DGAP-Adhoc

Steinhoff International Holdings N.V. : REVISED AND FINAL RECOMMENDED CASH OFFER

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.

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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

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

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Language: English
Company: Steinhoff International Holdings N.V.
Herengracht 466
1017 CA Amsterdam
Netherlands
Phone: [phone]
Fax: [phone]
E-mail: [e-mail]
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

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