DGAP-Ad hoc: Steinhoff International Holdings N.V.

DGAP-Adhoc: Steinhoff International Holdings N.V. : Recommended Cash Offer for Darty publication of Offer document

Steinhoff International Holdings N.V. / Key word(s): Miscellaneous

11.04.2016 16:55

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement.

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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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

11 April 2016

RECOMMENDED CASH OFFER

for

Darty plc ("Darty")

by

Conforama Investissement 2 SAS ("Conforama") (a wholly owned subsidiary of Steinhoff International Holdings N.V.)

Publication of Offer Document

On 18 March 2016 the boards of Conforama Investissement SNC and Darty announced that they had reached agreement on the terms of a unanimously recommended cash offer to be made by Conforama Investissement SNC or another wholly owned subsidiary of Steinhoff International Holdings N.V., to acquire the entire issued and to be issued ordinary share capital of Darty by way of a takeover offer within the meaning of Part 28 of the Companies Act (the "Offer").

Further to the announcement of the Offer on 18 March 2016, the board of directors of Conforama are pleased to announce that the offer document containing the full terms and conditions of the Offer and the procedures for its acceptance (the "Offer Document") is being published and posted today, together with the related Form of Acceptance, to Darty Shareholders and, for information purposes only, to participants in the Darty Share Incentive Schemes.

The First Closing Date of the Offer is 2 May 2016.

To accept the Offer in respect of certificated Darty Shares, the Form of Acceptance should be completed, signed and returned as soon as possible, and in any event so as to be received by the Receiving Agent, Computershare Investor Services PLC, no later than 1.00 p.m. (London time) on 2 May 2016 in accordance with the procedure set out in the Form of Acceptance and Part C of Appendix I of the Offer Document.

To accept the Offer in respect of uncertificated Darty Shares, acceptances should be made electronically through CREST so that the TTE Instruction settles as soon as possible and in any event no later than 1.00 p.m. (London time) on 2 May 2016 in accordance with the procedure set out in Part D of Appendix I of the Offer Document. If you are a CREST sponsored member, you should refer to your CREST sponsor as only your CREST sponsor will be able to send the necessary TTE Instruction to Euroclear. If you hold your Darty Shares through Euroclear France, you should contact your financial intermediary through whom the Darty Shares are held as soon as possible and in any event by no later than 29 April 2016.

The Offer Document together with those documents listed in paragraph 12 of Appendix II of the Offer Document will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at http://www.steinhoffinternational.com. For the avoidance of doubt, the content of such websites is not incorporated into, and does not form part of, this announcement.

Further copies of the Offer Document and the Form of Acceptance may be obtained by contacting Computershare Investor Services PLC, on 0370 707 1102 from within the UK or on +44 370 707 1102 if calling from outside the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday, excluding UK public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

Capitalised terms used but not defined in this announcement have the meanings set out in the Offer Document.

Irrevocable Undertakings and Letter of Intent

The Darty Directors have irrevocably undertaken to accept, or to take all steps within their power to procure the acceptance of, the Offer in respect of their entire beneficial holdings. Those holdings amount to, in aggregate, 1,008,161 Darty Shares, representing, in aggregate, 0.19 per cent. of the existing issued share capital of Darty. The irrevocable undertakings will cease to be binding if, amongst other things, a competing offer is received from a third party which Lazard determines to be an improvement to the terms of the Offer or the Offer lapses or is withdrawn.

Conforama Investissement SNC has also received a non-binding letter of intent from Schroder Investment Management Limited to procure acceptance of the Offer in respect of holdings comprising 74,883,606 Darty Shares and representing approximately 14.14 per cent. of the existing issued share capital of Darty.



