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Statement Regarding Possible Offer for Poundland Group PLC ("Poundland")
STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This announcement is not an announcement of a firm intention to make an offer under Rule 2.7
of the City Code on Takeovers and Mergers (the "Code") and there can be no certainty that any
such offer will be made nor as to the terms on which any such offer would be made.
For immediate release
24 June 2016
Steinhoff International Holdings NV
("Steinhoff" or the "Company")
Statement Regarding Possible Offer for Poundland Group PLC ("Poundland")
Following our announcement on 15 June 2016, we have since been notified that the Board of Poundland
has not accepted our proposal regarding a possible cash offer for the entire issued and to be issued
share capital of Poundland.
The Board of Steinhoff notes the full year results for the year ended 27 March 2016 released by
Poundland on 16 June 2016, the recent movement in the share price of Poundland and the impact of
the EU Referendum on global markets.
The Board of Steinhoff is considering its position and a further announcement will be made in due
course.
Enquiries:
Steinhoff International Holdings NV Tel: +27 (0)21 808 0711
Mariza Nel (Investor Relations)
Nick Agarwal (UK Press) Tel: +44 (0)75 6810 1045
Investec Bank plc (financial adviser to Steinhoff) Tel: +44 (0)20 7597 4000
Andrew Pinder / Symmie Swil
Sara Hale / Henry Reast (Corporate Broking)
PSG Capital Proprietary Limited (JSE Sponsor)
About Steinhoff:
Steinhoff is an integrated retailer that retails, sources and manufacturing household goods and general
merchandise in Europe, Africa and Australasia. Retail operations are positioned towards price
conscious (value) consumer segments, providing them with affordable products through a vertically
integrated supply chain.
Our integrated retail divisions comprise of:
- Household goods (furniture and homeware retail businesses)
- General Merchandise focusing on clothing and footwear, accessories and homeware.
- Automotive dealerships in South Africa which provides a broad range of new and pre-owned
vehicles, parts, insurance, accessories and servicing. In addition Hertz car rental outlets are
included in this segment.
The group's property portfolio remains a key strategic component in securing a relevant infrastructure
and store network for its integrated retail businesses.
Steinhoff has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the
Johannesburg Stock Exchange and has a current market capitalisation of approximately €20 billion,
approximately 105,000 employees and broad global operations with a presence in Continental Europe,
Southern Africa, the UK and the Pacific Rim. Steinhoff reported revenue and operating profit for the
nine-months ended 31 March 2016 of €9.9 billion and €1.1 billion, respectively.
The release, publication or distribution of this announcement in certain jurisdictions may be restricted
by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other
jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to
comply with applicable requirements may constitute a violation of the securities law of any such
jurisdiction.
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or
the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of,
any securities whether pursuant to this announcement or otherwise.
Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated
by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting for Steinhoff and
no one else in connection with the contents of this announcement and will not be responsible to anyone
other than Steinhoff for providing the protections afforded to clients of Investec or for providing advice
in relation to the contents of this announcement or any other matters referred to in this announcement.
Disclosure requirements of the Takeover Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must
make an Opening Position Disclosure following the commencement of the offer period and, if later,
following the announcement in which any securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following
the announcement in which any securities exchange offeror is first identified. Relevant persons who
deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the
deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class
of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was first identified. You
should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as
to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Date: 24/06/2016 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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