STEINHOFF INTERNATIONAL HOLDINGS N.V. - Update On Disposal Of Kika/Leiner

Update On Disposal Of Kika/Leiner

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

Steinhoff Investment Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1954/001893/06)
JSE Code: SHFF
ISIN: ZAE000068367


Steinhoff – Update on disposal of Kika/Leiner
Steinhoff International Holdings N.V. (the “Company” and with its subsidiaries, the “Group”)

Further to the Company’s announcement on 14 June 2018 (the “Previous Announcement”),
the Company is pleased to announce that definitive transaction documents have now been
entered into by certain Group companies (the “Sellers”) in respect of the sale of the
Kika/Leiner operating companies (the “OpCos”) and property holding companies (the
“PropCos”) to SIGNA Holding GmbH (the “Purchaser”) (the “Disposals” and each a
“Disposal”).

The Purchaser has now completed its confirmatory due diligence with regard to the OpCos.
The key terms of the Disposals, which are consistent with those set out in the conditional offer
and outlined in the Previous Announcement, are set out below:

    •   Disposal of OpCos. The consideration for each of the OpCos shall be a nominal
        amount. The sale of the OpCos is conditional upon merger clearance being received
        from the competition authorities in each of Austria, the Czech Republic and Slovakia
        on or before the long-stop date of 30 September 2018. It is acknowledged in the OpCo
        sale and purchase agreement that Steinhoff Europe AG is released from all support
        commitments it had to the OpCos.

    •   Disposal of PropCos. The consideration for the PropCos is based on an enterprise value
        of circa €490 million which is subject to certain agreed balance sheet adjustments
        (including in relation to any secured indebtedness) determined as at the date of
        closing of the sale (“Closing” which in no event shall occur prior to 30 September 2018).
        The sale of the PropCos is conditional upon approvals being obtained from
        competent national competition authorities and closing of the sale of the OpCos. In
        addition, the Purchaser has the right to terminate the sale and purchase agreements
        for the PropCos in certain circumstances, and thus only continue with the acquisition
        of the OpCos, including: (i) at any time up to and including 15 August 2018; and (ii) if
        the adjusted consideration, calculated by reference to the 30 June 2018 balance
        sheet, would fall below an agreed level of minimum proceeds. If Closing has not
        occurred on or before 2 January 2019, either party may decide to terminate the sale
        and purchase agreements in respect of the PropCos.

Danie van der Merwe, acting Steinhoff CEO, explained that “the withdrawal of credit
insurance cover to Kika/Leiner created significant liquidity constraints for the Kika/Leiner
businesses which would have placed significant further cash demands on the wider Steinhoff
Group given the businesses are both loss-making and require significant investment to
implement the turnaround”. He added. “SIGNA was founded 18 years ago and has become
a European leader comprising both SIGNA Retail (in 127 locations across Europe) and SIGNA
Real Estate. SIGNA has prior restructuring experience in the retail sector (with Karstadt) and as
such offers the Kika/Leiner business, its suppliers, customers and employees the support
required at this time. Steinhoff would like to thank the Kika/Leiner management team and all
the employees of Kika/Leiner for their loyalty and hard work during this very difficult time for
our Group”.

Shareholders and other investors in the Company are advised to exercise caution when
dealing in the securities of the Group.


JSE Sponsor: PSG Capital
Stellenbosch, 22 June 2018

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