Steinhoff International Holdings N.V. : Result of Accelerated Placement of ordinary shares in Pepco Group N.V.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM A PART OF AN OFFER FOR THE SALE OF, OR THE SOLICITATION OF AN OFFER TO BUY, THE SECURITIES REFERRED TO HEREIN IN ANY JURISDICTION, INCLUDING THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 Result of Accelerated Placement of ordinary shares in Pepco Group N.V.

Further to the announcement released on 17 January 2023, Steinhoff International Holdings N.V. (the “Company”, together with its subsidiaries, “Steinhoff” or the “Steinhoff Group”) announces that the Steinhoff Group has sold through IBEX Retail Investments (Europe) Limited (the “Seller”), an indirect wholly owned subsidiary of the Company, an aggregate of 38 million ordinary shares in the capital of Pepco Group N.V. (“Pepco Group”) at a price of PLN 38.95 per share (the “Placement”), raising aggregate gross sale proceeds of approximately PLN 1,480.1 million (EUR 315.2 million). The Placement was upsized from its launch size of approximately 34.5 million ordinary shares due to investor demand.

Following closing of the Placement, the Company will indirectly hold 415,594,616 ordinary shares, representing approximately 72.3% of Pepco Group’s issued share capital.

The proceeds of the Placement are payable in cash on usual settlement terms, and closing of the Placement is expected to occur on a T+2 basis on 20 January 2023. The Steinhoff Group intends to use the proceeds from the Placement to reduce its outstanding debt. Pepco Group will not receive any proceeds from the Placement.

The ordinary shares in Pepco Group retained by Steinhoff following the Placement will be subject to a 90-day lock-up period, subject to customary exemptions.

Goldman Sachs Bank Europe SE (“Goldman Sachs”) and J.P. Morgan SE (“JP Morgan”) are acting as Joint Global Coordinators in connection with the Placement. Santander Bank Polska S.A. – Santander Biuro Maklerskie (“Santander”) and Numis Europe Limited (“Numis”) are acting as Joint Bookrunners.

The Company has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the JSE Limited.

Stellenbosch, South Africa

18 January 2023

IMPORTANT NOTICE

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY OF THESE SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM UNITED STATES REGISTRATION REQUIREMENTS. NO PUBLIC OFFER OF SECURITIES IS TO BE MADE IN THE UNITED STATES AND NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA OR JAPAN. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, CANADIAN, SOUTH AFRICAN OR JAPANESE SECURITIES LAWS.

THIS ANNOUNCEMENT AND ANY OFFER OF PLACEMENT SHARES IF MADE SUBSEQUENTLY ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS (1) IN THE EEA WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF REGULATION (EU) 2017/1129 (THE “PROSPECTUS REGULATION”) AND (2) IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF THE PROSPECTUS REGULATION AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED, THE “ORDER”) OR ARE HIGH NET WORTH ENTITIES FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR ARE PERSONS TO WHOM AN OFFER OF THE PLACEMENT SHARES MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS BEING REFERRED TO AS “RELEVANT PERSONS”). PERSONS WHO ARE NOT QUALIFIED INVESTORS OR RELEVANT PERSONS SHOULD NOT TAKE ANY ACTION ON THE BASIS OF THIS ANNOUNCEMENT AND SHOULD NOT ACT OR RELY ON IT.

THE SECURITIES REFERRED TO HEREIN WILL BE OFFERED WITHIN THE UNITED STATES ONLY TO QUALIFIED INSTITUTIONAL BUYERS IN RELIANCE ON RULE 144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANOTHER EXEMPTION FROM, OR TRANSACTIONS NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT, AND OUTSIDE THE UNITED STATES IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES WITHOUT REGISTRATION THEREUNDER OR UNLESS PURSUANT TO AN AVAILABLE EXEMPTION THEREFROM. NEITHER THIS DOCUMENT NOR THE INFORMATION CONTAINED HEREIN CONSTITUTES OR FORMS PART OF AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, SECURITIES IN THE UNITED STATES. THERE WILL BE NO PUBLIC OFFER OF ANY SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.

THIS ANNOUNCEMENT DOES NOT, AND SHALL NOT, IN ANY CIRCUMSTANCES CONSTITUTE A PUBLIC OFFERING, NOR AN OFFER TO SELL OR TO SUBSCRIBE, NOR A SOLICITATION TO OFFER TO PURCHASE OR TO SUBSCRIBE SECURITIES IN ANY JURISDICTION. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFERING OR SALE OF THE SECURITIES IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE SELLER, THE JOINT GLOBAL COORDINATORS, THE JOINT BOOKRUNNERS, OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD, OR WHICH IS INTENDED TO, PERMIT A PUBLIC OFFER OF THE SECURITIES IN ANY JURISDICTION OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED BY THE COMPANY, THE SELLER, THE JOINT GLOBAL COORDINATORS AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY APPLICABLE RESTRICTIONS.

