DGAP-Ad hoc: Steinhoff International Holdings N.V.

DGAP-Adhoc: Steinhoff International Holdings N.V. : Confirmation of approach to Home Retail Group plc

Steinhoff International Holdings N.V. / Key word(s): Miscellaneous

19.02.2016 18:30

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

---------------------------------------------------------------------------

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.

Steinhoff International Holdings NV ("Steinhoff" or the "Company")

This is an announcement of a possible offer under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code"). This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made.

Confirmation of approach to Home Retail Group plc

Steinhoff announces that it has today put forward a proposal to the Board of Home Retail Group plc ("HRG") seeking their recommendation for a possible all cash offer for HRG, which would result in HRG shareholders receiving a total value of 175 pence per HRG share (the "Steinhoff All Cash Possible Offer") comprising 147.2 pence in cash and the payments as set out below (together the "Proposed Capital Returns") per HRG share, payable before completion of the Steinhoff All Cash Possible Offer, of:

- approximately 25 pence (the "Homebase Capital Return"); and

- 2.8 pence per share in lieu of a final dividend in respect of the financial year ending 27 February 2016.

Steinhoff is making this announcement to ensure that HRG shareholders are fully informed while making any decision in connection with the possible offer announced by J Sainsbury plc on 2 February 2016 (the "Sainsbury Possible Offer").

Steinhoff confirms it is supportive of the ongoing disposal of Hampden Group Limited (trading as Homebase) ("Homebase") by HRG as announced on 18 January 2016 and described in the circular to HRG shareholders dated 2 February 2016.

Steinhoff reserves the right to make an offer at any time which represents a total value of less than 175 pence per HRG share (including Proposed Capital Returns):

- with the agreement or recommendation of the Board of Directors of HRG; or

- if a third party (other than J Sainsbury plc) announces a firm intention to make an offer for HRG pursuant to Rule 2.7 of the Code, which at that date offers a total value of less than 175 pence per HRG share (including any Proposed Capital Returns or dividends which may be paid by HRG); or

- following announcement by HRG of a whitewash transaction pursuant to the Code

Steinhoff reserves the right to reduce the consideration of any offer by the amount of any dividend (or other distribution) which is paid or becomes payable by HRG to its shareholders after the date of this announcement, other than the Proposed Capital Returns outlined above.

The Steinhoff All Cash Possible Offer is subject to certain pre-conditions, which can be waived, including satisfactory completion of due diligence. There can be no certainty that any offer will be made.

A further announcement will be made as appropriate.

In accordance with Rule 2.6(a) of the Code, Steinhoff must, by not later than 5.00 p.m. on 18 March 2016, either announce a firm intention to make an offer for HRG in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

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 22 February 2016.

Enquiries:



Steinhoff International Holdings NV Tel: +27 (0)21 808 0711

Mariza Nel (Investor Relations)

Nick Agarwal (UK Press) Tel. +44 (0)7568 101045



Barclays (financial adviser to Steinhoff) Tel: +44 (0)20 7623 2323

Mark Todd

Swapnil Sinha

Bertie Whitehead (Corporate Broking)



HSBC (financial adviser to Steinhoff) Tel: +44 (0)20 7991 8888

Philip Noblet

Oliver Smith

Mark Dickenson (Corporate Broking)



Investec Bank plc (financial adviser to Steinhoff) Tel: +44 (0)20 7597 4000

Andrew Pinder

Symmie Swil

Sara Hale (Corporate Broking)







About Steinhoff:

Steinhoff is an integrated retailer that retails, sources and manufactures household goods and general merchandise in the United Kingdom, 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:

- 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

The Steinhoff 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 EUR18 billion, approximately 91,000 employees and broad global operations with a presence in Continental Europe, Southern Africa, the UK and the Pacific Rim. Pro forma revenue and EBITDA for the year ended 30 June 2015 was EUR13.2 billion and EUR1.7 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.

Barclays Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to Steinhoff and for no one else in connection with contents of this announcement and will not be responsible to anyone other than Steinhoff for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matters referred to in this announcement.

HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to Steinhoff and for no one else in connection with contents of this announcement and will not be responsible to anyone other than Steinhoff for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matters referred to in this announcement.

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.



19.02.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de

--------------------------------------------------------------------------- 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 Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Munich, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------