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Wednesday 13 December, 2006

Steinhoff Intl Hldgs

Offer for Homestyle Group PLC

Steinhoff International Hldgs Ltd
13 December 2006


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF
AMERICA, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DO SO


13 December 2006


EMBARGOED FOR RELEASE AT 7.00 A.M.


Steinhoff International Holdings Limited


       Recommended proposals by Steinhoff International Holdings Limited

  ('Steinhoff International') and Steinhoff Europe AG ('Steinhoff Europe') to

    acquire the minority shareholdings in Homestyle Group PLC ('Homestyle')

 by way of a scheme of arrangement under section 425 of the Companies Act 1985


On 17 November 2006, Homestyle announced that Steinhoff International and
Steinhoff Europe had approached the Homestyle Board with a proposal to acquire
all the Homestyle Shares not already owned by Steinhoff Europe.  The boards of
Steinhoff International and Steinhoff Europe and the Independent Directors of
Homestyle are now pleased to announce that they have agreed the terms of
recommended proposals to be made by Steinhoff International and Steinhoff Europe
for the acquisition by Steinhoff Europe of all of the outstanding Homestyle
Shares (that is, all the issued and to be issued Homestyle Shares other than
those owned by Steinhoff Europe).  The outstanding Homestyle Shares represent
approximately 39 per cent. of the Homestyle Shares in issue.  The Proposals are
to be effected by way of a scheme of arrangement under section 425 of the
Companies Act.

Highlights

•        Under the Proposals, which are being recommended by the Independent
Directors of Homestyle, Scheme Shareholders can elect to receive either:

(i)         the Share Election of not less than 0.736 New Steinhoff Shares and
not more than one New Steinhoff Share for each Scheme Share held (as determined
in accordance with the Ratio, being a formula based on the £/R exchange rate
which will be calculated two business days prior to the expected Effective Date
of the Scheme); or

(ii)        the Cash Election of 100p in cash for each Scheme Share held.

•        On the basis of the closing price of a Steinhoff Share of R23.51 as at
12 December 2006 (the last dealing day prior to the date of this Announcement)
and the £/R exchange rate as at that date of approximately £1: R13.77, the Share
Election values each Scheme Share at approximately 126 pence and the total
issued share capital of Homestyle at approximately £326.4 million (such
valuation is subject to change depending on the Rand share price of a Steinhoff
Share and the £/R exchange rate at the time that the Ratio is calculated).

•        On the above basis, the Share Election represents a premium of
approximately 23.5 per cent. over the Closing Price of 102p per Homestyle Share
on 16 November 2006, being the last dealing day prior to the announcement by
Homestyle that it had received an approach from Steinhoff International and
Steinhoff Europe which may or may not lead to an offer or other proposal being
made for the entire issued share capital of Homestyle which Steinhoff Europe
does not already own.

•        The Cash Election, which is being made available by Steinhoff Europe,
values the existing issued share capital of Homestyle at approximately £259.1
million and represents a discount of approximately 2 per cent. to the Closing
Price of 102p per Homestyle Share on 16 November 2006, being the last dealing
day prior to the announcement by Homestyle that it had received an approach from
Steinhoff International and Steinhoff Europe which may or may not lead to an
offer or other proposal being made for the entire issued share capital of
Homestyle which Steinhoff Europe does not already own.

•        It is expected that the Scheme Document will be despatched to
Homestyle Shareholders on or around 22 December 2006.

•        The Scheme will be subject, amongst other things, to the approval of
Scheme Shareholders at the Court Meeting, the passing of the Special Resolution
at the Extraordinary General Meeting and the approval of the Court.

Irrevocable undertakings and letters of intention

•        Binding irrevocable undertakings to vote in favour of the Scheme at the
Court Meeting and in favour of the Special Resolution at the EGM have been
received by Steinhoff International and Steinhoff Europe in respect of
25,845,026 Homestyle Shares, representing in aggregate approximately 10.0 per
cent. of the existing issued share capital of Homestyle and representing in
aggregate approximately 25.6 per cent. of the Scheme Shares currently in issue
and entitled to vote at the Court Meeting and the EGM.  The irrevocable
undertakings also provide that the relevant Homestyle Shares shall be elected
for the Share Election.

•        A non-binding letter of intention to vote in favour of the Scheme at
the Court Meeting and in favour of the Special Resolution at the EGM has been
received by Steinhoff International and Steinhoff Europe from one Homestyle
Shareholder in respect of such Homestyle Shares as may be held by such Homestyle
Shareholder at the record date of the relevant Meetings.  As at 12 December 2006
(the last dealing day prior the date of this Announcement), such Homestyle
Shareholder owned, or could procure the vote in respect of, 13,094,921 Homestyle
Shares, representing approximately 5.1 per cent. of the existing issued share
capital of Homestyle and representing approximately 12.9 per cent. of the Scheme
Shares currently in issue and entitled to vote at the Court Meeting and the EGM.
 The non-binding letter of intention also provides that the relevant Homestyle
Shares shall be elected for the Share Election.

Recommendation

•         The Independent Directors, who have been so advised by Hawkpoint,
consider the terms of the Proposals to be fair and reasonable. Accordingly, the
Independent Directors unanimously recommend that Scheme Shareholders vote in
favour of the Scheme at the Court Meeting and in favour of the Special
Resolution at the EGM.

Commenting on the Proposals, Donald Macpherson, Chairman of Homestyle, said:

'Whilst progress is being made in improving many areas of our business,
restoring acceptable levels of performance across the Homestyle Group is a
long-term project and we believe profitability will be restored more rapidly
under the ownership structure proposed by Steinhoff Europe and Steinhoff
International.  Consequently, as a result of the reduced free float and after
careful consideration of the Proposals, the Independent Directors believe the
Proposals represent the best course of action and fair value for minority
shareholders.'

Commenting on the Proposals, Markus Jooste, Chief Executive Officer of Steinhoff
International, said:

'Steinhoff International considers the Scheme to be in the best interests of
Homestyle to help facilitate its long-term recovery.  The Scheme enables
Homestyle Shareholders to realise their investment for either cash or new shares
in Steinhoff International.  By electing for the Share Election, the minority
Homestyle Shareholders will have the opportunity to continue to benefit
indirectly from Homestyle's recovery and prospects as a wholly-owned subsidiary
of Steinhoff Europe and through the global vertically integrated business model
and strategy of Steinhoff International.'

This summary should be read in conjunction with the full text of the following
Announcement and Appendices.

Appendix I contains the conditions to the implementation of the Proposals and
Appendix II contains definitions of certain terms used in this summary and the
following Announcement.




ENQUIRIES

Steinhoff International                                      Tel:
Piet Ferreira                                                +27 (0)11 445 3061
Stehan Grobler                                               +27 (0)11 445 3050

Citigroup (Financial adviser to Steinhoff)                   Tel:
Ian Hart                                                     +44 (0)20 7986 4000
Mark Todd                                                    +44 (0)20 7986 4000

Homestyle                                                    Tel:
Donald Macpherson                                            +44 (0)1925 647 200
Tim Kowalski                                                 +44 (0)1925 647 200

Hawkpoint (Financial adviser to Homestyle)                   Tel:
Christopher Darlington                                       +44 (0)20 7665 4563

Hudson Sandler Limited (PR adviser to Homestyle)             Tel:
Andrew Hayes                                                 +44 (0)20 7796 4133
Jessica Rouleau                                              +44 (0)20 7796 4133



Hawkpoint, which is authorised and regulated by the Financial Services
Authority, is acting for Homestyle Group PLC and no one else in connection with
the Proposals and will not be responsible to anyone other than Homestyle Group
PLC for providing the protections afforded to clients of Hawkpoint or for
providing advice in relation to the Proposals, the contents of this Announcement
or any transaction or arrangement referred to in this Announcement.

Citigroup, which is authorised and regulated by the Financial Services
Authority, is acting for Steinhoff International Holdings Limited and Steinhoff
Europe AG and no one else in connection with the Proposals and will not be
responsible to anyone other than Steinhoff International Holdings Limited and
Steinhoff Europe AG for providing the protections afforded to clients of
Citigroup or for providing advice in relation to the Proposals, the contents of
this Announcement or any transaction or arrangement referred to in this
Announcement.

