STEINHOFF AFRICA RETAIL LIMITED - Completion Of The Refinancing Of Shareholder Funding And Other Matters

Completion Of The Refinancing Of Shareholder Funding And Other Matters

Steinhoff Africa Retail Limited
(Previously K2017221869 (South Africa) Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: SRR
ISIN: ZAE000247995

(“STAR” or the “Company”)

COMPLETION OF THE REFINANCING OF SHAREHOLDER FUNDING AND OTHER MATTERS

1. COMPLETION OF THE REFINANCING OF SHAREHOLDER FUNDING

    STAR shareholders are referred to the announcement made on 15 December 2017
    pertaining to the refinancing of Steinhoff shareholder funding amounting to c.ZAR16 billion
    at 30 September 2017 (“the Shareholder Funding”), as included in STAR’s 2017 audited
    annual financial statements.

    The refinancing of the Shareholder Funding was completed with the conclusion of
    agreements between STAR (and its designated wholly-owned subsidiaries) and various
    South African financial institutions. The repayment of the Shareholder Funding also
    facilitated the release of STAR and its subsidiaries from all third party guarantees related
    to the financing of the Shareholder Funding.

    The Company raised a total of ZAR18 billion stand-alone financing facilities (“New
    Facilities”) which was well received by the SA market with the overall demand exceeding
    the Company’s requirements. The refinancing was arranged and co-ordinated by
    FirstRand Bank Limited, acting through its Rand Merchant Bank division (“RMB”).

    The additional ZAR2 billion, over and above what was required to settle the Shareholder
    Funding, is being raised in line with STAR’s funding needs and growth in operations.

    The New Facilities comprise:


              Component                  Amount                Interest rate         Term

             Term Loan A              ZAR2.5 billion      JIBAR plus 200 bps        3 years

             Term Loan B              ZAR2.0 billion      JIBAR plus 215 bps        4 years

             Term Loan C              ZAR2.5 billion      JIBAR plus 225 bps        5 years

          Redeemable, Non-
           cumulative, Non-
                                                              74% of SA prime
        convertible Preference        ZAR6.0 billion                                4 years
                                                               lending rate
           Shares (“Funding
         Preference Shares”)

       Revolving Credit Facility
                                      ZAR2.5 billion      JIBAR plus 200 bps        3 years
                ("RCF")
       
          General Banking Facility                                                     364 day
                                       ZAR2.5 billion      Call Loan Rates
                 ("GBF")                                                            notice



    The STAR board would like to express its appreciation to the various South African financial
    institutions for their support in this process and especially to RMB for the arrangement and
    co-ordination thereof.

2. APPROVAL OF PROPOSED RESOLUTION IN TERMS OF SECTION 44 OF THE COMPANIES ACT,
    NO 71 OF 2008

    A condition to the issue of the Funding Preference Shares by a wholly-owned subsidiary of
    STAR (“the Issuer”) to South African financial institutions referred to above, included that
    STAR guarantees the Issuer’s contractual obligations that relate to the Funding Preference
    Shares.

    The Company confirms that STAR shareholders representing 88.98% of STAR’s issued share
    capital voted in favour of such guarantee as set out in the circular distributed to
    shareholders on 19 April 2018. Accordingly, the special resolution was approved. The issue
    of these Funding Preference Shares facilitated the redemption of funding preference
    shares issued by Steinhoff and the release of STAR and its subsidiaries from the related
    guarantee.


Parow
23 May 2018

Sponsor:
PSG Capital

Date: 23/05/2018 09:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.