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STEINHOFF INTERNATIONAL HOLDINGS N.V. - Update On Lock-Up Agreement

Release Date: 19/07/2018 12:00
Code(s): SNH SHFF     PDF:  
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Update On Lock-Up Agreement

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 Investments” or the “Issuer”)

UPDATE ON LOCK-UP AGREEMENT
Steinhoff International Holdings N.V. (the “Company” and with its subsidiaries, the “Group”)

The Company refers to its announcement on 11 July 2018 (the “LUA Announcement”)
confirming the launch of a consent process for a lock-up agreement (the “LUA”) in connection
with the restructuring of the financial indebtedness of the Company, Steinhoff Europe AG
(“SEAG”), Steinhoff Finance Holding GmbH (“Finance Holding”) and Stripes US Holding
Incorporated (“SUSHI”). The Company also refers to its subsequent announcements confirming
the extension of the deadline by which creditors must accede to the LUA in order to become
eligible for the Lock-Up Early Bird Fee (as defined in the LUA Announcement) to 8pm London
time on Wednesday, 18 July 2018 (the “Extended Early Bird Fee Deadline”).

The Company is pleased to announce that since the LUA Announcement the Group has
received significant support from its external creditor groups through the accession process to
the LUA. Based on the latest figures from the Calculation Agent (which remain subject to final
verification) the condition precedent to the LUA in respect of creditor accession has been
satisfied with (following the expiry of the Extended Early Bird Fee Deadline), approximately:

   •   89% of the aggregate outstanding SEAG external financial indebtedness;

   •   89% of the aggregate outstanding SUSHI external financial indebtedness;

   •   92% of the aggregate nominal amount of the series of convertible bonds due 2021
       issued by Finance Holding;

   •   99% of the aggregate nominal amount of the series of convertible bonds due 2022
       issued by Finance Holding; and

   •   96% of the aggregate nominal amount of the series of convertible bonds due 2023
       issued by Finance Holding,

now subject to the LUA.

The Company aims to satisfy, as soon as possible, the remaining conditions precedent to the
LUA (as outlined in the LUA Announcement) in order for the LUA to become effective. If the
LUA does not become effective in accordance with its terms by 20 July 2018 (being the date
on which the support period under the amended support letters (between the Company,
SEAG, Finance Holding and certain of their creditors) will terminate, absent any extension or
other form of creditor support), the Boards of SEAG and Finance Holding will need to assess
their options (including local reorganisation procedures) and obligations under the applicable
Austrian law.

Creditors of Finance Holding, SEAG and/or SUSHI who are not already party to the LUA may
still accede and become a party to the LUA in respect of all (but not less than all) financial
indebtedness of Finance Holding, SEAG and/or SUSHI of which they are a beneficial owner by
executing an accession letter to LUA. Creditors who accede to the LUA remain eligible to
receive the Lock-Up Fee (as defined in the LUA Announcement) notwithstanding the expiry of
the Extended Early Bird Fee Deadline and are encouraged to do so as soon as possible.

Any queries regarding the accession process in relation to the LUA should be directed to the
Calculation Agent at: Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk, London,
WC1H 8HA, T: + 44 20 7704 0880, E: steinhoff@lucid-is.com.

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, 19 July 2018

Date: 19/07/2018 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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