Steinhoff International Holdings N.V. : Disposal of Kika/Leiner

Steinhoff - Disposal of Kika/Leiner

Steinhoff International Holdings N.V. (the "Company" and with its subsidiaries, the "Group")

In January 2018, the Group took steps to assist the Kika/Leiner business to formulate a restructuring plan with the objective of restoring its operating and financial performance and to set a course for it to continue as a going concern. The Kika/Leiner business is currently loss-making and placed significant cash demands on the wider Group. Further, any turnaround plan for Kika/Leiner would have required significant new investment from the Group over a number of years.

Whilst the Group considers it has been making good progress with the turnaround since the agreement of the Kika/Leiner restructuring plan, the international credit insurers of suppliers to the Kika/Leiner businesses decided to withdraw their credit insurance cover at the start of June 2018?. This withdrawal of support from credit insurers placed significant further liquidity constraints on the Kika/Leiner businesses and, in recent days, the Kika/Leiner businesses have seen this uncertainty result in a weakening of customer confidence. Following the withdrawal, the Group has held discussions with Kika/Leiner's creditors, suppliers and credit insurers in an attempt to secure their continued support for Kika/Leiner's operations, which have not been successful.

In parallel with these discussions, the Group's management team has been engaging with third parties with a view to agreeing the terms of a sale of the Kika/Leiner operating companies (the "OpCos") and property holding companies (the "PropCos", together with the OpCos, the "Kika/Leiner Sale Assets"). Following discussions with a number of interested parties, certain Group companies have today accepted a conditional offer from SIGNA Holding GmbH (the "Purchaser") to sell the Kika/Leiner Sale Assets, subject to the entry into final transaction documents (the "Disposals").

If the offer becomes unconditional and final transaction documents are agreed:

- The consideration for each of the OpCos shall be nominal. The consideration for the PropCos will be based on an agreed enterprise value, subject to certain agreed adjustments.

- Following the Disposals, the Group and the Kika/Leiner Sale Assets shall have no claims, receivables or other liabilities to each other. Any cash demands on the Group from the Kika/Leiner Sale Assets will now cease.

- The Purchaser has reserved the right to undertake confirmatory due diligence with respect to the OpCos until 19 June 2018 and the Purchaser reserves a termination right in respect of the acquisition of the PropCos to the end of July 2018 with closing expected by the end of September 2018.

- The Disposals will be conditional upon any merger control clearance applicable in the relevant jurisdictions.

The Group's wider restructuring discussions continue. Following entry in the letters of support with certain of the Group's creditors on 6 June 2018, the Group remains in constructive discussions with its creditors to agree and implement a restructuring plan, taking into account the features provided for in the restructuring framework outlined in the Company's presentation to the Group's creditors on 18 May 2018.

Shareholders and other investors in the Company are advised to exercise caution when dealing in the securities of the Group.

Stellenbosch, 14 June 2018