DGAP-Adhoc: Steinhoff International Holdings N.V.

Steinhoff International Holdings N.V. / Key word(s): Offer 11.08.2016 08:00 Disclosure of an inside information according to Article 17 MAR, 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 OF SUCH JURISDICTION THIS NOTICE CONTAINS INSIDE INFORMATION 11 August 2016 REVISED AND FINAL RECOMMENDED CASH OFFER for Poundland Group PLC by Steinhoff Europe AG to be effected by way of a Scheme of Arrangement under Part 26 of the Companies Act 2006 The boards of Steinhoff International Holdings N.V. ("Steinhoff") and Poundland Group PLC ("Poundland") are pleased to announce the following revised and final terms of the recommended cash offer pursuant to which Steinhoff Europe AG ("SEAG") or a wholly-owned subsidiary of SEAG (with the support of its ultimate parent company, Steinhoff) shall acquire the entire issued and to be issued share capital of Poundland not already directly or indirectly owned by it (the "Offer"). - Each Poundland Shareholder shall be entitled to receive 227 pence in cash for each Poundland Share held, comprising: - under the revised and final terms of the Offer, 225 pence in cash for each Poundland Share held by each Poundland Shareholder (the "Revised Offer Price"); and - the final dividend of two pence per Poundland Share announced in the Poundland results announcement for the year ended 27 March 2016, dated 16 June 2016, which will be paid on 23 September 2016 to holders of Poundland Shares whose names are on the register at the close of business on 9 September 2016, valuing the entire issued and to be issued share capital of Poundland at approximately £610.4 million on a fully diluted basis. - The Revised Offer Price represents an increase of 5 pence per Poundland Share over the 220 pence in cash offered for each Poundland Share held by each Poundland Shareholder as set out in the 13 July Announcement. - SEAG confirms that this offer is final and that it will not increase the Revised Offer Price. The complete 2.7 Announcement will be released on the London Stock Exchange RNS system and the Johannesburg Stock Exchange SENS system simultaneously with this notice. The 2.7 Announcement and all related offer documents may be found on Steinhoff's website at http://www.steinhoffinternational.com/05-poundland- offer-disclaimer.php 11.08.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Archive at 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 Indices: MDAX Listed: Regulated Market in Frankfurt (Prime Standard); Regulated Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart, Tradegate Exchange End of Announcement DGAP News-Service ---------------------------------------------------------------------------