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This Announcement Is Not For Distribution, Directly Or Indirectly, In Or Into

Release Date: 22/06/2006 08:05
Code(s): SHF
Wrap Text

This Announcement Is Not For Distribution, Directly Or Indirectly, In Or Into The United States Or To Us Persons, Canada, Australia, Japan Or South Africa Steinhoff - Press Release Steinhoff International Holdings Limited (Registration Number: 1998/003951/06 (Incorporated in the Republic of South Africa) (JSE Code: SHF: ISIN No. ZAE000016176) (Steinhoff) 22 June 2006 Steinhoff International Holdings Limited Announces the Launch of ZAR 1.5 billion Convertible Bonds to Meet Capital Expenditure Needs Steinhoff International Holdings Limited (the "Issuer") announced today the launch of approximately ZAR 1.5 billion unsubordinated unsecured convertible bonds due 2013 (the "Bonds"). The proceeds will be used to meet near-term capital expenditure requirements, allowing the Issuer to benefit from the attractive financing opportunities currently available in the international convertible bond market. Based on the expected range of conversion premia, the Bonds will be convertible into a maximum number of 52 million ordinary shares in the Issuer (being approximately 4.6% of the current issued share capital of the Issuer). The seven year Bonds are expected to carry a coupon of 5.45% - 5.95% per annum payable semi-annually, and the conversion price is expected to be set at a premium of 30% - 35% to the volume weighted average price (from launch to pricing) of the ordinary shares of the Issuer on the JSE Limited (JSE). The Bonds will be issued at par and redeemed at par on maturity. The Issuer has the right to redeem all outstanding Bonds at their principal amount after August 2009 if the ordinary shares trade for a specified period of time at 130% or more of the prevailing conversion price. The Bonds are expected to price today and closing is expected on or about 29 June 2006. Application has been made for the Bonds to be listed on the Singapore Stock Exchange. A fair and reasonable opinion on the conversion terms of the Bonds, will be required under section 5.53 (b) of the Listing Requirements of the JSE prior to the issuance of the Bonds. This Fair and Reasonable opinion will, upon issue, be lodged with the JSE and be kept available for inspection at the registered office of the Issuer for a period of 10 business days from the date of issue of the Bonds. The issuance of the Bonds has been approved by the Issuer Services Division of the JSE. By order of the board Company Secretary SJ Grobler Barclays Capital is the Sole Bookrunner and Lead Manager for the offering. For more information, please contact: Steinhoff International Holdings Ltd. Chief Financial Officer Jan van der Merwe +27 11 445 3041 Director : Group Services International Piet Ferreira +27 11 445 3061 Barclays Capital Douglas Decker +44 20 7773 8302 Sponsor to the Issuer in South Africa PSG Capital Ltd. Gerhard Swart +27 11 797 8436 THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES TO, OR FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) UNLESS THEY ARE REGISTERED OR EXEMPT FROM REGISTRATION. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES. IN THE UNITED KINGDOM THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY AT PERSONS WHO FALL WITHIN ARTICLE 19 OR 49 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2001 OR TO WHOM THIS ANNOUNCEMENT MAY OTHERWISE BE DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000. THE BONDS REFERRED TO IN THIS ANNOUNCEMENT SHALL BE ISSUED ONLY TO SUCH PERSONS. STABILISATION/FSA THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF OR SUBSCRIPTION FOR BONDS TO MEMBERS OF THE PUBLIC IN SOUTH AFRICA IN TERMS OF THE SOUTH AFRICAN COMPANIES ACT 1973 (AS AMENDED) OR TO SOUTH AFRICAN RESIDENTS IN TERMS OF THE SOUTH AFRICAN EXCHANGE CONTROL REGULATIONS IN SO FAR AS THOSE SOUTH AFRICAN RESIDENTS DO NOT HAVE THE APPROPRIATE APPROVALS FROM THE SOUTH. AFRICAN RESERVE BANK TO SUBSCRIBE FOR OR PURCHASE THE BONDS REFERRED TO IN THIS ANNOUNCEMENT. Date: 22/06/2006 08:05:58 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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