DGAP-News: Steinhoff International Holdings N.V.

DGAP-News: Steinhoff International Holdings N.V. : STEINHOFF ANNOUNCES A CAPITAL INCREASE

DGAP-News: Steinhoff International Holdings N.V. / Key word(s): Capital Increase Steinhoff International Holdings N.V. : STEINHOFF ANNOUNCES A CAPITAL INCREASE

28.09.2016 / 07:11 The issuer is solely responsible for the content of this announcement.

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STEINHOFF INTERNATIONAL HOLDINGS N.V.

(Having its corporate seat in Amsterdam, the Netherlands)

(Registration number 63570173)

Share Code: SNH

ISIN: NL0011375019

("Steinhoff" or the "Company")

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

FOR IMMEDIATE RELEASE

STEINHOFF INTERNATIONAL HOLDINGS N.V.

STEINHOFF ANNOUNCES A CAPITAL INCREASE

INTRODUCTION

Following the acquisition of the Mattress Firm Corporation and Poundland Group plc, Steinhoff's ad hoc announcement earlier today stated that its Management Board resolved to increase its issued and outstanding share capital, whereby:

- 162 million new ordinary shares will be subscribed for by Upington Investment Holdings B.V. ("Upington"), a company ultimately controlled by a family trust of Dr Christo Wiese, Steinhoff's largest shareholder and chairman of Steinhoff's Supervisory Board (the "Upington Subscription"). The total proceeds of the Upington Subscription will be approximately EUR819 million;

- 60 million new ordinary shares will be subscribed for by Lancaster 101 Proprietary Limited ("Lancaster") pursuant to a fully funded Black Economic Empowerment transaction (the "Lancaster Subscription" and together with the Upington Subscription, the "Subscriptions"). The Public Investment Corporation, Steinhoff's second largest shareholder will facilitate the Lancaster Subscription and the total proceeds of the Lancaster Subscription will be approximately EUR303 million; and

- an additional up to 110 million new ordinary shares (the "Placing Shares") will be offered to institutional investors via an accelerated bookbuild (the "Upsize Facility").

The aggregate number of new ordinary shares to be issued in connection with the Subscriptions and the Upsize Facility (together, the "New Shares") amounts to 332 million New Shares and represents 8.5 per cent. of the Company's issued and outstanding ordinary share capital as at 27 September 2016.

Additionally, Upington has also agreed to purchase 152 million existing ordinary shares (which are currently classified as treasury shares for the purposes of IFRS) to further increase its investment in Steinhoff as part of its strategy as a strategic long term investor in Steinhoff (the "Upington Purchase").

Total gross proceeds to Steinhoff from the above transactions will be at least EUR 1,890 million (and up to EUR 2,447 million assuming a full placement of 110 million New Shares offered in the Upsize Facility).

In consideration for the commitments in terms of the Subscriptions and the Upington Purchase, Upington and Lancaster will be paid an underwriting commission of 2.5 per cent. of the total subscription price under the Subscriptions and the total purchase price under the Upington Purchase, as applicable.

BACKGROUND AND RATIONALE

The aggregate proceeds of the above transactions will be used to replace acquisition related facilities entered into in relation to the acquisitions of Mattress Firm Holding Corporation and Poundland Group plc. In addition to strengthening the balance sheet the issuance is expected to further stimulate liquidity of the shares traded on the Frankfurt stock exchange.

THE SUBSCRIPTIONS

The subscription price and the purchase price pursuant to the Upington Subscription and Purchase will be EUR5.055 (the "Placing Price"), being the closing price as at 27 September 2016, the last trading date prior to the capital increase.

The subscription price pursuant to the Lancaster Subscription will be the Rand equivalent of the Placing Price being ZAR 75.98 (with an underlying exchange rate of ZAR 15.03:EUR1).

The New Shares issued under the Subscriptions (the "Subscription Shares") represent an increase of approximately 5.7 per cent of the current issued ordinary share capital of the Company as at 27 September 2016.

The Subscription Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company.

In connection with the financing of the Upington Subscription and the Upington Purchase, Upington and one of its affiliates have pledged to Citigroup, Goldman Sachs, HSBC and Nomura International Plc (together the "Financing Banks"), 628 million ordinary shares (representing approximately 15 per cent. of the issued share capital of Steinhoff post the capital increase before the Upsize Facility). Furthermore, Upington and its affiliate have agreed to a lock-up for 60 days with the Financing Banks. Rand Merchant Bank, a division of FirstRand Bank Limited, provided additional facilities to companies controlled by Dr Christo Wiese.

THE UPSIZE FACILITY

BofA Merrill Lynch, J.P. Morgan, BNP Paribas, Citigroup Global Markets Limited and HSBC are acting as Global Coordinators in connection with the placement of New Shares to institutional investors in the context of the Upsize Facility.

The accelerated bookbuilding has started immediately following Steinhoff's ad hoc announcement dated 28 September 2016.

The price per Placing Share is EUR5.055, the Placing Price, which equals the price at which Upington and Lancaster have committed to purchase shares under the Subscriptions.

The timing of the closing of the book and allocations are at the discretion of the Global Coordinators and Steinhoff. The final issue size and the final proceeds from the Upsize Facility will be made public by way of a second ad hoc announcement once the final issue size has been fixed.

