DGAP-News

Steinhoff International Holdings N.V. : STEINHOFF ANNOUNCES A CAPITAL INCREASE

DGAP-News: Steinhoff International Holdings N.V. / Key word(s): Capital
Increase
Steinhoff International Holdings N.V. : STEINHOFF ANNOUNCES A CAPITAL
INCREASE

28.09.2016 / 07:11
The issuer is solely responsible for the content of this announcement.

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STEINHOFF INTERNATIONAL HOLDINGS N.V.

(Having its corporate seat in Amsterdam, the Netherlands)

(Registration number 63570173)

Share Code: SNH

ISIN: NL0011375019

("Steinhoff" or the "Company")

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

FOR IMMEDIATE RELEASE

STEINHOFF INTERNATIONAL HOLDINGS N.V.

STEINHOFF ANNOUNCES A CAPITAL INCREASE

INTRODUCTION

Following the acquisition of the Mattress Firm Corporation and Poundland
Group plc, Steinhoff's ad hoc announcement earlier today stated that its
Management Board resolved to increase its issued and outstanding share
capital, whereby:

- 162 million new ordinary shares will be subscribed for by Upington
Investment Holdings B.V. ("Upington"), a company ultimately controlled
by a family trust of Dr Christo Wiese, Steinhoff's largest shareholder
and chairman of Steinhoff's Supervisory Board (the "Upington
Subscription"). The total proceeds of the Upington Subscription will be
approximately EUR819 million;

- 60 million new ordinary shares will be subscribed for by Lancaster 101
Proprietary Limited ("Lancaster") pursuant to a fully funded Black
Economic Empowerment transaction (the "Lancaster Subscription" and
together with the Upington Subscription, the "Subscriptions"). The
Public Investment Corporation, Steinhoff's second largest shareholder
will facilitate the Lancaster Subscription and the total proceeds of
the Lancaster Subscription will be approximately EUR303 million; and

- an additional up to 110 million new ordinary shares (the "Placing
Shares") will be offered to institutional investors via an accelerated
bookbuild (the "Upsize Facility").

The aggregate number of new ordinary shares to be issued in connection with
the Subscriptions and the Upsize Facility (together, the "New Shares")
amounts to 332 million New Shares and represents 8.5 per cent. of the
Company's issued and outstanding ordinary share capital as at 27 September
2016.

Additionally, Upington has also agreed to purchase 152 million existing
ordinary shares (which are currently classified as treasury shares for the