DGAP-Adhoc

Steinhoff International Holdings N.V. : Final Offer for Darty plc - Level of acceptances at First Closing date and extension of Final Offer

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

03.05.2016 08:20

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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

3 May 2016

FINAL OFFER

for

Darty plc ("Darty")

by

Conforama Investissement 2 SAS ("Conforama")
(a wholly owned subsidiary of Steinhoff International Holdings N.V.)

LEVEL OF ACCEPTANCES AT FIRST CLOSING DATE AND EXTENSION OF THE FINAL OFFER

1 Introduction

On 11 April 2016, Conforama published an offer document setting out the
full terms and conditions of the Offer (the "Offer Document"), announced on
18 March 2016.

On 21 April 2016, the board of Conforama announced the terms of an
increased cash offer at an offer price of 160 pence per Darty Share, which
was declared final on 27 April 2016 (the "Final Offer").

Conforama notes the increased offer by Groupe Fnac S.A. ("Fnac") of 170
pence per Darty share (the "Fnac Offer") announced on 26 April 2016.

2 Levels of acceptances and disclosure of interests in relevant
securities at First Closing Date

As of the close of business on 29 April 2016 (being the last Business Day
prior to the publication of this announcement), Conforama and its concert
parties held 108,025,242 Darty Shares representing approximately 20.40 per
cent. of the current issued share capital of Darty.

As at 1.00 p.m. (London time) on 2 May 2016 (being the First Closing Date),
Conforama had received valid acceptances of the Offer in respect of
1,732,945 Darty Shares representing approximately 0.32 per cent. of the
current issued share capital of Darty, as a result of which Conforama and
other wholly owned subsidiaries of Steinhoff either owned or had received
valid acceptances of the Offer in respect of a total of 109,758,187 Darty
Shares, representing approximately 20.73 per cent. of the current issued
share capital of Darty all of which may count towards the satisfaction of
the Acceptance Condition. No acceptances have been received from Darty
Shareholders acting in concert with Conforama.

3 Next Closing Date

In accordance with the terms of the Co-Operation Agreement entered into
between Conforama and Darty on 18 March 2016, Conforama has undertaken to
keep its offer open until 10 June 2016 provided that the board of Darty has