SNH: STEINHOFF INTERNATIONAL HOLDINGS N.V. - Options To Acquire Interests In Shoprite Holdings Limited ("Shoprite")

SNH: STEINHOFF INTERNATIONAL HOLDINGS N.V. - Options To Acquire Interests In Shoprite Holdings Limited ("Shoprite") Options To Acquire Interests In Shoprite Holdings Limited ("Shoprite") Steinhoff International Holdings N.V. (Incorporated in the Netherlands) (Registration number: 63570173) Share Code: SNH ISIN: NL0011375019 ("Steinhoff" or the "Company") NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL. Disclosure of inside information in accordance with Article 17 MAR, transmitted by DGAP, a service of EQS Group AG STEINHOFF INTERNATIONAL HOLDINGS N.V. ("Steinhoff" or the "Company") - OPTIONS TO ACQUIRE INTERESTS IN SHOPRITE HOLDINGS LIMITED ("Shoprite") Stellenbosch, 4 August 2017 - Today, Steinhoff and Steinhoff Africa Retail Limited, a subsidiary of Steinhoff ("STAR") to be listed on the JSE Limited ("JSE") concluded and entered into call option agreements with Lancaster Group Proprietary Limited and Titan Premier Investments Proprietary Limited (a company ultimately controlled by a family trust of Dr. Christo Wiese, the Chairman of Steinhoff) and one of its subsidiaries to acquire economic and voting interests in Thibault Square Financial Services (Pty) Ltd ("Thibault") and Shoprite (together with a call option agreement in place with the Public Investment Corporation SOC Limited, the "Call Options"). After implementation of the Call Options are exercised and implemented, STAR will hold approximately 22.7% of the economic interest and 50% of the voting rights in Shoprite. STAR intends to exercise the Call Options following the implementation of its listing on the JSE (the "Listing"). STAR will settle the consideration payable for the exercise of the Call Options by the issuance of a fixed number of ordinary shares in STAR (representing a c.33.6% interest in the ordinary share capital of STAR after implementation of the Listing and the Call Options) (the "Consideration"). The Consideration payable for the exercise of the Call Options has been determined based on, inter alia, a share price of R215 per share for the approximately 128.2 million underlying Shoprite ordinary shares, an amount of R4.0 billion attributable to the deferred voting shares and an additional c. R4.0 billion for cash and cash equivalents held by Thibault. The implementation of the Call Options remains subject to certain conditions precedent including regulatory approvals such as Competition Authorities´ approval. The exercise and implementation of the Call Options will not require STAR to extend a mandatory offer to the remaining Shoprite shareholders in terms of the South African Companies Act, No 71 of 2008 ("Act") and the Takeover Regulations as defined in the Act. Further details on the Listing and the Call Options are included in the press release released simultaneously with this announcement and full details will be included pre-listing statement related to the listing of STAR. Important Notice The information contained in this announcement is restricted and not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia, collectively the "United States"), Australia, Canada, Japan or any other jurisdiction in respect of which the release, publication or distribution, directly or indirectly, of this announcement would constitute a violation of the relevant laws of such jurisdiction. The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") or the securities laws of any other jurisdiction, and may not be offered, sold or transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from, or except in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any other jurisdiction. There will be no public offering of securities in the United States, Canada, Australia and Japan. In South Africa, the offer of shares in STAR as part of the capital raising will be effected by way of a private placement and as such will not constitute an "offer to the public" as defined in the Companies Act. Investors will accordingly only be permitted to apply for shares if the applicant is a person who or which falls within one of the specified categories of persons listed in section 96(1)(a) of the Companies Act or, in accordance with s96(1)(b) of the Companies Act, if the application is for a minimum total acquisition cost, per single addressee acting as principal, of greater than or equal to ZAR1 000 000. Certain forward-looking statements This announcement contains certain forward-looking statements with respect to certain of the Company´s, STAR´s and Shoprite´s current expectations and projections about future events. These statements, which sometimes use words such as "will", "aim", "anticipate", "believe", "envisage". "intend", "plan", "estimate", "expect" or, in each case, their negative and words of similar meaning, 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 express or implied by the forward-looking statement. Forward-looking statements speak only as of the date they are made. 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, STAR nor Shoprite assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein. JSE Sponsor: PSG Capital Date: 04/08/2017 04:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.