PLND.L Regulatory News (PLND)

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 OR REGULATIONS OF THAT JURISDICTION.

This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the City Code on Takeovers and Mergers (the "Code") and there can be no certainty that any such offer will be made nor as to the terms on which any such offer would be made.

For immediate release

15 June 2016

Steinhoff International Holdings NV

("Steinhoff" or "the Company")

Statement Regarding Share Price Movement

The Board of Steinhoff notes the recent share price movement in the share price of Poundland Group Plc ("Poundland") and confirms that it is considering a possible offer for the entire issued share capital of Poundland.

 This announcement has been made without the consent of Poundland.

 A further announcement will be made when appropriate in due course.

In accordance with Rule 2.6(a) of the Code, Steinhoff must, by not later than 5.00 p.m. on 13 July 2016, either announce a firm intention to make an offer for Poundland in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

A copy of this announcement will be published on the Company's website (http://www.steinhoffinternational.com) by no later than 12 noon on 16 June 2016.

Investec are acting as financial adviser to Steinhoff. Linklaters LLP are providing legal advice to Steinhoff.

Enquiries:

About Steinhoff:

Steinhoff is an integrated retailer that retails, sources and manufacturing household goods and general merchandise in Europe, Africa and Australasia. Retail operations are positioned towards price conscious (value) consumer segments, providing them with affordable products through a vertically integrated supply chain.

Our integrated retail divisions comprise of:

· Household goods (furniture and homeware retail businesses)

· General Merchandise focusing on clothing and footwear, accessories and homeware.

· Automotive dealerships in South Africa which provides a broad range of new and pre-owned vehicles, parts, insurance, accessories and servicing. In addition Hertz car rental outlets are included in this segment.

The group's property portfolio remains a key strategic component in securing a relevant infrastructure and store network for its integrated retail businesses.

Steinhoff has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the Johannesburg Stock Exchange and has a current market capitalisation of approximately €20 billion, approximately 105,000 employees and broad global operations with a presence in Continental Europe, Southern Africa, the UK and the Pacific Rim. Steinhoff reported revenue and operating profit for the nine-months ended 31 March 2016 of €9.9 billion and €1.1 billion, respectively.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with applicable requirements may constitute a violation of the securities law of any such jurisdiction.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Investec Bank plc ("Investec"), which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting for Steinhoff and no one else in connection with the contents of this announcement and will not be responsible to anyone other than Steinhoff for providing the protections afforded to clients of Investec or for providing advice in relation to the contents of this announcement or any other matters referred to in this announcement.

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.