This communication does not constitute an offer to sell or invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
securities, or the solicitation of any vote or approval, in any jurisdiction
pursuant to the Proposals or otherwise.  Any response in relation to the
Proposals should only be made on the basis of the information contained in the
Scheme Document.

Steinhoff International Holdings Limited and Steinhoff Europe AG each reserve
the right to elect to implement the Proposals by making a takeover offer under
the City Code for the entire issued and to be issued share capital of Homestyle
Group PLC not already owned by Steinhoff Europe.


The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons in
such jurisdictions into which this Announcement is released, published or
distributed should inform themselves about, and observe, such restrictions.  Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.


The availability of the Share Election to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions.  Persons who
are subject to the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable requirements.


The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them and the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since that date.
Nothing contained in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of Homestyle Group
PLC, Steinhoff International Holdings Limited or Steinhoff Europe AG, except
where otherwise stated.


Certain statements which appear in a number of places throughout this
Announcement may constitute 'forward-looking statements' which are statements
concerning matters that are not historical, including anticipated financial and
operational performance, business prospects and similar matters.  A variety of
factors could cause the actual results and expectations of Homestyle Group PLC,
Steinhoff International Holdings Limited or Steinhoff Europe AG to differ
materially from the anticipated results or other expectations expressed in any
such forward-looking statements.  The statements, if any, are illustrative only
and do not amount to any representation that they will be achieved as they
involve risks and uncertainties and relate to events and depend upon
circumstances that may or may not occur in the future.  None of Steinhoff
International Holdings Limited, Steinhoff Europe AG or Homestyle Group PLC
assumes any obligation or intends to update these forward-looking statements,
except as required pursuant to applicable law.


Dealing Disclosure Requirements


Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of Homestyle Group PLC or Steinhoff International Holdings Limited,
all 'dealings' in any 'relevant securities' of that company (including by means
of an option in respect of, or a derivative referenced to, any such 'relevant
securities') must be publicly disclosed by no later than 3.30pm (London time) on
the London business day following the date of the relevant transaction.  This
requirement will continue until the Effective Date of the Scheme or when the
'offer period' for the purposes of the City Code otherwise ends (or such later
date(s) as the Panel may specify).  If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an '
interest' in 'relevant securities' of Homestyle Group PLC or Steinhoff
International Holdings Limited, they will be deemed to be a single person for
the purposes of Rule 8.3.


Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Steinhoff International Holdings Limited or Homestyle Group PLC
by Steinhoff International Holdings Limited or Homestyle Group PLC or by any of
their respective 'associates', must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.


A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.


'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities.  In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website.  If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel on
telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.





NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DO SO



Embargoed for release at 7.00 a.m. on 13 December 2006



       Recommended proposals by Steinhoff International Holdings Limited

  ('Steinhoff International') and Steinhoff Europe AG ('Steinhoff Europe') to

     acquire the minority shareholdings in Homestyle Group PLC ('Homestyle') 

 by way of a scheme of arrangement under section 425 of the Companies Act 1985



1.         Introduction

On 17 November 2006, Homestyle announced that Steinhoff International and
Steinhoff Europe had approached the Homestyle Board with a proposal to acquire
all the Homestyle Shares not already owned by Steinhoff Europe.  The boards of
Steinhoff International and Steinhoff Europe and the Independent Directors of
Homestyle are now pleased to announce that they have agreed the terms of
recommended proposals to be made by Steinhoff International and Steinhoff Europe
for the acquisition by Steinhoff Europe of all the outstanding Homestyle Shares
(that is, all the issued and to be issued Homestyle Shares other than those
owned by Steinhoff Europe). The outstanding Homestyle Shares represent
approximately 39 per cent. of the Homestyle Shares in issue. The Proposals are
to be effected by way of a scheme of arrangement under section 425 of the
Companies Act.

In view of their connections with Steinhoff International as executive
directors, Ian Topping, Markus Jooste and Jan van der Merwe have not
participated in the consideration of the Proposals on behalf of Homestyle
Shareholders.  In addition, although David Sussman is the Senior Independent
Director of Homestyle, the Homestyle Board considers, and David Sussman has
concurred, that it is appropriate that he has not participated in the
consideration of the Proposals on behalf of Homestyle Shareholders, bearing in
mind his former directorship of a Steinhoff Group company.  Accordingly, an
independent committee of the Homestyle Board consisting of Donald Macpherson,
Tim Kowalski and Rian du Plessis has considered the Proposals on behalf of
Homestyle Shareholders.

The Independent Directors, who have been so advised by Hawkpoint, consider the
terms of the Proposals to be fair and reasonable.  In providing advice to the
Independent Directors, Hawkpoint has taken into account the commercial
assessments of the Independent Directors.  Accordingly, the Independent
Directors unanimously recommend that Homestyle Shareholders vote in favour of
the Scheme at the Court Meeting and in favour of the Special Resolution at the
EGM.

2.         Summary of the terms of the Proposals

The Proposals, which are subject to the conditions referred to in paragraph 11
(d) and set out in Appendix I to this Announcement and to any further terms and
conditions to be set out in the Scheme Document, will be effected by way of a
scheme of arrangement under section 425 of the Companies Act. Under the Scheme,
holders of Scheme Shares will be able to elect to receive:

(i)         under the Share Election, not less than 0.736 New Steinhoff Shares
and not more than one New Steinhoff Share for each Scheme Share held (as
determined in accordance with the Ratio, being a formula based on the £/R
exchange rate which will be calculated two business days prior to the expected
Effective Date of the Scheme); or

(ii)        under the Cash Election, 100p in cash for each Scheme Share held.

The Ratio is a formula which has been devised to seek to preserve the economic
value of the Share Election for Homestyle Shareholders, notwithstanding changes
in the £/Rand exchange rate between today's date and the Effective Date.  The
Ratio is subject to upper and lower parameters, such that Steinhoff
International shall not be obliged to issue more than one New Steinhoff Share
for each Scheme Share held, but shall issue not less than 0.736 New Steinhoff
Shares for each Scheme Share held.

The Ratio means such number of New Steinhoff Shares ('A') for each Scheme Share
held where:

A =        B / C

and

B =        a number equal to £1.20 converted into Rand using the £/Rand exchange rate two business days prior to
           the expected Effective Date of the Scheme; and

C =        22.50 (representing R22.50, being the 30 day volume weighted average traded price of one Steinhoff
           Share (less a discount of 9.2 per cent.) for the period up to 13 November 2006, being the date that
           the directors of Steinhoff International resolved in principle to issue the New Steinhoff Shares).


The directors of Steinhoff International are authorised to issue the New
Steinhoff Shares at a discount of up to 10 per cent.  The directors of Steinhoff
International determined the discount of 9.2 per cent. on the basis that it is
the greatest permitted discount which gives a number that reduces complications
involving roundings of shares.

However, should the Ratio give a number of New Steinhoff Shares per Scheme Share
held that would be less than 0.736, 0.736 New Steinhoff Shares per Scheme Share
held shall apply and should the Ratio give a number of New Steinhoff Shares per
Scheme Share held that would be greater than one, one New Steinhoff Share per
Scheme Share shall apply.

On the basis of the closing price of a Steinhoff Share of R23.51 as at 12
December 2006 (the last dealing day prior to the date of this Announcement) and
the £/R exchange rate as at that date of approximately £1:R13.77, the Share
Election values each Scheme Share at approximately 126 pence and the total
existing issued share capital of Homestyle at approximately £326.4 million (such
valuation is subject to change depending on the Rand share price of a Steinhoff
Share and the £/R exchange rate at the time that the Ratio is calculated).

On the above basis, the Share Election represents a premium of approximately
23.5 per cent. over the Closing Price of 102p per Homestyle Share on 16 November
2006, being the last dealing day prior to the announcement by Homestyle that it
had received an approach from Steinhoff International and Steinhoff Europe which
may or may not lead to an offer or other proposal being made for the entire
issued share capital of Homestyle which Steinhoff Europe does not already own.

