DGAP-Adhoc: Steinhoff International Holdings N.V. : Statement Regarding Possible Offer for Poundland Group PLC ('Poundland')


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

24.06.2016 13:36

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.

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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.

This announcement is not an announcement of a firm intention to make an
offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code")
and there can be no certainty that any such offer will be made nor as to
the terms on which any such offer would be made.

For immediate release

24 June 2016



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

Statement Regarding Possible Offer for Poundland Group PLC ("Poundland")

Following our announcement on 15 June 2016, we have since been notified
that the Board of Poundland has not accepted our proposal regarding a
possible cash offer for the entire issued and to be issued share capital of
Poundland.

The Board of Steinhoff notes the full year results for the year ended 27
March 2016 released by Poundland on 16 June 2016, the recent movement in
the share price of Poundland and the impact of the EU Referendum on global
markets.

The Board of Steinhoff is considering its position and a further
announcement will be made in due course.


Enquiries:

<pre>

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

Mariza Nel (Investor Relations)

Nick Agarwal (UK Press)                   Tel: +44 (0)75 6810 1045
Investec Bank plc (financial adviser to   Tel: +44 (0)20 7597 4000
Steinhoff)

Andrew Pinder / Symmie Swil

Sara Hale / Henry Reast (Corporate
Broking)


</pre>



About Steinhoff:

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

The 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 EUR20 billion, approximately 105,000
employees and broad global operations with a presence in Continental
Europe, Southern Africa, the UK and the Pacific Rim.  Steinhoff reported
revenue and operating profit for the nine-months ended 31 March 2016 of
EUR9.9 billion and EUR1.1 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.

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.


24.06.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media 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 Munich, Stuttgart
 
End of Announcement                             DGAP News-Service
 
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