DGAP-Adhoc

Steinhoff International Holdings N.V. : Confirmation of approach to Home Retail Group plc

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

19.02.2016 18:30

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 OR REGULATIONS OF THAT JURISDICTION.

Steinhoff International Holdings NV
("Steinhoff" or the "Company")

This is an announcement of a possible offer under Rule 2.4 of the City Code
on Takeovers and Mergers (the "Code"). This announcement is not an
announcement of a firm intention to make an offer under Rule 2.7 of the
Code and there can be no certainty that an offer will be made.

Confirmation of approach to Home Retail Group plc

Steinhoff announces that it has today put forward a proposal to the Board
of Home Retail Group plc ("HRG") seeking their recommendation for a
possible all cash offer for HRG, which would result in HRG shareholders
receiving a total value of 175 pence per HRG share (the "Steinhoff All Cash
Possible Offer") comprising 147.2 pence in cash and the payments as set out
below (together the "Proposed Capital Returns") per HRG share, payable
before completion of the Steinhoff All Cash Possible Offer, of:

- approximately 25 pence (the "Homebase Capital Return"); and

- 2.8 pence per share in lieu of a final dividend in respect of the
financial year ending 27 February 2016.

Steinhoff is making this announcement to ensure that HRG shareholders are
fully informed while making any decision in connection with the possible
offer announced by J Sainsbury plc on 2 February 2016 (the "Sainsbury
Possible Offer").

Steinhoff confirms it is supportive of the ongoing disposal of Hampden
Group Limited (trading as Homebase) ("Homebase") by HRG as announced on 18
January 2016 and described in the circular to HRG shareholders dated 2
February 2016.

Steinhoff reserves the right to make an offer at any time which represents
a total value of less than 175 pence per HRG share (including Proposed
Capital Returns):

- with the agreement or recommendation of the Board of Directors of HRG;
or

- if a third party (other than J Sainsbury plc) announces a firm
intention to make an offer for HRG pursuant to Rule 2.7 of the Code,
which at that date offers a total value of less than 175 pence per HRG
share (including any Proposed Capital Returns or dividends which may be
paid by HRG); or

- following announcement by HRG of a whitewash transaction pursuant to