The Cash Election, which is being made available by Steinhoff Europe, values the
existing issued share capital of Homestyle at approximately £259.1 million and
represents a discount of approximately 2 per cent. to the Closing Price of 102p
per Homestyle Share on 16 November 2006, the last dealing day prior to the
announcement by Homestyle that it had received an approach from Steinhoff
International and Steinhoff Europe which may or may not lead to an offer or
other proposal being made for the entire issued share capital of Homestyle which
Steinhoff Europe does not already own.

Steinhoff Europe currently owns or controls 157,665,225 Homestyle Shares
(representing approximately 61 per cent. of Homestyle's issued ordinary share
capital).  The effect of the Proposals will be that Homestyle will become a
wholly owned subsidiary of Steinhoff Europe.  The Homestyle Shares owned or
controlled by Steinhoff Europe will not be Scheme Shares and Steinhoff Europe
will not be eligible to elect for the Cash Election or the Share Election or to
receive either the Cash Consideration or New Steinhoff Shares under the Scheme.

Scheme Shareholders may only make an election for the Share Election in respect
of their entire holding of Scheme Shares.  Fractional entitlements to New
Steinhoff Shares will not be allotted or issued pursuant to the Share Election
and will be disregarded.

Full details of the Proposals (including the Explanatory Statement) which are
subject, amongst other things, to the terms and conditions set out in Appendix I
will be sent to Scheme Shareholders in a document expected to be posted on or
around 22 December 2006 (the 'Scheme Document').

Accompanying the Scheme Document will be forms of proxy for use in relation to
the Court Meeting and the Extraordinary General Meeting. The Scheme Document
will also be accompanied by a form of election to enable Scheme Shareholders to
elect, if they so wish, for the Share Election.

Scheme Shareholders who do not validly elect for the Share Election will be
deemed for the purposes of the Scheme to have elected for the Cash Election.

3.         Background to and reasons for the Proposals and their recommendation

In January 2005, Homestyle announced that the Homestyle Board had for some time
considered the Homestyle Group to be significantly over-geared and that it
wished to reduce the level of the Homestyle Group's indebtedness.  This led,
later in 2005, to Steinhoff Europe acquiring a majority interest in Homestyle
through the placing with Steinhoff Europe of new Homestyle Shares and Steinhoff
Europe's underwriting of Homestyle's open offer.


Since the refinancing of Homestyle in 2005, the markets in which Homestyle
operates have continued to be testing for its businesses.  However, decisive
actions were taken by Homestyle which have contributed to improvements in the
business and better positioned trading operations.  Despite the increasingly
competitive market, the Beds division has been rejuvenated by the appointment of
new management over the last year and is back on an expansion track following
the loss of some major concession partnerships in 2005/6.  The Harveys furniture
division continues to face challenging conditions.  The organisation has been
restructured in recent months and distribution systems have been improved.
Additional marketing and product support has been given by Steinhoff Europe, to
assist in realising the longer term ambitions for the business.  However, as the
Homestyle Directors have consistently indicated, the recovery is of a long term
nature.  The Homestyle Group is about to enter its key trading period for the
financial year, which will in large part determine the outcome for the year.


In considering the merits of the Proposals the Independent Directors have
considered the following matters:


•        the business of Steinhoff Europe (including that of its UK subsidiary,
Steinhoff UK) consists of a network of trading, distributing, wholesale and
manufacturing companies.  Homestyle's businesses have already begun to benefit
from the marketing and product support provided by Steinhoff Europe since the
refinancing in 2005.  The Independent Directors believe that bringing the
Homestyle Group under the full ownership of Steinhoff Europe would increase the
scope for integration of Homestyle's businesses with those of Steinhoff Europe
and indeed the Steinhoff Group.  This represents potential opportunities for
cost savings and for a wider and more competitive product offering by Homestyle.
Without this additional support from Steinhoff Europe, it would take longer
for Homestyle to be in a position to compete strongly in its markets, and begin
to recover its earlier profitability;


•        the combined shareholding of Homestyle's top three shareholders
(together with the holding of the EBT) exceeds 75 per cent. of the issued
Homestyle Shares which has reduced the 'free-float' of Homestyle Shares, as
described in the Listing Rules, to below 25 per cent. This may result in
Homestyle being requested by the UK Listing Authority to restore its free-float,
failing which within a period of time its listing may be suspended.  If this was
to occur, it would leave Homestyle Shareholders with an illiquid market in
Homestyle Shares.  The acquisition by Steinhoff Europe of the Homestyle Shares
that it does not already own will provide Homestyle Shareholders with the
opportunity to realise their investment in full either for cash or for New
Steinhoff Shares, which will be publicly traded on the JSE; and


•        the ability of the Steinhoff Group to access further capital for
Homestyle's businesses should enable funds to be made available to Homestyle for
the purposes of assisting the growth of Homestyle's businesses without the
associated cost of Homestyle maintaining its listing.


The Independent Directors consider the Share Election to be an appropriate part
of the Proposals as it avails those minority shareholders in Homestyle who
followed their rights pursuant to the refinancing in 2005 and/or remained
invested as shareholders in Homestyle and/or acquired Homestyle Shares
subsequent to the refinancing, with an opportunity to continue to participate in
the recovery of Homestyle (indirectly through Steinhoff International) and the
global, vertically integrated business model and strategy of Steinhoff
International.  Scheme Shareholders considering making an election for the Share
Election are advised to read the information relating to Steinhoff International
and the New Steinhoff Shares which will be set out in the Scheme Document.

The decision whether to make an election for the Share Election will depend upon
individual circumstances.  If Scheme Shareholders are in any doubt as to the
action they should take, they should seek their own financial advice from an
independent adviser.

4.         Future plans for the Homestyle Group

As a result of the refinancing in 2005, Homestyle is already a subsidiary of
Steinhoff Europe.  Homestyle will, following the implementation of the
Proposals, become a wholly-owned subsidiary of Steinhoff Europe.

Following completion of the Acquisition, the Steinhoff Directors intend to
continue to provide assistance to the management of Homestyle to drive forward
the long-term recovery of Homestyle's business.  The Acquisition is in keeping
with, and should have no material effect on, the Steinhoff Group's business
composition as a vertically integrated global manufacturer, sourcer, distributor
and retailer of household goods and furniture.

Consistent with the Steinhoff Group's vertical integration strategy, the
Steinhoff Directors intend to retain Homestyle as a significant household goods
retailer in the United Kingdom, seeking to grow its footprint, retail base and
trading densities.  In the process, the balance of the Steinhoff Group,
comprising its manufacturing, sourcing and distribution businesses, stand to
benefit through the potential for increased sales of Steinhoff Group products
through Homestyle's retail base.

The Steinhoff Directors' current intentions for Homestyle and the Steinhoff
Group are not expected to have any significant repercussions on the existing
strategies and fixed assets (including places of business) or the terms and
conditions of employment of Homestyle or the Steinhoff Group, save for any
changes that may be necessary in order to assist Homestyle's long-term recovery
and its concomitant contribution to the Steinhoff Group as a whole.

5.         Recommendation

The Independent Directors, who have been so advised by Hawkpoint, consider the
terms of the Proposals to be fair and reasonable.  In providing advice to the
Independent Directors, Hawkpoint has taken into account the commercial
assessments of the Independent Directors.

Scheme Shareholders considering making an election for the Share Election are
advised to read the information relating to Steinhoff International and the New
Steinhoff Shares which will be set out in the Scheme Document.  The decision
whether to make an election for the Share Election will depend upon individual
circumstances.  If Scheme Shareholders are in any doubt as to the action they
should take, they should seek their own financial advice from an independent
adviser.

The Independent Directors unanimously recommend that Scheme Shareholders vote in
favour of the Scheme at the Court Meeting and in favour of the Special
Resolution the Extraordinary General Meeting.  The Independent Directors do not
own, legally or beneficially, any Homestyle Shares.

6.         Information on the Steinhoff Group

Steinhoff International overview


The Steinhoff Group consists of the holding company, Steinhoff International,
and two main subsidiaries, Steinhoff Europe and Steinhoff Africa.


