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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:
29/06/16
(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
63,473,352 23.62 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:
63,473,352 23.62 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 100,000 205.00p
(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:
30/06/16
Contact name: Steinhoff Secretarial Services (Pty)
Limited (SJ Grobler)
Telephone number:
+27 21 808 0750
PSG Capital Proprietary Limited (JSE Sponsor)
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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