The Placing Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company. If all the Placing Shares are placed, it would represent an increase of approximately 2.8 per cent of the current issued ordinary share capital of the Company as at 27 September 2016.

As part of the transaction, Steinhoff has agreed to a 60 day lock-up period with respect to any transaction related to its shares, subject to customary exceptions or waiver by the Global Coordinators.

The accelerated bookbuild is conditional on, among other things, the placing agreement between the Company and the Global Coordinators (the "Placing Agreement") not being terminated in accordance with its terms.

ADMISSION AND SETTLEMENT

Application will be made for trading of the New Shares on the segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange, with no obligation to publish a prospectus, whereby the New Shares are to be included in the current listing, and on the Johannesburg Stock Exchange operated by the JSE Limited (together, "Admission")

Admission and delivery of the New Shares are currently expected to occur on or about 29 and 30 September 2016, respectively.

BofA Merrill Lynch, J.P. Morgan, BNP Paribas, Citigroup Global Markets Limited and HSBC are acting as Global Coordinators in connection with the transaction.

Linklaters LLP are acting as international legal advisors to Steinhoff.

28 September 2016

For further information on the Announcement, please contact



Steinhoff International Holdings N.V. Mariza Nel (Investor Relations) Tel: +27 (0)21 808 0711



About Steinhoff

Steinhoff is an integrated retailer that retails, sources and manufacturing household goods and general merchandise in Europe, Africa, the USA 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.

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 EUR[20] billion, approximately 140,000 employees and broad global operations with a presence in Continental Europe, the USA, Southern Africa, the UK and the Pacific Rim.

IMPORTANT NOTICE

No action has been taken by the Company or the Global Coordinators, or any of their respective affiliates that would, or which is intended to, permit a public offer of the New Shares in any jurisdiction or possession or distribution of this Announcement or any other offering or publicity material relating to the New Shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions. Persons into whose possession this Announcement comes shall inform themselves about, and observe, such restrictions.

No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive) to be published. Persons needing advice should consult an independent financial adviser.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER OR INVITATION TO UNDERWRITE, BUY, SUBSCRIBE, SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY, SELL, ACQUIRE, DISPOSE OR SUBSCRIBE FOR THE NEW SHARES OR ANY OTHER SECURITY IN THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

The New Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There is no public offering of the New Shares in the United States, the United Kingdom or elsewhere. No representation is being made as to the availability of any exemption under the Securities Act for the reoffer, resale, pledge or transfer of the New Shares.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; and the New Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia or Japan. Accordingly, the New Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia or Japan or any other jurisdiction outside the United Kingdom or to, or for the account or benefit of any national, resident or citizen of Australia or Japan or to any investor located or resident in Canada.

J.P. Morgan Securities plc, Merrill Lynch International, BNP Paribas, Citigroup Global Markets Limited and HSBC Bank plc, which are authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are acting as Global Coordinators for the Company in connection with the Placing and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to their clients nor for providing advice to any other person in relation to the Placing and/or any other matter referred to in this Announcement.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer, if made subsequently, is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

This Announcement is being issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Global Coordinators nor any of their respective affiliates or agents (or any of their respective directors, officers, employees or advisers) for the contents of the information contained in this Announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of any Global Coordinator or any of their respective affiliates in connection with the Company, the New Shares or the Placing and any responsibility therefor is expressly disclaimed. The Global Coordinators and each of their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this Announcement and no representation or warranty, express or implied, is made by any Global Coordinator or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this Announcement.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the New Shares. Any investment decision to buy New Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by the Global Coordinators.

This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company's current expectations and projections about future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which sometimes use words such as "aim", "anticipate", "believe", "intend", "plan" "estimate", "expect" and words of similar meaning, include all matters that are not historical facts and 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 expressed or implied by the forward-looking statement. These statements are subject to unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. 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 nor the Global Coordinators assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Announcement. Any indication in this Announcement of the price at which New Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide for future performance and persons reading this Announcement should consult an independent financial adviser.

In connection with the Placing, each of the Global Coordinators and any of their affiliates, acting as investors for their own account, may take up a portion of the shares in the Placing as a principal position and in that capacity may retain, purchase, sell, offer to sell for their own accounts such shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references to New Shares being offered, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or acquisition, placing or dealing by, the Global Coordinators and any of their affiliates acting in such capacity. In addition, the Global Coordinators and any of their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Global Coordinators and any of their respective affiliates may from time to time acquire, hold or dispose of shares. The Global Coordinators do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

The New Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than the Frankfurt Stock Exchange and the Johannesburg Stock Exchange.

The most recent Annual and Interim Reports and other information are available on the Steinhoff website at www.steinhoffinternational.com Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

This Announcement does not constitute a recommendation concerning the Placing.

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28.09.2016 Dissemination of a Corporate News, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at www.dgap.de

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Language: English Company: Steinhoff International Holdings N.V. Herengracht 466 1017 CA Amsterdam Netherlands Phone: +27218080700 Fax: +27218080800 E-mail: investors@steinhoffinternational.com Internet: www.steinhoffinternational.com ISIN: NL0011375019 WKN: A14XB9 Indices: MDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange End of News DGAP News Service ---------------------------------------------------------------------------

506415 28.09.2016