Steinhoff Europe consists of a network of trading, distributing and
manufacturing companies based in Central-Eastern Europe, Western Europe and the
Pacific region.   Steinhoff Europe products include both branded and non branded
household goods and furniture.  These products are sold through its own retail
chains in the UK (Homestyle), Hungary (Quattro Mobili) and Australasia (Freedom,
BaySwiss, LeatherRepublic and Capt'n Snooze).  In other instances Steinhoff
Europe's products are sold to retailers ranging from discount retailers, buying
groups and mail order companies to speciality stores in Europe, Southern Africa,
Australia and New Zealand.


Steinhoff Africa manufactures and sells furniture and other household, DIY and
timber products for the southern African market and, to a limited extent, for
export.  Steinhoff Africa is a major supplier to most of the large retail chains
in South Africa.  Steinhoff Africa also holds a controlling interest of
approximately 66 per cent. in Unitrans Limited, a JSE-listed company involved in
the provision of freight and logistics services, motor retail, car rental and
passenger services.  The Steinhoff Group also includes PG Bison Holdings
(Proprietary) Limited, which is a leading supplier of particleboard and
decorative laminates in the South African market.  Steinhoff Africa is also
involved in the production of raw materials, mainly foam and textiles, and
components predominantly used in the manufacture of household goods and
furniture.


During the financial year ended 30 June 2006, the Steinhoff Group generated
revenues of R32.2 billion (approximately £2.80 billion), of which Steinhoff
Europe (including its operations in the Pacific Rim) contributed approximately
R14.3 billion (approximately £1.24 billion), or approximately 45 per cent., and
Steinhoff Africa contributed approximately R17.9 billion (approximately £1.56
billion) or approximately 55 per cent.


Steinhoff International is listed on the JSE, and as at 12 December 2006 had a
market capitalisation of approximately R27 billion (approximately £1.96
billion).


Steinhoff UK


Steinhoff UK is a subsidiary of Steinhoff Europe.  Steinhoff UK was formed
following the acquisition of Relyon Group plc in 2001.  Its two UK bed
subsidiaries, Relyon and Sprung Slumber, produce a broad range of quality beds.
Relyon caters for the upper end of the market selling to a wide cross section of
retailers where Sprung Slumber focuses mainly on the middle market.


Steinhoff UK also manufacturers value added foam and fibre parts for the
furnishing, automotive and industrial sectors through its Pritex subsidiary.
Steinhoff UK Holdings Limited produces and sources household goods which are
sold to Homestyle.  Steinhoff UK Furniture is a wholesale and distribution
business selling sofas and dining room furniture manufactured in Poland, South
Africa and the Far East.


Current trading


The South African retail sector is expected to become more competitive as a
result of declining consumer confidence and disposable income.  However, the
Steinhoff Directors believe that Steinhoff Africa's timber and particle board
businesses are well positioned to benefit from demand elsewhere in the economy.
Initiatives are currently underway to expand the Steinhoff Group's supplier base
in China, which will in particular serve the divisions in the UK, the German
region, Australasia and South Africa.


In the German region, where the German economy is showing moderate signs of
recovery and increased consumer confidence, Steinhoff Europe continues to grow
though its existing brand and product strategy, and relationships with major
retailers, mail order companies and buying groups.  The Steinhoff Directors
expect the recovery of the Homestyle business, and its full acquisition by
Steinhoff Europe, to benefit the trading operations of Steinhoff UK and
Steinhoff Europe.


Further information on the Steinhoff Group will be contained in the Scheme
Document.


7.         Information on Homestyle

The principal activity of the Homestyle Group is the retailing of furniture and
beds in the UK.  It operates two divisions: the Beds division and the Furniture
division and has over 560 stores.

The Beds division operates from over 390 stores and three formats: Bensons for
Beds, Sleepmasters and The Bed Shed.  Bensons for Beds is the UK's largest
independent bed retailer and now operates over 220 stores throughout the UK,
with its focus on offering leading brand beds at the best available price.
Sleepmasters was acquired in March 2001, and operates from over 120 stores with
an emphasis on own branded products.  The Bed Shed was acquired in September
2001 and operates from over 50 larger format stores, predominantly located in
Scotland, focussed on a value for money proposition.

The Furniture division, which trades under the Harveys brand, is one of the UK's
leading retailers of furniture.  It operates approximately 170 stores and trades
as Harveys: The Furniture Store.  Harveys was acquired by the Homestyle Group in
2000.  The division has a strong value for money proposition aimed at the broad
mass market.

For the 61 weeks ended 1 July 2006, Homestyle's turnover was £507 million (52
weeks ended 30 April 2005 turnover of £454 million), and operating loss was £23
million (52 weeks ended 30 April 2005 operating loss £13 million), loss before
tax was £25 million (52 weeks ended 30 April 2005 loss before tax of £26
million) and loss per share was 10.6 pence (52 weeks ended 30 April 2005 loss
per share of 33.3 pence).

Further information on Homestyle will be contained in the Scheme Document.

8.         Details of the New Steinhoff Shares

The Steinhoff Shares are quoted on and tradable on the JSE.  Application will be
made for the New Steinhoff Shares to be quoted and traded on the JSE with effect
from the Effective Date.

The New Steinhoff Shares will be issued free from all liens, charges, equitable
interests, encumbrances and other third party rights and/or interests of any
nature whatsoever and with all rights attaching thereto.  The New Steinhoff
Shares will be issued credited as fully paid and will rank in full for all
dividends and other distributions made or paid after the date of their allotment
and otherwise pari passu in all respects with the existing Steinhoff Shares.

Further details of the terms of the New Steinhoff Shares and instructions on how
to elect for the Share Election will be provided in the Scheme Document.

9.         Management and employees

The Steinhoff Directors have given assurances to the Independent Directors that,
following the Scheme becoming effective, the existing employment rights,
including pension rights, of all the employees of Homestyle will be fully
safeguarded.

10.       Irrevocable undertakings and letters of intention

To become effective, the Scheme requires the approval of Scheme Shareholders at
the Court Meeting and the passing of the Special Resolution at the EGM.

Neither Steinhoff International nor Steinhoff Europe is entitled to vote at the
Court Meeting and both will abstain from voting at the EGM.  However, Steinhoff
Europe and Steinhoff International will undertake to the Court to be bound by
the Scheme.  In addition, Mr Norbert Steinhoff (a director of Steinhoff
International) is beneficially interested in 263,800 Homestyle Shares.  Mr
Steinhoff will abstain from voting at the Court Meeting and at the EGM.

Court Meeting

Steinhoff International and Steinhoff Europe have received irrevocable
undertakings to vote (or procure the vote) in favour of the Scheme at the Court
Meeting (or, in the event that the Acquisition is implemented by way of a
takeover offer, to accept such offer) in respect of 25,845,026 Homestyle Shares
in aggregate, representing approximately 25.6 per cent. of the share capital of
Homestyle expected to be in issue at the record date for the Court Meeting and
entitled to vote at that meeting (excluding those Homestyle Shares in which Mr
Norbert Steinhoff is beneficially interested).

In addition, Steinhoff International and Steinhoff Europe have received a
non-binding letter of intention to vote (or procure the vote) in favour of the
Scheme at the Court Meeting (or, in the event that the Acquisition is
implemented by way of a takeover offer, to accept such offer) from one Homestyle
Shareholder in respect of such Homestyle Shares as may be held by such Homestyle
Shareholder at the record date for the Court Meeting.  As at 12 December 2006
(the last dealing day prior to the date of this Announcement), such Homestyle
Shareholder owned, or could procure the vote in respect of, 13,094,921 Homestyle
Shares, representing approximately 12.9 per cent. of the existing issued share
capital of Homestyle expected to be in issue at the record date for the Court
Meeting and entitled to vote at that meeting (excluding those Homestyle Shares
in which Mr Norbert Steinhoff is beneficially interested).

EGM

Steinhoff International and Steinhoff Europe have also received irrevocable
undertakings to vote in favour of the Special Resolution to be proposed at the
EGM in respect of a total of 25,845,026 Homestyle Shares in aggregate,
representing approximately 25.6 per cent. of the share capital of Homestyle
expected to be in issue at the record date for the EGM (excluding the Majority
Shares and those Homestyle Shares in which Mr Norbert Steinhoff is beneficially
interested).

