Dfs Furn Regulatory News (DFS)

Advent International

4 November 2016

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

ADVENT INTERNATIONAL CORPORATION

Sale of ordinary shares in DFS Furniture plc

Advent International Corporation ("Advent") announces that funds managed by it have sold 25.7 million ordinary shares (the "Placing Shares") in DFS Furniture plc (the "Company") held through Advent Diamond (Luxembourg) S.à r.l. (the "Seller"), at a price of £2.40 per ordinary share, raising gross proceeds of £61.7 million. The sale was conducted by means of an accelerated bookbuild secondary placing to institutional investors (the "Placing"). The shares sold represent in aggregate approximately 12.1% of the issued share capital of the Company.

Settlement of the Placing is expected to take place on 8 November 2016. Following settlement, the Seller will hold 25.7 million ordinary shares of the Company, representing approximately 12.1% of its issued share capital.

Jefferies International Limited and UBS Limited acted as bookrunners and placing agents in relation to the Placing. Joh. Berenberg, Gossler & Co. KG acted as lead manager.

Dated: 4 November 2016

Enquiries:

FTI Consulting:

Fergus Wheeler/Louisa Feltes/Emily Desmier

Tel: +44 (0)203 727 1522/1166/1233

adventinternational@fticonsulting.com

This Announcement is for information purposes only and shall not constitute or form part of an offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.

In particular, this Announcement does not constitute or form part of any offer to buy, sell, issue, acquire or subscribe for, or the solicitation of an offer to buy, sell, issue, acquire, or subscribe for, any securities in the United States, Australia, Canada, Japan or South Africa or any other jurisdiction into which such offer or solicitation would be unlawful. In particular, the securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and may not be offered, sold or transferred, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any state or other jurisdiction of the United States. Any offering to be made in the United States will only be made to "qualified institutional buyers" as defined in Rule 144A under the Securities Act ("QIBs") pursuant to an exemption from the registration requirements under the Securities Act. The Placing Shares are being offered and sold outside the United States in accordance with Regulation S under the Securities Act. No public offering of the securities referred to herein is being made in the United Kingdom, the United States, Australia, Canada, Japan, South Africa or any other jurisdiction.

The distribution of this Announcement and the Placing of the Placing Shares as set out in this announcement in certain jurisdictions may be restricted by law. No action has been taken that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

Jefferies International Limited ("Jefferies") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting on behalf of Advent and no one else in connection with the Placing of the Placing Shares and will not be responsible to any person other than Advent for providing the protections afforded to any of their clients or for providing advice in relation to Placing of the Placing Shares. Jefferies will not regard any other person as their client in relation to the Placing of the Placing Shares.

UBS Limited ("UBS") is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting on behalf of Advent and no one else in connection with the Placing of the Placing Shares and will not be responsible to any person other than Advent for providing the protections afforded to any of their clients or for providing advice in relation to Placing of the Placing Shares. UBS will not regard any other person as their client in relation to the Placing of the Placing Shares.

Joh. Berenberg, Gossler & Co. KG ("Berenberg"), which is authorised by the German Federal Financial Supervisory Authority (BaFin) and subject to limited regulation by the Financial Conduct Authority, is acting on behalf of Advent and no-one else in connection with the Placing of the Placing Shares and will not be responsible to anyone other than Advent for providing the protections afforded to clients of Berenberg nor for providing advice in relation to any transaction or any matter referred to herein.

This Announcement has been issued by and is the sole responsibility of the Sellers. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Jefferies, UBS or Berenberg or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.