prospectus”) for purposes of the contemplated
admission to trading of the Steinhoff N.V. ordinary shares (“Shares”) on the regulated market
segment (Regulierter Markt) of the Frankfurt Stock Exchange (“FSE”).

Shareholders are hereby informed that as of today, the Scheme became operative and the Shares
will commence trading on the FSE. Trading of the Shares on the Johannesburg Stock Exchange
(“JSE”), where Steinhoff N.V. has a secondary listing, commenced on 30 November on a deferred
settlement basis, in anticipation of the receipt of such Shares upon the Scheme becoming operative
today. Shareholders will have their accounts held at their CSDP or broker updated today.

De-listing of Steinhoff

The listing of Steinhoff ordinary shares (Share Code: SHF, ISIN: ZAE000016176) on the main board
of the JSE will be terminated at the commencement of trading in Johannesburg today.

Steinhoff Investment Holding Limited Perpetual Preference Shares

The listing on the JSE of the variable rate cumulative non-redeemable non-participating preference
shares of no par value in the capital of Steinhoff Investment Holding Limited (“Steinhoff
Investment”) (share code: SHFF, ISIN: ZAE000068367) will continue and will not in any way be
affected by the Scheme. Accordingly, the holders thereof will remain subject to the risks and benefits
attaching to such shares in accordance with the terms and conditions as set out in the Steinhoff
Investment memorandum of incorporation.
FSE Prospectus

A copy of the FSE Prospectus and the documents incorporated by reference therein, subject to the
regulatory and other restrictions referred to under “Important Information” below, are available on
Steinhoff N.V.’s website at www.steinhoffinternational.com.

Shareholders should note that Dero Bank AG, Herzog-Wilhelm-Str. 26. 80331 München will act as
paying agent in Germany for Steinhoff N.V.

Steinhoff International Holdings N.V.
7 December 2015


International Legal Advisors to Steinhoff

Linklaters LLP

Joint South African Legal Advisors to Steinhoff

Cliffe Dekker Hofmeyr Inc.

Werksmans Inc.

Listing Agent

COMMERZBANK Aktiengesellschaft

Reporting Accountants to Steinhoff and Steinhoff N.V.

Deloitte & Touche

Reporting Accountants to Steinhoff N.V.

Baker Tilly Greenwoods

Transaction Sponsor

Absa Bank Limited

Independent Sponsor

PSG Capital Proprietary Limited



IMPORTANT INFORMATION

These materials are not for distribution, directly or indirectly, in or into the United States (including
its territories and possessions, any State of the United States and the District of Columbia), Australia,
Canada or Japan. These materials do not constitute or form a part of any offer or solicitation to
purchase or subscribe for securities in the United States, Australia, Canada or Japan. The securities
mentioned herein (the “Shares”) have not been, and will not be, registered under the United States
Securities Act of 1933 (the “Securities Act”). The Shares may not be offered or sold in the United
States except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. There will be no public offer of securities in the United States,
Canada, Australia and Japan.

Date: 07/12/2015 09:02:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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