In addition, Steinhoff International and Steinhoff Europe have received a
non-binding letter of intention to vote in favour of the Special Resolution to
be proposed at the EGM from one Homestyle Shareholder in respect of such
Homestyle Shares as may be held by such Homestyle Shareholder at the record date
for the EGM.  As at 12 December 2006 (the last dealing day prior to the date of
this Announcement), such Homestyle Shareholder owned, or could procure the vote
in respect of, 13,094,921 Homestyle Shares, representing approximately 12.9 per
cent. of the share capital of Homestyle expected to be in issue at the record
date for the EGM (excluding the Majority Shares and those Homestyle Shares in
which Mr Norbert Steinhoff is beneficially interested).

11.       Structure of Proposals

(a)        Introduction

The Acquisition is intended to be effected by means of a scheme of arrangement
between Homestyle and the Scheme Shareholders under section 425 of the Companies
Act, the provisions of which will be set out in full in the Scheme Document. 
The purpose of the Scheme, together with the proposed changes to the articles of
association of Homestyle, is to provide for Steinhoff Europe to become the owner
of the whole of the issued share capital of Homestyle.  The Scheme will provide
for the cancellation of the Scheme Shares and the application of the reserve
arising from such cancellation in paying up in full a number of new Homestyle
Shares which is equal to the number of Scheme Shares cancelled and issuing them
to Steinhoff Europe and/or its nominee(s).

Scheme Shareholders will then receive either the Cash Consideration or the Share
Consideration on the basis set out in paragraph 2 above.

To become effective, the Scheme requires the approval of Scheme Shareholders at
the Court Meeting.  The Scheme also requires the sanction of the Court and the
passing of the Special Resolution to be proposed at the EGM, as well as
satisfaction or waiver of the other conditions set out in Appendix I. Upon the
Scheme becoming effective, it will be binding on all Homestyle Shareholders,
irrespective of whether or not they attended or voted in favour of the Scheme at
the Court Meeting or in favour of the Special Resolution at the EGM.

(b)        The Meetings

Notices of the Court Meeting and the EGM will be set out in the Scheme Document.
 Entitlements to attend and vote at the Meetings and the number of votes which
may be cast at them will be determined by reference to holdings of Homestyle
Shares as shown in the register of members of Homestyle at the time specified in
the notice of the relevant Meeting.

Neither Steinhoff International nor Steinhoff Europe is entitled to vote at the
Court Meeting and both will abstain from voting at the EGM.  However, Steinhoff
Europe and Steinhoff International will undertake to the Court to be bound by
the Scheme.  In addition, Mr Norbert Steinhoff (a director of Steinhoff
International) is beneficially interested in 263,800 Homestyle Shares.  Mr
Steinhoff will abstain from voting at the Court Meeting and at the EGM.

The Court Meeting

The Court Meeting, which is expected to be convened for 19 January 2007, will be
held at the direction of the Court to seek the approval of the Scheme
Shareholders to the Scheme.  At the Court Meeting, voting will be by way of poll
and each Scheme Shareholder present in person or by proxy will be entitled to
one vote for each Scheme Share held.  The approval required at the Court Meeting
is a majority in number of those Scheme Shareholders who are present and vote,
either in person or by proxy, and who represent 75 per cent. or more in value of
all Scheme Shares held by Scheme Shareholders represented at the meeting.

Scheme Shareholders have the right to raise any objections they may have to the
Scheme at the Court Meeting.

It is important that as many votes as possible (whether in person or by proxy)
at the Court Meeting are cast so that the Court may be satisfied that there is a
fair and reasonable representation of Scheme Shareholders' opinion.

A form of proxy for the Court Meeting will be sent to Scheme Shareholders
together with the Scheme Document.

The EGM

It is expected that the EGM will be convened for 19 January 2007, to consider
and, if thought fit, pass the Special Resolution (which requires votes in favour
representing at least 75 per cent. of the votes cast) to approve:

(i)             the reduction of capital of Homestyle (in connection with the
Scheme);

(ii)           the giving of authority to the Homestyle Directors to allot
shares in Homestyle to Steinhoff Europe, as provided for in the Scheme; and

(iii)          a share capital reorganisation and certain amendments to the
articles of association of Homestyle as described below.

Notice of the EGM will be set out in the Scheme Document.

Voting on the Special Resolution will be on a show of hands unless a poll is
demanded.  The Chairman reserves the right to demand a poll and, in such event,
each Homestyle Shareholder present in person or by proxy will be entitled to one
vote for every Homestyle Share held.

It is proposed that the articles of association of Homestyle will be amended to
ensure that any Homestyle Shares which are issued after the EGM but before the
Scheme Record Time will be subject to and bound by the Scheme.  Any Homestyle
Shares issued on the exercise of options under the Homestyle Share Option
Schemes or otherwise after the Scheme Record Time will not be subject to the
Scheme.

Accordingly, it is also proposed that the articles of association of Homestyle
will be amended so that any Homestyle Shares issued to any person other than
Steinhoff Europe (or its nominee(s)) after the Scheme Record Time will
automatically be acquired by Steinhoff Europe (or its nominee(s)) in
consideration for the payment by Steinhoff Europe to such person of the Cash
Consideration or the issue by Steinhoff International to such person of the
Share Consideration (as such person may elect or be deemed to have elected) as
would have been payable or issuable under the Scheme had such Homestyle Shares
been Scheme Shares.  The proposed amendments to the articles of association of
Homestyle will be set out in full in the notice of the EGM.

(c)        Modifications to the Scheme

The Scheme will contain a provision for Homestyle, Steinhoff International and
Steinhoff Europe jointly to consent on behalf of all concerned to any
modifications, additions or conditions to the Scheme which the Court may think
fit to approve or impose.  The Court would be unlikely to approve of or impose
any modifications, additions or conditions to the Scheme which might be material
to the interests of Scheme Shareholders unless Scheme Shareholders were informed
of any such modification, addition or condition.  It would be a matter for the
Court to decide, in its discretion, whether or not a further meeting of Scheme
Shareholders should be held.

(d)             Conditions to the Scheme

The conditions to the Scheme are set out in full in Appendix I.  The Scheme is
conditional amongst other things upon:

(i)               the Scheme becoming effective by not later than 28 February
2007 or such later date as Homestyle, Steinhoff International and Steinhoff
Europe may agree and (if required) the Court may allow;

(ii)              approval of the Scheme by a majority in number of the Scheme
Shareholders who are present and vote either in person or by proxy at the Court
Meeting, or any adjournment of that Meeting, and who represent 75 per cent. or
more in value of the Scheme Shares held by such Scheme Shareholders;

(iii)            the Special Resolution to be set out in the notice of EGM being
duly passed by the requisite majority at the EGM or any adjournment of that
Meeting; and

(iv)            the sanction (with or without modification (but subject to such
modification being acceptable to Homestyle, Steinhoff International and
Steinhoff Europe)) of the Scheme and confirmation of the reduction of capital of
Homestyle by the Court, an office copy of the Court Order and the minute of such
reduction attached thereto being delivered for registration to the Registrar of
Companies and, in the case of the reduction of capital, registration of such
Court Order by him.

(e)        Sanction of the Scheme by the Court

Under the Companies Act, the Scheme also requires the sanction of the Court.
The Court Hearing is expected to be held on 15 February 2007, subject to
satisfaction or waiver of the other conditions.  Each of Steinhoff International
and Steinhoff Europe has confirmed that it will be represented by Counsel at the
Court Hearing so as to consent to the Scheme and to undertake to the Court to be
bound by it.

The Scheme will become effective in accordance with its terms on delivery of an
office copy of the Court Order to the Registrar of Companies, and (in relation
to the reduction of capital comprised in the Proposals) the registration of such
Court Order by him.

If the Scheme becomes effective, it will be binding on all Homestyle
Shareholders irrespective of whether or not, being entitled to do so, they
attended or voted in favour of the Scheme at the Court Meeting or in favour of
the Special Resolution at the EGM.  If the Scheme does not become effective by
28 February 2007 (or such later date (if any) as Homestyle, Steinhoff
International and Steinhoff Europe may agree and (if required) the Court may
allow) the Scheme will not become effective and the Scheme will not proceed.

