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STEINHOFF INTERNATIONAL HOLDINGS N.V. - Public Dealing Disclosure By A Party To An Offer Or Person Acting In Concert

Release Date: 29/06/2016 12:45
Code(s): SNH     PDF:  
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Public Dealing Disclosure By A Party To An Offer Or Person Acting In Concert

STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019


                                                                                       FORM 8 (DD)

 PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN
    CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY
                             INVESTMENT CLIENTS)
            Rules 8.1, 8.2 and 8.4 of the Takeover Code (the “Code”)

1.       KEY INFORMATION

(a) Full name of discloser:
                                                                Steinhoff International Holdings NV
(b) Owner or controller of interests and short
    positions disclosed, if different from 1(a):
    The naming of nominee or vehicle companies is                        Steinhoff Europe AG
    insufficient. For a trust, the trustee(s), settlor and
    beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose
    relevant securities this form relates:                              Poundland Group Plc
    Use a separate form for each offeror/offeree
(d) Status of person making the disclosure:
    e.g. offeror, offeree, person acting in concert with                     OFFEROR
    the offeror/offeree (specify name of offeror/offeree)
(e) Date dealing undertaken:
                                                                              28/06/16
(f) In addition to the company in 1(c) above, is the
    discloser making disclosures in respect of any                              N/A
    other party to the offer?
    If it is a cash offer or possible cash offer, state “N/A”

2.       POSITIONS OF THE PERSON MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.

(a)      Interests and short positions in the relevant securities of the offeror or offeree
         to which the disclosure relates following the dealing

Class of relevant security:                                      1p Ordinary

                                                  Interests                    Short positions
                                                Number             %           Number          %
(1) Relevant securities owned
                                              63,373,352         23.59           N/A           N/A
    and/or controlled:
(2) Cash-settled derivatives:
                                                  N/A             N/A            N/A           N/A
(3) Stock-settled derivatives
    (including options) and                       N/A             N/A            N/A           N/A
    agreements to purchase/sell:
                                              63,373,352         23.59           N/A           N/A
      TOTAL:
                                                                                                     


All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or
agreements to purchase or sell relevant securities, should be given on a Supplemental
Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements
should be disclosed on a Supplemental Form 8 (SBL).

(b)       Rights to subscribe for new securities (including directors’ and other employee
          options)

Class of relevant security in relation to
                                                                           N/A
which subscription right exists:
Details, including nature of the rights
                                                                           N/A
concerned and relevant percentages:

3.        DEALINGS BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of the offeror or
offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class
of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a)       Purchases and sales

(i)       Party to an offer or person acting in concert (except for a principal trader in the
          same group as a connected adviser)

  Class of relevant             Purchase/sale               Number of             Price per unit
      security                                              securities
       ORDS                       Purchase                   170,173                  195.00p

(ii)      Principal trader where the sole reason for the connection is that the principal
          trader is in the same group as a connected adviser

       Class of             Purchases/        Total number       Highest price        Lowest price
       relevant               sales           of securities         per unit             per unit
       security                                                  paid/received        paid/received



(b)       Cash-settled derivative transactions

       Class of         Product               Nature of dealing          Number of       Price per
       relevant        description          e.g. opening/closing a       reference          unit
       security         e.g. CFD              long/short position,       securities
                                            increasing/reducing a
                                               long/short position



(c)       Stock-settled derivative transactions (including options)

(i)       Writing, selling, purchasing or varying

 Class            Product        Writing,       Number      Exercise       Type       Expiry    Option
                                                                                                

   of        description   purchasing,         of        price       e.g.         date       money
relevant       e.g. call     selling,     securities    per unit   American,                  paid/
security        option     varying etc.    to which                European                 received
                                            option                   etc.                   per unit
                                            relates



(ii)      Exercise

       Class of         Product           Exercising/        Number of          Exercise price
       relevant       description          exercised         securities            per unit
       security      e.g. call option       against



(d)       Other dealings (including subscribing for new securities)

Class of relevant           Nature of dealing               Details            Price per unit (if
    security          e.g. subscription, conversion                              applicable)




4.        OTHER INFORMATION

(a)       Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding,
formal or informal, relating to relevant securities which may be an inducement to deal
or refrain from dealing entered into by the party to the offer or person acting in concert
making the disclosure and any other person:
Irrevocable commitments and letters of intent should not be included. If there are no such
agreements, arrangements or understandings, state “none”

None


(b)       Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between
the party to the offer or person acting in concert making the disclosure and any other
person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which
     any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”

None


(c)       Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)                                                   NO

Supplemental Form 8 (SBL)                                                              NO
                                                                                          


Date of disclosure:
                                                                 29/06/16
Contact name:                                      Steinhoff Secretarial Services (Pty)
                                                          Limited (SJ Grobler)
Telephone number:
                                                             +27 21 808 0750
PSG Capital Proprietary Limited (JSE Sponsor)

29 June 2016

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information
Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.
The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s
dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

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