Enquiries:

Conforama Isabelle Hoppenot (Press contact) Tel: +33 6 25 58 14 38

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

Citigroup Global Markets Limited Jan Skarbek Tel: +44 (0)20 798 6400 Nick Pagden Charles-Henri Filippi Ioannis Costoudes Peter Brown (Corporate Broking)

HSBC Bank plc Oliver Smith Tel: +44 (0)20 7991 8888 Aamir Khan Patrick Cazalaa Dimitri Fotopoulos Mark Dickenson (Corporate Broking)

Darty Simon Ward Tel: +44 (0) 20 7269 1411

Lazard & Co., Limited William Rucker Tel: +44 (0)20 7 187 2000 and +33 Matthieu Pigasse (0)1 4413 0111 Alexandra Soto Nicholas Constant

Morgan Stanley & Co. International plc Ian Hart Tel: +44 (0) 20 7425 8000 Yves Ayache Xavier Mayer

UBS Limited Craig Calvert Tel: +44 (0) 20 7567 8000 Sandip Dhillon

Media Enquiries: Havas Worldwide (French PR Adviser to Conforama) Anton Molina Tel: +33 6 37 32 80 27

Maitland (UK PR Adviser to Conforama) Kate O'Neill Tel: +44 7714 415 229

RLM Finsbury (PR Adviser to Darty) Rollo Head Tel: +44 (0)20 7251 3801 Jenny Davey



Important notice related to financial advisers

Citigroup Global Markets Limited, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to Steinhoff International Holdings N.V. and for no one else in connection with the Offer and will not be responsible to anyone other than Steinhoff International Holdings N.V. for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement.

HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to Steinhoff International Holdings N.V. and for no one else in connection with the Offer and will not be responsible to anyone other than Steinhoff International Holdings N.V. for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement.

Morgan Stanley & Co. International plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Darty and no-one else in connection with the Offer. In connection with such matters, Morgan Stanley & Co. International plc, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Lazard & Co., Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Darty and no-one else in connection with the Offer. In connection with such matters, Lazard & Co., Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein

UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Darty and no-one else in connection with the Offer. In connection with such matters, UBS Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Further information

This announcement is for information purposes only and does not constitute an offer to sell or subscribe for or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction, or the solicitation of an offer to buy securities, pursuant to the Offer or otherwise, nor shall there be any sale, issuance or transfer of securities by Darty or Conforama pursuant to the Offer in any jurisdiction in contravention of applicable laws. The Offer will be effected solely through the Offer Document, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer. Darty and Conforama urge Darty Shareholders to read the Offer Document which will be distributed to Darty Shareholders, persons with information rights and, for information purposes only, to participants in the Darty Share Plan in due course, as it will contain important information relating to the Offer.

This announcement does not constitute a prospectus or prospectus equivalent document.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas shareholders

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 other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Conforama or required by the City Code and permitted by applicable law and regulation, the Offer will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.

The availability of the Offer to Darty Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to overseas Darty Shareholders will be contained in the Offer Document.

Forward looking statements

This announcement, any oral statements made by Conforama or Darty in relation to the Offer, and other information published by Conforama or Darty may contain statements about Conforama and Darty that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Conforama's or Darty's operations and potential synergies resulting from the Offer; (iii) currency fluctuations; and (iv) the effects of government regulation on Conforama's or Darty's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and/or the operations of Conforama and Darty, and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. Each forward looking statement speaks only as of the date of this Announcement (or, in the case of an oral statement, as of the date it was made). Conforama and Darty disclaim any obligation to update or revise any forward looking or other statements contained herein, except as required by applicable law.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of the Steinhoff Group as enlarged by the Offer, Conforama and/or Darty for current or future financial years will necessarily match or exceed the historical or published earnings per share of Conforama or Darty.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the City 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.

Publication on website

A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at http://www.steinhoffinternational.com by no later than 12 noon (London time) on the Business Day following the date of this annoucement.

Neither the content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on Steinhoff's website (or any other website) is incorporated into, or forms part of, this announcement.

The Offer is subject to the provisions of the City Code. In accordance with Rule 23.2 of the City Code on Takeovers and Mergers, a copy of this announcement will be published on Darty's website at http://www.dartygroup.com.

You may request a hard copy of this announcement, free of charge, by contacting the Computershare Corporate Actions Projects, Bristol BS99 6AH, telephone 0370 707 1102 from within the UK or on +44 370 707 1102 if calling from outside the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday, excluding UK public holidays). Darty Shareholders may also request that the Offer Document, Form of Acceptance and all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

11.04.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and 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 Munich, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------