12.       Homestyle Share Option Schemes

Participants in the Homestyle Share Option Schemes will be contacted regarding
the effect of the Scheme on their rights under the Homestyle Share Option
Schemes.  The effect of the Proposals on subsisting options under the Homestyle
Share Option Schemes is summarised below.

Options granted under the Homestyle Share Option Schemes that are not already
exercisable will not become exercisable as a result of the Scheme becoming
effective.  Those options will continue to vest (if at all) in accordance with
the applicable vesting criteria for those options.

All Homestyle Shares issued prior to the Scheme Record Time on the exercise of
options will be subject to the terms of the Scheme.  The Scheme will not extend
to Homestyle Shares issued, including on the exercise of options, after the
Scheme Record Time.  However, as stated above, an amendment to the articles of
association of Homestyle is to be proposed at the EGM to the effect that
Homestyle Shares issued on the exercise of options after the Scheme Record Time
will be automatically transferred to Steinhoff Europe (or its nominee(s)) in
consideration for a payment by Steinhoff Europe to such person of such Cash
Consideration or the issue by Steinhoff International to such person of the
Share Consideration (as such person may elect or be deemed to have elected) as
would have been payable or issuable under the Scheme had such Homestyle Shares
been Scheme Shares.

Holders of awards under the Homestyle Group PLC Share Incentive Plan will also
be contacted regarding the effect of the Scheme on their rights.  The Homestyle
Shares to which such awards relate are issued shares and will be Scheme Shares.

13.       Disclosure of interests in Homestyle

Save for the irrevocable undertakings referred to in paragraph 10 above, the
Homestyle Shares owned by Steinhoff Europe referred to in paragraph 2 above and
the 263,800 Homestyle Shares in which Mr Norbert Steinhoff is interested
referred to at paragraphs 10 and 11 above, as at the date of this Announcement,
neither Steinhoff International nor Steinhoff Europe, nor, so far as the
Steinhoff Directors are aware, any person acting in concert with either has any
interest in or right to subscribe for any relevant securities of Homestyle nor
are they party to any short positions (whether conditional or absolute and
whether in the money or otherwise) relating to relevant securities of Homestyle,
including any short positions under derivatives, agreements to sell or any
delivery obligations or rights to require another person to take delivery.
Neither Steinhoff International nor Steinhoff Europe, nor, so far as the
Steinhoff Directors are aware, any person acting in concert with them, has
borrowed or lent any relevant securities of Homestyle.

14.       Delisting of Homestyle Shares and re-registration

The last day of dealings in, and for registration of transfers of, Homestyle
Shares is expected to be shortly before the date of the Court Hearing, following
which the Homestyle Shares will be suspended from trading on the London Stock
Exchange's market for listed securities.

Prior to the Scheme becoming effective, application will be made to the UK
Listing Authority for cancellation of the listing of the Homestyle Shares on the
Official List and to the London Stock Exchange for cancellation of the Homestyle
Shares from trading on its market for listed securities.  It is expected that
the de-listing will become effective from 8.00 a.m. on the Effective Date.

On the Effective Date, share certificates in respect of Scheme Shares will cease
to be valid.  In addition, on the Effective Date, entitlements to Scheme Shares
held within the CREST system will be cancelled.

It is proposed that, following the Scheme becoming effective, and after the
Homestyle Shares have been de-listed, Homestyle will be re-registered as a
private company.

15.       Expected timetable

It is anticipated that the Scheme Document will be posted on or around 22
December 2006, that the Court Meeting and the Extraordinary General Meeting will
be held on 19 January 2007, that the Court Hearing will take place on 15
February 2007, and that, subject to the necessary conditions being fulfilled,
the Effective Date will occur on 19 February 2007.

16.       Source of finance and cash confirmation

Steinhoff Europe proposes to finance the Cash Consideration payable pursuant to
the Cash Election through a £100 million acquisition facility being provided by
Citibank International plc.  Further details of this facility will be contained
in the Scheme Document.

Citigroup has confirmed that it is satisfied that sufficient resources are
available to Steinhoff Europe to satisfy the Cash Consideration payable to
Scheme Shareholders, assuming all Scheme Shareholders elect for the Cash
Election.

17.       Responsibility

The Steinhoff Directors accept responsibility for the information contained in
this Announcement other than the information for which responsibility is taken
pursuant to the paragraphs below. To the best of the knowledge and belief of the
Steinhoff Directors, who have taken all reasonable care to ensure such is the
case, the information contained in this Announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.

The Homestyle Directors accept responsibility for all the information contained
in this Announcement (other than the recommendation of the Proposals) relating
to Homestyle, the Homestyle Group, the opinions of Homestyle and the Homestyle
Group, the Homestyle Directors and members of their immediate families, related
trusts and their connected persons.  To the best of the knowledge and belief of
the Homestyle Directors (who have taken all reasonable care to ensure that such
is the case), the information contained in this Announcement for which they are
responsible is in accordance with the facts and does not omit anything likely to
affect the import of such information.

The Independent Directors accept responsibility for their recommendation of the
Proposals.  To the best of the knowledge and belief of the Independent Directors
(who have taken all reasonable care to ensure that such is the case), the
information contained in this Announcement for which they are responsible is in
accordance with the facts and does not omit anything likely to affect the import
of such information.

ENQUIRIES

Steinhoff International                                      Tel:
Piet Ferreira                                                +27 (0)11 445 3061
Stehan Grobler                                               +27 (0)11 445 3050

Citigroup (Financial adviser to Steinhoff)                   Tel:
Ian Hart                                                     +44 (0)20 7986 4000
Mark Todd                                                    +44 (0)20 7986 4000

Homestyle                                                    Tel:
Donald Macpherson                                            +44 (0)1925 647 200
Tim Kowalski                                                 +44 (0)1925 647 200

Hawkpoint (Financial adviser to Homestyle)                   Tel:
Christopher Darlington                                       +44 (0)20 7665 4563

Hudson Sandler Limited (PR adviser to Homestyle)             Tel:
Andrew Hayes                                                 +44 (0)20 7796 4133
Jessica Rouleau                                              +44 (0)20 7796 4133



Hawkpoint, which is authorised and regulated by the Financial Services
Authority, is acting for Homestyle Group PLC and no one else in connection with
the Proposals and will not be responsible to anyone other than Homestyle Group
PLC for providing the protections afforded to clients of Hawkpoint or for
providing advice in relation to the Proposals, the contents of this Announcement
or any transaction or arrangement referred to in this Announcement.

Citigroup, which is authorised and regulated by the Financial Services
Authority, is acting for Steinhoff International Holdings Limited and Steinhoff
Europe AG and no one else in connection with the Proposals and will not be
responsible to anyone other than Steinhoff International Holdings Limited and
Steinhoff Europe AG for providing the protections afforded to clients of
Citigroup or for providing advice in relation to the Proposals, the contents of
this Announcement or any transaction or arrangement referred to in this
Announcement.

This communication does not constitute an offer to sell or invitation to
purchase or subscribe for any securities or the solicitation of an offer to buy
securities, or the solicitation of any vote or approval, in any jurisdiction
pursuant to the Proposals or otherwise.  Any response in relation to the
Proposals should only be made on the basis of the information contained in the
Scheme Document.

Steinhoff International Holdings Limited and Steinhoff Europe AG each reserve
the right to elect to implement the Proposals by making a takeover offer under
the City Code for the entire issued and to be issued share capital of Homestyle
Group PLC not already owned by Steinhoff Europe.


The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons in
such jurisdictions into which this Announcement is released, published or
distributed should inform themselves about, and observe, such restrictions.  Any
failure to comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction.


The availability of the Share Election to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions.  Persons who
are subject to the laws of any jurisdiction other than the United Kingdom should
inform themselves about, and observe, any applicable requirements.


The statements contained in this Announcement are made as at the date of this
Announcement, unless some other time is specified in relation to them and the
release of this Announcement shall not give rise to any implication that there
has been no change in the facts set out in this Announcement since that date.
Nothing contained in this Announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of Homestyle Group
PLC, Steinhoff International Holdings Limited or Steinhoff Europe AG, except
where otherwise stated.


