DGAP-News: Steinhoff International Holdings N.V. : STEINHOFF SUCCESSFULLY INCREASES SHARE CAPITAL BY 8.5% AND PLACES NEW SHARES AT EUR 5.055 PER NEW ORDINARY SHARE


DGAP-News: Steinhoff International Holdings N.V. / Key word(s): Capital
Increase
Steinhoff International Holdings N.V. : STEINHOFF SUCCESSFULLY INCREASES
SHARE CAPITAL BY 8.5% AND PLACES NEW SHARES AT EUR 5.055 PER NEW ORDINARY
SHARE

28.09.2016 / 16:36
The issuer is solely responsible for the content of this announcement.

---------------------------------------------------------------------------

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 SUCCESSFULLY INCREASES
SHARE CAPITAL BY 8.5% AND PLACES NEW SHARES AT EUR 5.055 PER NEW ORDINARY
SHARE

Stellenbosch - 28 September 2016 - Steinhoff International Holdings N.V.
("Steinhoff") announces that it has successfully placed 332 million
ordinary shares, in a transaction supported by its two major shareholders,
Dr Christo Wiese and the Public Investment Corporation.

As the largest shareholder in Steinhoff, the Wiese family invested in an
additional 314 million Steinhoff shares through Upington Investment
Holdings B.V.  In a transaction facilitated by the second largest
shareholder, the Public Investment Corporation, Lancaster 101 Prorpietary
Limited, a broad based black empowerment company, invested in 60 million
Steinhoff shares. Lastly, 110 million ordinary shares were made available
to institutional investors to participate in the capital increase during a
fixed price accelerated bookbuild launched this morning. The book was
nearly four times oversubscribed mostly relating to demand from
shareholders which will hold their shares on the Frankfurt Stock Exchange,
being Steinhoff's primary listing location. In line with regulatory
approvals, the book was allocated in full to these investors. Delivery of
the new shares and settlement of the transaction is expected to occur on or
about 30 September 2016.

The transactions raised Euro 2,447 million, which proceeds will be used to
replace acquisition facilities relating to the acquisition of the US based
Mattress Frim Holding Corporation and Poundland Plc, based in the United
Kingdom.

In commenting on the transaction group CEO Markus Jooste said, "We are
humbled by the overwhelming support we have received from our two major
shareholders backed by our global shareholder base in our capital raising
earlier today. In addition I would like to thank them for their support on
the recent additions of Mattress Firm and Poundland. My global management
teams and I remain confident that our growing scale, global retail
footprint, and focus on the value segment of the consumer markets will
continue to support good growth and value creation for all our
stakeholders".

Steinhoff International Holdings N.V.

BofA Merrill Lynch, J.P. Morgan, BNP Paribas, Citigroup Global Markets
Limited and HSBC are acting as Global Coordinators in connection with the
transaction.

COMMERZBANK, Credit Agricole CIB, Natixis, Société Générale Corporate and
Investment Banking and Unicredit Bank AG are acting as Joint Bookrunners in
connection with the transaction. Banco Santander, MUFG, Mizuho
International plc, RBC Capital Markets are acting as Co-Bookrunners in
connection with the transaction.

Linklaters LLP are acting as international legal advisors to Steinhoff.

28 September 2016For further information on the Announcement, please
contact

<pre>

Steinhoff International Holdings N.V.
Mariza Nel (Investor Relations)           Tel: +27 (0)21 808 0711


</pre>

About Steinhoff

Steinhoff is an integrated retailer that retails, sources and manufacturing
household goods and general merchandise in Europe, Africa, the USA 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.

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 EUR[20] billion, approximately
140,000 employees and broad global operations with a presence in
Continental Europe, the USA, Southern Africa, the UK and the Pacific Rim.


IMPORTANT NOTICE

No action has been taken by the Company or the Global Coordinators, or any
of their respective affiliates that would, or which is intended to, permit
a public offer of the New Shares in any jurisdiction or possession or
distribution of this Announcement or any other offering or publicity
material relating to the New Shares in any jurisdiction where action for
that purpose is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.
Persons into whose possession this Announcement comes shall inform
themselves about, and observe, such restrictions.

No prospectus will be made available in connection with the matters
contained in this Announcement and no such prospectus is required (in
accordance with the Prospectus Directive) to be published. Persons needing
advice should consult an independent financial adviser.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE
AN OFFER OR INVITATION TO UNDERWRITE, BUY, SUBSCRIBE, SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY, SELL, ACQUIRE, DISPOSE OR SUBSCRIBE FOR
THE NEW SHARES OR ANY OTHER SECURITY IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA,
JAPAN OR SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO
WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.

The New Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under
the securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of
the Securities Act and in compliance with any applicable securities laws of
any state or other jurisdiction of the United States. There is no public
offering of the New Shares in the United States, the United Kingdom or
elsewhere. No representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge or
transfer of the New Shares.

