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Options To Acquire Interests In Shoprite Holdings Limited (“Shoprite”)
Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019
("Steinhoff" or the “Company”)
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY,
IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN
WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL.
Disclosure of inside information in accordance with Article 17 MAR, transmitted by DGAP, a service
of EQS Group AG
STEINHOFF INTERNATIONAL HOLDINGS N.V. ("Steinhoff" or the “Company”) - OPTIONS TO ACQUIRE
INTERESTS IN SHOPRITE HOLDINGS LIMITED (“Shoprite”)
Stellenbosch, 4 August 2017 – Today, Steinhoff and Steinhoff Africa Retail Limited, a subsidiary of
Steinhoff (“STAR”) to be listed on the JSE Limited (“JSE”) concluded and entered into call option
agreements with Lancaster Group Proprietary Limited and Titan Premier Investments Proprietary
Limited (a company ultimately controlled by a family trust of Dr. Christo Wiese, the Chairman of
Steinhoff) and one of its subsidiaries to acquire economic and voting interests in Thibault Square
Financial Services (Pty) Ltd (“Thibault”) and Shoprite (together with a call option agreement in
place with the Public Investment Corporation SOC Limited, the “Call Options”). After
implementation of the Call Options are exercised and implemented, STAR will hold approximately
22.7% of the economic interest and 50% of the voting rights in Shoprite. STAR intends to exercise
the Call Options following the implementation of its listing on the JSE (the “Listing”). STAR will settle
the consideration payable for the exercise of the Call Options by the issuance of a fixed number
of ordinary shares in STAR (representing a c.33.6% interest in the ordinary share capital of STAR after
implementation of the Listing and the Call Options) (the “Consideration”).
The Consideration payable for the exercise of the Call Options has been determined based on,
inter alia, a share price of R215 per share for the approximately 128.2 million underlying Shoprite
ordinary shares, an amount of R4.0 billion attributable to the deferred voting shares and an
additional c. R4.0 billion for cash and cash equivalents held by Thibault. The implementation of
the Call Options remains subject to certain conditions precedent including regulatory approvals
such as Competition Authorities’ approval.
The exercise and implementation of the Call Options will not require STAR to extend a mandatory
offer to the remaining Shoprite shareholders in terms of the South African Companies Act, No 71
of 2008 (“Act”) and the Takeover Regulations as defined in the Act.
Further details on the Listing and the Call Options are included in the press release released
simultaneously with this announcement and full details will be included pre-listing statement
related to the listing of STAR.
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 of America (including its territories
and possessions, any state of the United States of America 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, Canada, Australia and Japan.
In South Africa, the offer of shares in STAR as part of the capital raising will be effected by way of a private
placement and as such will not constitute an “offer to the public” as defined in the Companies Act. Investors
will accordingly only be permitted to apply for shares if the applicant is a person who or which falls within
one of the specified categories of persons listed in section 96(1)(a) of the Companies Act or, in accordance
with s96(1)(b) of the Companies Act, if the application is for a minimum total acquisition cost, per single
addressee acting as principal, of greater than or equal to ZAR1 000 000.
Certain forward-looking statements
This announcement contains certain forward-looking statements with respect to certain of the Company’s,
STAR’s and Shoprite’s current expectations and projections about future events. These statements, which
sometimes use words such as “will”, “aim”, “anticipate”, “believe”, “envisage”. “intend”, “plan”, “estimate”,
“expect” or, in each case, their negative 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. Forward-looking statements speak only as of the date they are made.
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, neither the
Company, STAR nor Shoprite assume any responsibility or obligation to update publicly or review any of the
forward-looking statements contained herein.
JSE Sponsor:
PSG Capital
Date: 04/08/2017 04:45:00 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
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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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