Certain statements which appear in a number of places throughout this
Announcement may constitute 'forward-looking statements' which are statements
concerning matters that are not historical, including anticipated financial and
operational performance, business prospects and similar matters.  A variety of
factors could cause the actual results and expectations of Homestyle Group PLC,
Steinhoff International Holdings Limited or Steinhoff Europe AG to differ
materially from the anticipated results or other expectations expressed in any
such forward-looking statements.  The statements, if any, are illustrative only
and do not amount to any representation that they will be achieved as they
involve risks and uncertainties and relate to events and depend upon
circumstances that may or may not occur in the future.  None of Steinhoff
International Holdings Limited, Steinhoff Europe AG or Homestyle Group PLC
assumes any obligation or intends to update these forward-looking statements,
except as required pursuant to applicable law.


Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1% or more of any class of 'relevant
securities' of Homestyle Group PLC or Steinhoff International Holdings Limited,
all 'dealings' in any 'relevant securities' of that company (including by means
of an option in respect of, or a derivative referenced to, any such 'relevant
securities') must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the Effective Date of the Scheme or when the
'offer period' for the purposes of the City Code otherwise ends (or such later
date(s) as the Panel may specify). If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
'interest' in 'relevant securities' of Homestyle Group PLC or Steinhoff
International Holdings Limited, they will be deemed to be a single person for
the purpose of Rule 8.3.


Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Homestyle Group PLC or Steinhoff International Holdings Limited,
by Homestyle Group PLC or Steinhoff International Holdings Limited or by any of
their respective 'associates', must be disclosed by no later than 12.00 noon
(London time) on the London business day following the date of the relevant
transaction.


A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk.


'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.


Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel on
telephone number +44 (0)20 7638 0129; fax number +44 (0)20 7236 7013.


                                   APPENDIX I

                 CONDITIONS TO IMPLEMENTATION OF THE PROPOSALS

1.        The Proposals will be conditional upon the Scheme becoming
unconditional and being implemented by no later than 28 February 2007 or such
later date as, subject to the City Code, Homestyle, Steinhoff International and
Steinhoff Europe may agree and (if required) the Court may allow.

The Scheme will be conditional upon:

(a)       approval of the Scheme by a majority in number representing 75 per
cent. or more in value of the Scheme Shares held by Scheme Shareholders who are
present and voting, either in person or by proxy, at the Court Meeting or at any
adjournment of that Meeting;

(b)       the resolution to be set out in the notice of the EGM (namely the
Special Resolution) being duly passed by the requisite majority at the EGM or at
any adjournment of that Meeting;

(c)       the sanction (with or without modification (but subject to such
modification being acceptable to Homestyle, Steinhoff International and
Steinhoff Europe)) of the Scheme and the confirmation of the reduction of
capital of Homestyle by the Court, an office copy of the Court Order and of the
minute confirming the reduction of capital of Homestyle being delivered for
registration to the Registrar of Companies in England and Wales and, in the case
of the reduction of capital of Homestyle, registration of such Court Order by
the Registrar of Companies in England and Wales; and

(d)       the JSE agreeing to admit to trading the New Steinhoff Shares and such
admission becoming effective.

2.         Homestyle, Steinhoff International and Steinhoff Europe have agreed
that, subject as stated in paragraph 3 below, application to the Court to
sanction the Scheme and to confirm the reduction of capital of Homestyle will
not be made unless the conditions in paragraphs 1(a) and (b) above had been
fulfilled and, immediately prior to the hearing of the petition to sanction the
Scheme and to confirm the reduction of capital of Homestyle (or any adjournment
of such hearing), the following conditions are satisfied or waived:

(a)              all authorisations, orders, grants, recognitions,
confirmations, consents, clearances, certificates, licences, permissions and
approvals necessary or reasonably considered by Steinhoff International and
Steinhoff Europe to be appropriate for, or in respect of, the Proposals and the
implementation of the Scheme have been obtained, in terms and in a form
reasonably satisfactory to Steinhoff International and Steinhoff Europe and,
where the absence of any thereof would, in the reasonable opinion of Steinhoff
International and Steinhoff Europe, have a material adverse effect on the
Homestyle Group and the Steinhoff Group taken together as a whole (the 'Enlarged
Group'), these remain in full force and effect, and no intimation of an
intention to revoke or not renew any of these is received, and all necessary
filings have been made and all necessary waiting periods (including any
extensions thereof) under any applicable legislation or regulation of any
jurisdiction have expired or have been terminated (as appropriate) and all
necessary statutory and regulatory obligations in connection with the Proposals
in any jurisdiction have been complied with;

(b)             no government or governmental, quasi-governmental,
supranational, statutory or regulatory body, central bank, trade agency,
association, institution or professional or environmental body or any court or
any other similar person or body in any jurisdiction (each an 'Authority') has
taken, instituted, implemented or threatened prior to the Scheme Record Time any
action, proceeding, suit, investigation or enquiry, or enacted, made or proposed
any statute, regulation or order, or taken any other step that would or might in
any respect which would be material to the Enlarged Group taken as whole:

(i)               require the divestiture by any member of the Enlarged Group of
all or any portion of its businesses, assets or properties;

(ii)              impose any limitation on the ability of any of them to conduct
their respective businesses or to own their respective assets or properties; or

(iii)            that would or might make the Proposals or the Scheme, or their
respective implementation, void or unenforceable in any jurisdiction; and

(c)              except as publicly announced by Homestyle prior to 13 December
2006 through a Regulatory Information Service or fairly disclosed in writing to
Steinhoff International and Steinhoff Europe prior to 13 December 2006 and save
as disclosed in the annual report and accounts of Homestyle for the financial
year ended 1 July 2006, since 1 July 2006:

(i)               there having been no material adverse change or deterioration
in the business, assets, financial or trading position or profits or prospects
of the Homestyle Group taken as a whole;

(ii)              no litigation, arbitration proceedings, prosecution or other
legal proceedings to which any member of the Homestyle Group is or may become a
party (whether as claimant or defendant or otherwise), and no material enquiry
or investigation by or complaint or reference to any government or governmental,
quasi-governmental, supranational, statutory, regulatory or investigative body,
authority, court, trade agency, association or institution or professional or
environmental body or any other similar person or body whatsoever in any
relevant jurisdiction, against or in respect of any member of the Homestyle
Group, having been threatened, announced or instituted or remaining outstanding
by, against or in respect of any member of the Homestyle Group; and

(iii)            no contingent or other liability having arisen or become
apparent or increased which might be likely in either case to have a material
adverse effect on the Homestyle Group taken as a whole.

3.         Each of Steinhoff International and Steinhoff Europe reserve the
right to waive all or any of the conditions in paragraph 2 above.

4.         Neither Steinhoff International nor Steinhoff Europe will invoke any
of the conditions in paragraph 2 unless the circumstances that give rise to the
right to invoke the relevant conditions are of material significance to
Steinhoff International or Steinhoff Europe in the context of the Acquisition.

5.         Each of Steinhoff International and Steinhoff Europe reserve the
right to elect to implement the Acquisition by way of a takeover offer.  In such
event, such offer will be implemented on the same terms (subject to appropriate
amendments, including (without limitation) an acceptance condition set at 90 per
cent. of the Homestyle Shares to which such offer relates), so far as
applicable, as those which would apply to the Scheme.


