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STEINHOFF INTERNATIONAL HOLDINGS LIMITED - Finalisation announcement in respect of the Scheme of Arrangement

Release Date: 20/11/2015 14:01
Code(s): SHF SHFF     PDF:  
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Finalisation announcement in respect of the Scheme of Arrangement

STEINHOFF INTERNATIONAL HOLDINGS LIMITED              STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Republic of South Africa)        (FORMERLY, GENESIS INTERNATIONAL HOLDINGS N.V.)
(Registration number 1998/003951/06)                  (Incorporated in the Netherlands)
Ordinary share code: SHF                              (Registration number 63570173)
ISIN code: ZAE000016176                                ("Steinhoff N.V.")
("Steinhoff")

STEINHOFF INVESTMENT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1954/001893/06)
Preference share code: SHFF
ISIN code: ZAE000068367


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE
LAW OR REGULATION


FINALISATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT IN TERMS OF WHICH
STEINHOFF N.V. WILL ACQUIRE ALL OF THE STEINHOFF ORDINARY SHARES IN EXCHANGE FOR STEINHOFF N.V.
ORDINARY SHARES, AS AN INTEGRAL PART OF THE PRIMARY LISTING OF STEINHOFF N.V. ON THE FRANKFURT STOCK
EXCHANGE AND AN INWARD SECONDARY LISTING ON THE JOHANNESBURG STOCK EXCHANGE


Steinhoff shareholders (“Shareholders”) are referred to the offer made by Steinhoff N.V., to acquire the entire
issued ordinary share capital of Steinhoff by way of a scheme of arrangement (“Scheme”) in terms of section
114 of the Companies Act, No 71 of 2008 (“Companies Act”), for a consideration of one Steinhoff N.V. ordinary
share, credited as fully paid, for each Steinhoff ordinary share held (“Scheme Consideration”), and the
announcement published on the Stock Exchange News Service (“SENS”) of the JSE Limited (“JSE”) on 7
September 2015, in terms of which Shareholders were advised that all of the resolutions contained in the notice
of the general meeting of Shareholders held on the same date (“General Meeting”) were passed by the
requisite majorities of Shareholders.

Shareholders are now advised that the Takeover Regulation Panel (“TRP”) has issued a compliance certificate
in terms of section 121(b)(i) of the Companies Act. Accordingly, all of the conditions precedent to the Scheme
have been fulfilled or waived, where applicable, and the Scheme has become unconditional.

Steinhoff N.V. today published a prospectus (“FSE Prospectus”), as approved by the Dutch Authority for the
Financial Markets (Stichting Autoriteit Financiële Markten), that has been pass-ported into Germany in
accordance with applicable laws and regulations, for purposes of the contemplated admission to trading and
listing of the Steinhoff N.V. ordinary shares on the Frankfurt Stock Exchange (“FSE”), with effect from 7
December 2015 (“Operative Date”). The FSE Prospectus should be read in its entirety and inter alia contains
audited financial information of Steinhoff and Pepkor Holdings Proprietary Limited in respect of the three
financial years ended 30 June 2015. In addition, the FSE Prospectus also contains the pro forma financial
information in respect of the Scheme for the year ended 30 June 2015, together with the required Reporting
Accountants’ Reports thereon. A copy of the FSE Prospectus and related documents, subject to the regulatory
and other restrictions referred to under “Important Information” below, are available on Steinhoff’s website at
www.steinhoffinternational.com.

The important dates and times in relation to the Scheme are detailed below:


Action                                                                                                   2015

Application for the delisting of Steinhoff ordinary shares to be lodged with the JSE      Monday, 23 November
on

Last day to trade Steinhoff ordinary shares on the JSE in order to be recorded in         Friday, 27 November
the register to receive the Scheme Consideration on

Suspension of listing from the main board of the JSE of Steinhoff ordinary shares at       Monday,30 November
commencement of trading on

Listing and trading of Steinhoff N.V. ordinary shares on the JSE in anticipation of        Monday,30 November
receipt of such shares on the Operative Date with ISIN NL0011375019 under share
code SNH on

Scheme record date, being the time and date on which Shareholders must be                   Friday, 4 December
recorded in the register to receive the Scheme Consideration by 17h00 on

Operative Date of the Scheme on                                                             Monday, 7 December

Dematerialised Shareholders to have their accounts (held at their CSDP or broker)           Monday, 7 December
updated on

Commencement of trading of Steinhoff N.V. ordinary shares on the FSE (expected              Monday, 7 December
to be 09h00 CET) with ISIN NL0011375019 under share code SNH on

Termination of listing of Steinhoff ordinary shares from the main board of the JSE at       Monday, 7 December
the commencement of trading in Johannesburg on

Notes:


1        Shareholders should note that as transactions in shares are settled in the electronic settlement system used by Strate
         Proprietary Limited, settlement of trades takes place 5 (five) business days after such trade. Therefore persons who
         acquire Steinhoff ordinary shares on or prior to the Scheme last day to trade (being Friday, 27 November 2015) will
         participate in the Scheme.

2        Unless otherwise indicated, all times given in this announcement are local times in South Africa.

3        Share certificates in Steinhoff may not be dematerialised or re-materialised after 27 November 2015.



Johannesburg
20 November 2015

Joint South African Legal Advisors to Steinhoff
Cliffe Dekker Hofmeyr Inc.
Werksmans Inc

International Legal Advisors to Steinhoff
Linklaters LLP

Reporting Accountants to Steinhoff and Steinhoff N.V.
Deloitte & Touche

Reporting Accountants to Steinhoff N.V.
Baker Tilly Greenwoods

Transaction Sponsor
Absa Bank Limited

Independent Sponsor
PSG Capital Proprietary Limited

IMPORTANT INFORMATION
These materials are not for distribution, directly or indirectly, in or into the United States (including its territories
and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan.
These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for
securities in the United States, Australia, Canada or Japan. The securities mentioned herein (the “Shares”) have
not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”). The
Shares may not be offered or sold in the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of
securities in the United States, Canada, Australia and Japan.

Date: 20/11/2015 02:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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