Steinhoff International Holdings N.V. : - Update on disposal of Kika/Leiner

Steinhoff - Update on disposal of Kika/Leiner

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

Further to the Company's announcement on 14 June 2018 (the "Previous Announcement"), the Company is pleased to announce that definitive transaction documents have now been entered into by certain Group companies (the "Sellers") in respect of the sale of the Kika/Leiner operating companies (the "OpCos") and property holding companies (the "PropCos") to SIGNA Holding GmbH (the "Purchaser") (the "Disposals" and each a "Disposal").

The Purchaser has now completed its confirmatory due diligence with regard to the OpCos. The key terms of the Disposals, which are consistent with those set out in the conditional offer and outlined in the Previous Announcement, are set out below:

- Disposal of OpCos. The consideration for each of the OpCos shall be a nominal amount. The sale of the OpCos is conditional upon merger clearance being received from the competition authorities in each of Austria, the Czech Republic and Slovakia on or before the long-stop date of 30 September 2018. It is acknowledged in the OpCo sale and purchase agreement that Steinhoff Europe AG is released from all support commitments it had to the OpCos.

- Disposal of PropCos. The consideration for the PropCos is based on an enterprise value of circa EUR490 million which is subject to certain agreed balance sheet adjustments (including in relation to any secured indebtedness) determined as at the date of closing of the sale ("Closing" which in no event shall occur prior to 30 September 2018). The sale of the PropCos is conditional upon approvals being obtained from competent national competition authorities and closing of the sale of the OpCos. In addition, the Purchaser has the right to terminate the sale and purchase agreements for the PropCos in certain circumstances, and thus only continue with the acquisition of the OpCos, including: (i) at any time up to and including 15 August 2018; and (ii) if the adjusted consideration, calculated by reference to the 30 June 2018 balance sheet, would fall below an agreed level of minimum proceeds. If Closing has not occurred on or before 2 January 2019, either party may decide to terminate the sale and purchase agreements in respect of the PropCos.

Danie van der Merwe, acting Steinhoff CEO, explained that "the withdrawal of credit insurance cover to Kika/Leiner created significant liquidity constraints for the Kika/Leiner businesses which would have placed significant further cash demands on the wider Steinhoff Group given the businesses are both loss-making and require significant investment to implement the turnaround". He added. "SIGNA was founded 18 years ago and has become a European leader comprising both SIGNA Retail (in 127 locations across Europe) and SIGNA Real Estate. SIGNA has prior restructuring experience in the retail sector (with Karstadt) and as such offers the Kika/Leiner business, its suppliers, customers and employees the support required at this time. Steinhoff would like to thank the Kika/Leiner management team and all the employees of Kika/Leiner for their loyalty and hard work during this very difficult time for our Group".

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

Stellenbosch, 22 June 2018