The relevant clearances have not been, and nor will they be, obtained from
the securities commission of any province or territory of Canada; and the
New Shares have not been, and nor will they be, registered under or offered
in compliance with the securities laws of any state, province or territory
of Canada, Australia or Japan. Accordingly, the New Shares may not (unless
an exemption under the relevant securities laws is applicable) be offered,
sold, resold or delivered, directly or indirectly, in or into Canada,
Australia or Japan or any other jurisdiction outside the United Kingdom or
to, or for the account or benefit of any national, resident or citizen of
Australia or Japan or to any investor located or resident in Canada.

J.P. Morgan Securities plc, Merrill Lynch International, BNP Paribas,
Citigroup Global Markets Limited and HSBC Bank plc, which are authorised by
the Prudential Regulation Authority and regulated in the United Kingdom by
the Financial Conduct Authority and the Prudential Regulation Authority,
are acting as Global Coordinators for the Company in connection with the
Placing and no one else and will not be responsible to anyone other than
the Company for providing the protections afforded to their clients nor for
providing advice to any other person in relation to the Placing and/or any
other matter referred to in this Announcement.

In member states of the European Economic Area ("EEA") which have
implemented the Prospectus Directive (each, a "Relevant Member State"),
this announcement and any offer, if made subsequently, is directed
exclusively at persons who are "qualified investors" within the meaning of
the Prospectus Directive ("Qualified Investors"). For these purposes, the
expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression "2010
PD Amending Directive" means Directive 2010/73/EU.

This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or
will be accepted by the Global Coordinators nor any of their respective
affiliates or agents (or any of their respective directors, officers,
employees or advisers) for the contents of the information contained in
this Announcement, or any other written or oral information made available
to or publicly available to any interested party or its advisers, or any
other statement made or purported to be made by or on behalf of any Global
Coordinator or any of their respective affiliates in connection with the
Company, the New Shares or the Placing and any responsibility therefor is
expressly disclaimed. The Global Coordinators and each of their respective
affiliates accordingly disclaim all and any liability, whether arising in
tort, contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and no
representation or warranty, express or implied, is made by any Global
Coordinator or any of their respective affiliates as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement.

This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the New Shares. Any investment decision to buy New Shares in
the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Global
Coordinators.

This Announcement contains (or may contain) certain forward-looking
statements with respect to certain of the Company's current expectations
and projections about future performance, anticipated events or trends and
other matters that are not historical facts. These forward-looking
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan" "estimate", "expect" and words of similar
meaning, include all matters that are not historical facts and reflect the
directors' beliefs and expectations and involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. These
statements are subject to unknown risks, uncertainties and other factors
that could cause actual results to differ materially from those expressed
or implied by such forward-looking statements. Statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
The information contained in this Announcement is subject to change without
notice and, except as required by applicable law, neither the Company nor
the Global Coordinators assume any responsibility or obligation to update
publicly or review any of the forward-looking statements contained herein.
You should not place undue reliance on forward-looking statements, which
speak only as of the date of this Announcement. Any indication in this
Announcement of the price at which New Shares have been bought or sold in
the past cannot be relied upon as a guide to future performance. No
statement in this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for the
current or future financial years will necessarily match or exceed the
historical or published earnings of the Company. The price of shares and
the income from them may go down as well as up and investors may not get
back the full amount invested on disposal of the shares. Past performance
is no guide for future performance and persons reading this Announcement
should consult an independent financial adviser.

In connection with the Placing, each of the Global Coordinators and any of
their affiliates, acting as investors for their own account, may take up a
portion of the shares in the Placing as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own accounts
such shares and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references to New
Shares being offered, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or acquisition, placing or dealing by,
the Global Coordinators and any of their affiliates acting in such
capacity. In addition, the Global Coordinators and any of their affiliates
may enter into financing arrangements (including swaps) with investors in
connection with which the Global Coordinators and any of their respective
affiliates may from time to time acquire, hold or dispose of shares. The
Global Coordinators do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.

The New Shares to be issued pursuant to the Placing will not be admitted to
trading on any stock exchange other than the Frankfurt Stock Exchange and
the Johannesburg Stock Exchange.

The most recent Annual and Interim Reports and other information are
available on the Steinhoff website at www.steinhoffinternational.com
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of,
this Announcement.

This Announcement does not constitute a recommendation concerning the
Placing.


---------------------------------------------------------------------------

28.09.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.

The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de

---------------------------------------------------------------------------

   Language:    English                                                     
   Company:     Steinhoff International Holdings N.V.                       
                Herengracht 466                                             
                1017 CA Amsterdam                                           
                Netherlands                                                 
   Phone:       +27218080700                                                
   Fax:         +27218080800                                                
   E-mail:      investors@steinhoffinternational.com                        
   Internet:    www.steinhoffinternational.com                              
   ISIN:        NL0011375019                                                
   WKN:         A14XB9                                                      
   Indices:     MDAX                                                        
   Listed:      Regulated Market in Frankfurt (Prime Standard); Regulated   
                Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,  
                Munich, Stuttgart, Tradegate Exchange                       
 
 
   End of News    DGAP News Service  
---------------------------------------------------------------------------

506773 28.09.2016