                                  APPENDIX II

                                  DEFINITIONS

In this Announcement, unless the context otherwise requires, the following
expressions have the following meanings:

'Acquisition'                                         the acquisition by Steinhoff Europe of the entire issued and
                                                      to be issued share capital of Homestyle not already owned by
                                                      Steinhoff Europe, pursuant to the Proposals

'Australia'                                           the Commonwealth of Australia, its territories and
                                                      possessions

'business day' or 'dealing day'                       any day on which the London Stock Exchange is open for the
                                                      transaction of business

'Canada'                                              Canada, its provinces and territories and all areas subject
                                                      to its jurisdiction and any political sub-division of such
                                                      territories and areas

'Cash Consideration'                                  the cash consideration payable pursuant to the Cash Election

'Cash Election'                                       the election under which Scheme Shareholders may elect to
                                                      receive 100p from Steinhoff Europe per Scheme Share under the
                                                      Scheme

'Citigroup'                                           Citigroup Global Markets Limited

'City Code'                                           the City Code on Takeovers and Mergers

'Closing Price'                                       the middle market price of a Homestyle Share at the close of
                                                      business on the dealing day to which such price relates,
                                                      derived from the Daily Official List of the London Stock
                                                      Exchange for that dealing day

'Companies Act'                                       the Companies Act 1985

'Court'                                               the High Court of Justice in England and Wales

'Court Hearing'                                       the hearing by the Court of the petition to sanction the
                                                      Scheme under section 425 of the Companies Act and to confirm
                                                      the reduction of Homestyle's share capital under section 137
                                                      of the Companies Act

'Court Meeting'                                       the meeting of Scheme Shareholders to be convened by order of
                                                      the Court under section 425 of the Companies Act to consider
                                                      and, if thought fit, approve the Scheme, including any
                                                      adjournment of it

'Court Order'                                         the order of the Court sanctioning the Scheme under section
                                                      425 of the Companies Act and confirming the reduction of
                                                      capital of Homestyle under section 137 of the Companies Act
'CREST'                                               the system for the holding and transfer of uncertificated
                                                      securities operated by CRESTCo in accordance with the
                                                      Regulations

'CRESTCo '                                            CRESTCo Limited

'Daily Official List'                                 the Daily Official List of the London Stock Exchange

'EBT'                                                 the Homestyle Group PLC Employee Benefit Trust

'Effective Date'                                      the date on which the Scheme becomes effective in accordance
                                                      with its terms

'Explanatory Statement'                               the explanatory statement to be prepared in compliance with
                                                      section 426 of the Companies Act and to be set out in the
                                                      Scheme Document

'Extraordinary General Meeting' or 'EGM'              the extraordinary general meeting of Homestyle, notice of
                                                      which will be set out in the Scheme Document, including any
                                                      adjournment of that meeting

'Hawkpoint'                                           Hawkpoint Partners Limited

'Homestyle'                                           Homestyle Group PLC

'Homestyle Shares'                                    ordinary shares of 25p each in the capital of Homestyle

'Homestyle Directors' or 'Homestyle Board'            the board of directors of Homestyle

'Homestyle Group'                                     Homestyle, its subsidiaries and subsidiary undertakings

'Homestyle Shareholders'                              registered holders of Homestyle Shares

'Homestyle Share Option Schemes'                      each of the Rosebys PLC Unapproved 1997 Executive Share
                                                      Option Scheme; the Rosebys PLC 2001 Approved Executive Share
                                                      Option Scheme; the Rosebys Limited 1991 Executive Share
                                                      Option Scheme; the Cantors 1996 Non-approved Executive Share
                                                      Option Scheme; the Cantors 1996 Executive Share Option
                                                      Scheme; the Rosebys PLC 1999 Long Term Incentive Plan and the
                                                      Homestyle Group PLC Share Incentive Plan

'Independent Directors'                               Donald Macpherson, Tim Kowalski and Rian du Plessis

'JSE'                                                 the JSE Securities Exchange South Africa, operated by the JSE
                                                      Limited

'Listing Rules'                                       the rules and regulations made by the UK Listing Authority
                                                      under Part VI of the Financial Services and Markets Act 2000
                                                      (as amended from time to time)

'London Stock Exchange'                               London Stock Exchange plc

'Majority Shares'                                     the 157,665,225 Homestyle Shares currently owned or
                                                      controlled by Steinhoff Europe, together with any further
                                                      Homestyle Shares acquired by the Steinhoff Group prior to the
                                                      Scheme Record Time

'Meetings'                                            the Court Meeting and the EGM

'New Steinhoff Shares'                                the up to 101,409,623 new ordinary Steinhoff Shares (assuming
                                                      no further issues of Homestyle Shares prior to the Scheme
                                                      Record Time) to be issued to Homestyle Shareholders in
                                                      respect of the Share Consideration on the terms to be set out
                                                      in the Scheme Document

'Official List'                                       the Official List of the UK Listing Authority

'Panel'                                               the Panel on Takeovers and Mergers

'Proposals'                                           the proposals for the cancellation of the Scheme Shares as
                                                      described in this Announcement and to be described in more
                                                      detail in the Scheme Document together with the other matters
                                                      to be considered at the Meetings

'R' or 'Rand'                                         the lawful currency of South Africa

'Ratio'                                               the number of New Steinhoff Shares which are to be issued by
                                                      Steinhoff International in consideration of the cancellation
                                                      pursuant to the Scheme of each Scheme Share in respect of
                                                      which the relevant Scheme Shareholder has elected for the
                                                      Share Election, as described in paragraph 2 of this
                                                      Announcement

'Regulations'                                         Uncertificated Securities Regulations 2001 (SI 2001/3755), as
                                                      amended

'Scheme'                                              the scheme of arrangement proposed to be made under section
                                                      425 of the Companies Act between Homestyle and the holders of
                                                      Scheme Shares as described in this Announcement and to be set
                                                      out in full in the Scheme Document with, or subject to, any
                                                      modification, addition or condition approved or imposed by
                                                      the Court and agreed to by Homestyle, Steinhoff International
                                                      and Steinhoff Europe

'Scheme Document'                                     the document to be posted to Homestyle Shareholders setting
                                                      out the details of the Proposals, and convening the Meetings,
                                                      with or subject to any modification, addition or condition
                                                      approved or imposed by the Court

'Scheme Record Time'                                  6.00 p.m. on the day which is two days preceding the Court
                                                      Hearing

'Scheme Shareholders'                                 registered holders of Scheme Shares

'Scheme Shares'                                       (i) the Homestyle Shares in issue at the date of the Scheme
                                                      Document;

                                                      (ii) any Homestyle Shares issued after the date of the Scheme
                                                      Document but before the Voting Record Time; and

                                                      (iii) any Homestyle Shares issued at or after the Voting
                                                      Record Time and on or before the Scheme Record Time in
                                                      respect of which the original or any subsequent holders of
                                                      them are, or shall have agreed in writing to be, bound by the
                                                      Scheme,

                                                      in each case other than any Majority Shares

'Share Consideration'                                 the New Steinhoff Shares to be issued pursuant to the Share
                                                      Election

'Share Election'                                      the election under which Scheme Shareholders may elect to
                                                      receive such number of New Steinhoff Shares per Scheme Share
                                                      as determined in accordance with the Ratio

'Special Resolution'                                  the special resolution to be proposed at the EGM in
                                                      connection with amendments to the articles of association of
                                                      Homestyle, the approval of the capital reduction forming part
                                                      of the Proposals and the granting of authority to the
                                                      Homestyle Directors to allot new Homestyle Shares

'Steinhoff Africa'                                    Steinhoff Africa Holdings (Proprietary) Limited

'Steinhoff Directors'                                 the board of directors of Steinhoff International and the
                                                      board of directors of Steinhoff Europe

'Steinhoff Europe'                                    Steinhoff Europe AG

'Steinhoff International'                             Steinhoff International Holdings Limited

'Steinhoff Group'                                     Steinhoff International, its subsidiaries and subsidiary
                                                      undertakings

'Steinhoff UK'                                        Steinhoff UK Beds Limited

'Steinhoff Shares'                                    ordinary shares of R0.005 each in Steinhoff International

'subsidiary' and 'subsidiary undertaking'             have the meanings given by the Companies Act

'UK' or 'United Kingdom'                              the United Kingdom of Great Britain and Northern Ireland

'UK Listing Authority'                                the Financial Services Authority acting in its capacity as
                                                      the competent authority for the purposes of Part VI of the
                                                      Financial Services and Markets Act 2000

'uncertificated'                                      shall have the meaning given in the Regulations

'United States'                                       means the United States of America (including the States and
                                                      the District of Columbia), its territories, its possessions
                                                      and other areas subject to its jurisdiction

'Voting Record Time'                                  6.00 p.m. on the day which is two days before the date of the
                                                      Court Meeting or the EGM or, if the Court Meeting or the EGM
                                                      is adjourned, 6.00 p.m. on the day which is two days before
                                                      the day of such adjourned meeting

'£', 'pence' and 'p'                                  the lawful currency of the United Kingdom






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