DGAP-Adhoc: Steinhoff International Holdings N.V. :

Steinhoff International Holdings N.V. / Key word(s): IPO 07.12.2015 08:00 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. --------------------------------------------------------------------------- <pre> STEINHOFF INTERNATIONAL HOLDINGS STEINHOFF INTERNATIONAL HOLDINGS N.V. LIMITED (Incorporated in the Republic of South (FORMERLY GENESIS INTERNATIONAL Africa) HOLDINGS N.V.) (Registration number: 1998/003951/06) (Incorporated in the Netherlands) Ordinary share code: SHF (Registration number: 63570173) ISIN: ZAE000016176 Share code: SNH ("Steinhoff") ISIN: NL0011375019 ("Steinhoff N.V.") </pre> NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION ANNOUNCEMENT IN RESPECT OF THE SCHEME OF ARRANGEMENT HAVING BECOME OPERATIVE, THE PRIMARY LISTING OF STEINHOFF N.V. ON THE FRANKFURT STOCK EXCHANGE WITH AN INWARD SECONDARY LISTING ON THE JOHANNESBURG STOCK EXCHANGE Listing of Steinhoff N.V. Steinhoff N.V. shareholders (previously Steinhoff shareholders) ("Shareholders") are referred to the announcement published by Steinhoff N.V. and Steinhoff on 20 November 2015 which noted that all of the conditions precedent to the scheme of arrangement by which Steinhoff N.V. was to acquire the entire issued ordinary share capital of Steinhoff ("Scheme") for a consideration of one Steinhoff N.V. ordinary share, credited as fully paid, for each Steinhoff ordinary share held had been fulfilled or waived, where applicable, and that the Scheme had become unconditional. On the same date Steinhoff N.V. further published a prospectus ("FSE Prospectus") for purposes of the contemplated admission to trading of the Steinhoff N.V. ordinary shares ("Shares") on the regulated market segment (Regulierter Markt) of the Frankfurt Stock Exchange ("FSE"). Shareholders are hereby informed that as of today, the Scheme became operative and the Shares will commence trading on the FSE. Trading of the Shares on the Johannesburg Stock Exchange ("JSE"), where Steinhoff N.V. has a secondary listing, commenced on 30 November on a deferred settlement basis, in anticipation of the receipt of such Shares upon the Scheme becoming operative today. Shareholders will have their accounts held at their CSDP or broker updated today. De-listing of Steinhoff The listing of Steinhoff ordinary shares (Share Code: SHF, ISIN: ZAE000016176) on the main board of the JSE will be terminated at the commencement of trading in Johannesburg today. Steinhoff Investment Holding Limited Perpetual Preference Shares The listing on the JSE of the variable rate cumulative non-redeemable non-participating preference shares of no par value in the capital of Steinhoff Investment Holding Limited ("Steinhoff Investment") (share code: SHFF, ISIN: ZAE000068367) will continue and will not in any way be affected by the Scheme. Accordingly, the holders thereof will remain subject to the risks and benefits attaching to such shares in accordance with the terms and conditions as set out in the Steinhoff Investment memorandum of incorporation. FSE Prospectus A copy of the FSE Prospectus and the documents incorporated by reference therein, subject to the regulatory and other restrictions referred to under "Important Information" below, are available on Steinhoff N.V.'s website at www.steinhoffinternational.com. Shareholders should note that Dero Bank AG, Herzog-Wilhelm-Str. 26. 80331 München will act as paying agent in Germany for Steinhoff N.V. Steinhoff International Holdings N.V. 7 December 2015 International Legal Advisors to Steinhoff Linklaters LLP Joint South African Legal Advisors to Steinhoff Cliffe Dekker Hofmeyr Inc. Werksmans Inc. Listing Agent COMMERZBANK Aktiengesellschaft Reporting Accountants to Steinhoff and Steinhoff N.V. Deloitte & Touche Reporting Accountants to Steinhoff N.V. Baker Tilly Greenwoods Transaction Sponsor Absa Bank Limited Independent Sponsor PSG Capital Proprietary Limited IMPORTANT INFORMATION These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan. The securities mentioned herein (the "Shares") have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act"). The Shares may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States, Canada, Australia and Japan. 07.12.2015 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) End of Announcement DGAP News-Service ---------------------------------------------------------------------------