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STEINHOFF INTERNATIONAL HOLDINGS N.V. - The Potential Listing Of Steinhoffs African Retail Assets On The JSE Limited And Cautionary Announcement

Release Date: 17/05/2017 17:00
Code(s): SNH
Wrap Text
The Potential Listing Of Steinhoff’s African Retail Assets On The JSE Limited And Cautionary Announcement

Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019
("Steinhoff" or the “Company”)

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL.

THE POTENTIAL LISTING OF STEINHOFF’S AFRICAN RETAIL ASSETS ON THE JSE LIMITED AND
CAUTIONARY ANNOUNCEMENT

1.   Introduction

     Shareholders of Steinhoff are hereby advised that the Company is evaluating and initiating
     steps to establish the separate listing of its African retail businesses on the main board of the
     JSE Limited (“JSE”) (the “Listing”).

     Prior to the Listing, Steinhoff will consolidate its African retail businesses, with assets including
     Pepkor South Africa and rest of Africa, JD Group, Unitrans Automotive, Steinbuild, Poco South
     Africa and Tekkie Town (collectively, “Steinhoff Africa Retail Assets”), under a single holding
     company (“ListCo”).

     The Steinhoff Africa Retail Assets are comprised of highly recognisable retail brands that have
     an extensive retail footprint and impressive growth track-record, both in South Africa and the
     rest of Africa.


2.   Rationale

     Steinhoff will continue to own a controlling interest in ListCo and it is the vision of Steinhoff to
     create a diversified multi-format listed retail company of significant size and scale with its roots
     in Africa.

     The Listing will result in Steinhoff’s African retail exposure being held through a separately listed
     entity which can be independently valued as an emerging market, African-focused retail
     company. The establishment of a listed reference price for the Steinhoff Africa Retail Assets
     will avoid these assets being undervalued.
     A separation of Steinhoff’s emerging market retail business and developed market retail
     business will be a natural progression for the respective businesses given the divergent
     strategic focus in each market.

3.   Timing

     ListCo has appointed Citigroup Global Markets Limited, Investec Bank Limited, Morgan
     Stanley & Co International Plc and Rand Merchant Bank (a division of FirstRand Bank Limited)
     to advise on the proposed Listing.

     Any decision to proceed with the Listing will be subject to a number of factors, including, inter
     alia, market conditions and regulatory approvals. It is contemplated that the Listing will be
     completed in the third quarter of 2017.

     The Listing will include a capital raise to achieve the required public shareholder spread, with
     Steinhoff retaining control in ListCo.


4.   Cautionary Announcement

     The Listing may have a material effect on the price of the securities of Steinhoff. Accordingly,
     shareholders are required to exercise caution when dealing in the Company’s shares until a
     further announcement is made.

Stellenbosch

17 May 2017

Transaction and Corporate sponsor to Steinhoff and ListCo

PSG Capital (Pty) Ltd

Legal Advisers to Steinhoff and ListCo

Cliffe Dekker Hofmeyr Incorporated
Linklaters LLP
Girard Hayward Inc
Important Notice

The information contained in this announcement is restricted and not for release, publication or
distribution, directly or indirectly, in whole or in part in, into or from the United States (including its
territories and possessions, any state of the United States and the District of Columbia, collectively
the “United States”), Australia, Canada, Japan or any other jurisdiction in respect of which the
release, publication or distribution, directly or indirectly, of this announcement would constitute a
violation of the relevant laws of such jurisdiction.

The securities mentioned herein have not been and will not be registered under the United States
Securities Act of 1933 (the “Securities Act”)or the securities laws of any other jurisdiction, and may
not be offered, sold or transferred, directly or indirectly, in the United States absent registration
under the Securities Act or an available exemption from, or except in a transaction not subject to,
the registration requirements of the Securities Act and the securities laws of any other jurisdiction.
There will be no public offering of securities in the United States.

Certain forward-looking statements

This announcement contains certain forward-looking statements with respect to certain of the
Company’s current expectations and projections about future events. These statements, which
sometimes use words such as “will”, “aim”, “anticipate”, “believe”, “intend”, “plan”, “estimate”,
“expect” and words of similar meaning, reflect the directors’ beliefs and expectations and involve
a number of risks, uncertainties and assumptions that could cause actual results and performance
to differ materially from any expected future results or performance express or implied by the
forward-looking statement. Statements contained in this announcement regarding past trends or
activities should not be taken as a representation that such trends or activities will continue in the
future. The information contained in this announcement is subject to change without notice and,
except as required by applicable law, the Company does not assume any responsibility or
obligation to update publicly or review any of the forward-looking statements contained herein.

Language:        English
Company:         Steinhoff International Holdings N.V.
                 Herengracht 466, 1017 CA Amsterdam, Netherlands
Phone:           +27218080700
Fax:             +27218080800
E-mail:          investors@steinhoffinternational.com
Internet:        www.steinhoffinternational.com
ISIN:            NL0011375019
WKN:             A14XB9
Indices:         MDAX
Listed:          Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in
                 Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange
                 and secondary listed on the main board of the JSE Limited, Johannesburg,

Date: 17/05/2017 05:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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