NO PROSPECTUS OR OFFERING DOCUMENT HAS BEEN OR WILL BE PREPARED IN CONNECTION WITH THE PLACEMENT. ANY INVESTMENT DECISION IN CONNECTION WITH THE PLACEMENT MUST BE MADE SOLELY ON THE BASIS OF PUBLICLY AVAILABLE INFORMATION RELATING TO THE PEPCO GROUP. SUCH INFORMATION HAS NOT BEEN INDEPENDENTLY VERIFIED AND THE COMPANY, THE SELLER, THE JOINT GLOBAL COORDINATORS AND THE JOINT BOOKRUNNERS ARE NOT RESPONSIBLE, AND EXPRESSLY DISCLAIM ANY LIABILITY, FOR SUCH INFORMATION. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ON ITS ACCURACY OR COMPLETENESS.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE A RECOMMENDATION CONCERNING THE PLACEMENT. THE PRICE AND VALUE OF SECURITIES AND ANY INCOME FROM THEM CAN GO DOWN AS WELL AS UP. PAST PERFORMANCE IS NOT A GUIDE TO FUTURE PERFORMANCE. ACQUIRING PLACEMENT SHARES TO WHICH THIS ANNOUNCEMENT RELATES MAY EXPOSE AN INVESTOR TO A SIGNIFICANT RISK OF LOSING ALL OF THE AMOUNT INVESTED. POTENTIAL INVESTORS SHOULD CONSULT A PROFESSIONAL ADVISOR AS TO THE SUITABILITY OF THE PLACEMENT FOR THE ENTITY OR PERSON CONCERNED. THIS ANNOUNCEMENT DOES NOT REPRESENT THE ANNOUNCEMENT OF A DEFINITIVE AGREEMENT TO PROCEED WITH THE PLACEMENT AND, ACCORDINGLY, THERE CAN BE NO CERTAINTY THAT THE PLACEMENT WILL PROCEED. THE COMPANY AND THE SELLER RESERVE THE RIGHT NOT TO PROCEED WITH THE PLACEMENT OR TO VARY THE TERMS OF THE PLACEMENT IN ANY WAY.

CERTAIN FIGURES CONTAINED IN THIS ANNOUNCEMENT HAVE BEEN SUBJECT TO ROUNDING ADJUSTMENTS. ACCORDINGLY, IN CERTAIN INSTANCES, THE SUM OR PERCENTAGE CHANGE OF THE NUMBERS CONTAINED IN THIS ANNOUNCEMENT MAY NOT CONFORM EXACTLY WITH THE TOTAL FIGURE GIVEN.

EACH OF GOLDMAN SACHS AND JP MORGAN IS SUPERVISED BY THE EUROPEAN CENTRAL BANK AND THE FEDERAL FINANCIAL SUPERVISORY AUTHORITY (BUNDESANSTALT FÜR FINANZDIENSTLEISTUNGSAUFSICHT) IN GERMANY. SANTANDER IS SUBJECT TO THE SUPERVISION OF THE POLISH FINANCIAL SUPERVISION COMMISSION (KOMISJA NADZORU FINANSOWEGO) WITH ITS HEADQUARTERS IN WARSAW, PIĘKNA 20, 00-549 WARSAW, POLAND. NUMIS IS REGULATED BY THE CENTRAL BANK OF IRELAND IN IRELAND. THE JOINT GLOBAL COORDINATORS AND THE JOINT BOOKRUNNERS ARE ACTING FOR THE SELLER ONLY IN CONNECTION WITH THE PLACEMENT AND NO ONE ELSE, AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE SELLER FOR PROVIDING THE PROTECTIONS OFFERED TO CLIENTS NOR FOR PROVIDING ADVICE IN RELATION TO THE PLACEMENT SHARES OR THE PLACEMENT, THE CONTENTS OF THIS ANNOUNCEMENT OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT.

IN CONNECTION WITH THE PLACEMENT, GOLDMAN SACHS, JP MORGAN, SANTANDER AND NUMIS OR ANY OF THEIR RESPECTIVE AFFILIATES MAY TAKE UP A PORTION OF THE PLACEMENT SHARES AS A PRINCIPAL POSITION AND IN THAT CAPACITY MAY RETAIN, PURCHASE, SELL, OFFER TO SELL FOR ITS OWN ACCOUNTS SUCH PLACEMENT SHARES AND OTHER SECURITIES OF THE PEPCO GROUP OR RELATED INVESTMENTS IN CONNECTION WITH THE PLACEMENT OR OTHERWISE. ACCORDINGLY, REFERENCES TO THE PLACEMENT SHARES BEING ISSUED, OFFERED, SUBSCRIBED, ACQUIRED, PLACED OR OTHERWISE DEALT IN SHOULD BE READ AS INCLUDING ANY ISSUE OR OFFER TO, OR SUBSCRIPTION, ACQUISITION, PLACEMENT OR DEALING BY ANY OF THE JOINT GLOBAL COORDINATORS, THE JOINT BOOKRUNNERS AND ANY OF THEIR RESPECTIVE AFFILIATES ACTING AS INVESTORS FOR THEIR OWN ACCOUNTS. THE JOINT GLOBAL COORDINATORS AND THE JOINT BOOKRUNNERS 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.

THIS ANNOUNCEMENT INCLUDES STATEMENTS THAT ARE, OR MAY BE DEEMED TO BE, FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS MAY BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY, INCLUDING THE TERMS “INTENDS”, “EXPECTS”, “WILL”, OR “MAY”, OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. THESE FORWARD-LOOKING STATEMENTS INCLUDE ALL MATTERS THAT ARE NOT HISTORICAL FACTS AND INCLUDE STATEMENTS REGARDING INTENTIONS, BELIEFS OR CURRENT EXPECTATIONS. NO ASSURANCES CAN BE GIVEN THAT THE FORWARD-LOOKING STATEMENTS IN THIS ANNOUNCEMENT WILL BE REALISED. AS A RESULT, NO UNDUE RELIANCE SHOULD BE PLACED ON THESE FORWARD-LOOKING STATEMENTS AS A PREDICTION OF ACTUAL EVENTS OR OTHERWISE.