DGAP-Adhoc

Steinhoff International Holdings N.V. : ('Steinhoff' or the 'Company') - OPTIONS TO ACQUIRE INTERESTS IN SHOPRITE HOLDINGS LIMITED ('Shoprite') - Seite 2

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.