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Statement Regarding Possible Offer for Poundland Group PLC
STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019
Statement Regarding Possible Offer for Poundland Group PLC
(“Poundland”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This announcement is not an announcement of a firm intention to make
an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the
“Code”) and there can be no certainty that any such offer will be made
nor as to the terms on which any such offer would be made.
For immediate release
16 June 2016
Steinhoff International Holdings NV
(“Steinhoff” or the "Company”)
The Board of Steinhoff confirms that it that it has acquired 61,212,467
ordinary shares of 1 pence each in Poundland (the “Shares”) which
represent 22.78% of Poundland’s issued share capital.
Further to this morning’s announcement, Steinhoff confirms that any
possible offer for Poundland will be made in cash.
There can be no certainty that any offer will be made and a further
announcement will be made as appropriate.
In accordance with Rule 26.1 of the Code, a copy of this announcement
will be published on the Company’s website
(http://www.Steinhoffinternational.com/) by no later than 12 noon on
16 June 2016.
Enquiries:
Steinhoff International Holdings NV Tel: +27 (0)21 808 0711
Mariza Nel (Investor Relations)
Nick Agarwal (UK Press) Tel: +44 (0)75 6810 1045
Investec Bank plc (financial adviser to Tel: +44 (0)20 7597 4000
Steinhoff)
Andrew Pinder / Symmie Swil
Sara Hale / Henry Reast (Corporate Broking)
PSG Capital Proprietary Limited (JSE Sponsor)
About Steinhoff:
Steinhoff is an integrated retailer that retails, sources and
manufacturing household goods and general merchandise in Europe,
Africa and Australasia. Retail operations are positioned towards
price conscious (value) consumer segments, providing them with
affordable products through a vertically integrated supply chain.
Our integrated retail divisions comprise of:
> Household goods (furniture and homeware retail businesses)
> General Merchandise focusing on clothing and footwear,
accessories and homeware.
> Automotive dealerships in South Africa which provides a broad
range of new and pre-owned vehicles, parts, insurance,
accessories and servicing. In addition Hertz car rental
outlets are included in this segment.
The group's property portfolio remains a key strategic component in
securing a relevant infrastructure and store network for its
integrated retail businesses.
Steinhoff has a primary listing on the Frankfurt Stock Exchange and a
secondary listing on the Johannesburg Stock Exchange and has a current
market capitalisation of approximately €20 billion, approximately
105,000 employees and broad global operations with a presence in
Continental Europe, Southern Africa, the UK and the Pacific
Rim. Steinhoff reported revenue and operating profit for the nine-
months ended 31 March 2016 of €9.9 billion and €1.1 billion,
respectively.
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to the laws of other
jurisdictions should inform themselves of, and observe, any applicable
requirements. Any failure to comply with applicable requirements may
constitute a violation of the securities law of any such jurisdiction.
This announcement is not intended to, and does not, constitute or form
part of any offer, invitation or the solicitation of an offer to
purchase, otherwise acquire, subscribe for, sell or otherwise dispose
of, any securities whether pursuant to this announcement or otherwise.
Investec Bank plc ("Investec"), which is authorised by the Prudential
Regulation Authority and regulated by the FCA and the Prudential
Regulation Authority in the United Kingdom, is acting for Steinhoff
and no one else in connection with the contents of this announcement
and will not be responsible to anyone other than Steinhoff for
providing the protections afforded to clients of Investec or for
providing advice in relation to the contents of this announcement or
any other matters referred to in this announcement.
Disclosure requirements of the Takeover Code (the “Code”)
Under Rule 8.3(a) of the Code, any person who is interested in 1% or
more of any class of relevant securities of an offeree company or of
any securities exchange offeror (being any offeror other than an
offeror in respect of which it has been announced that its offer is,
or is likely to be, solely in cash) must make an Opening Position
Disclosure following the commencement of the offer period and, if
later, following the announcement in which any securities exchange
offeror is first identified. An Opening Position Disclosure must
contain details of the person’s interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the
offeree company and (ii) any securities exchange offeror(s). An
Opening Position Disclosure by a person to whom Rule 8.3(a) applies
must be made by no later than 3.30 pm (London time) on the 10th business
day following the commencement of the offer period and, if
appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities
exchange offeror is first identified. Relevant persons who deal in
the relevant securities of the offeree company or of a securities
exchange offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities of
the offeree company or of any securities exchange offeror. A Dealing
Disclosure must contain details of the dealing concerned and of the
person’s interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror, save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no
later than 3.30 pm (London time) on the business day following the
date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company
and by any offeror and Dealing Disclosures must also be made by the
offeree company, by any offeror and by any persons acting in concert
with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel’s website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the offer
period commenced and when any offeror was first identified. You should
contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129
if you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure.
Date: 17/06/2016 08:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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