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SHF - Steinhoff International Holdings Limited - Exercise of EUR 45 Million
Overallotment Option in connection with EUR 345 Million Convertible Bonds
Steinhoff International Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1998/003951/06)
Share Code: SHF & ISIN: ZAE000016176
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS),
AUSTRALIA, CANADA OR JAPAN.
RELEASED IN SOUTH AFRICA FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE
AN OFFER TO SOUTH AFRICAN INVESTORS.
16 September 2010
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
1. Exercise of the Overallotment Option in connection with the EUR 345 Million
Convertible Bonds
Further to the announcements released by Steinhoff International Holdings
Limited ("SHIL") on 15 September 2010 regarding the launch of EUR 345 million
convertible bonds due in May 2016 (the "Bonds"), Citigroup Global Markets
Limited and BNP Paribas (the "Joint Bookrunners"), have exercised the
overallotment option in respect of EUR 45 million in principal amount of Bonds
on the same terms.
Accordingly, SIHL has raised an aggregate amount of EUR 390 million, before
expenses, and the number of underlying SIHL shares at an initial conversion
price of ZAR 25.758 based on a fixed exchange rate of EUR 1.00 = ZAR 9.1992,
reserved for the conversion of the 2016 Bonds amounts to approximately 139.29
million shares.
2. Financial Effects
The pro forma financial effects of the issue of the Bonds on SIHL`s earnings per
share, headline earnings per share, net asset value per share and net tangible
asset value per share for the year ended 30 June 2010 are not significant (i.e.
are less than 3%), and have therefore not been disclosed.
In accordance with the Listings Requirements of the JSE, PricewaterhouseCoopers
Corporate Finance (Pty) Ltd ("PwC") has been appointed by the board of directors
of SIHL as independent expert to consider the conversion terms of the Bonds in
relation to the fairness of the conversion terms to the ordinary shareholders of
SIHL. PwC is of the opinion that the terms and conditions of the issue of the
Bonds are fair to SIHL`s shareholders. A copy of their opinion was submitted to
the JSE`s Issuer Services Division and has now been approved. The opinion will
be available for inspection at the registered office of SIHL for a period of two
weeks from the date of closing.
Citigroup Global Markets Limited is sole global coordinator, joint bookrunner
and stabilisation manager (the "Stabilising Manager"), BNP Paribas is acting as
joint bookrunner for the offering of the Bonds while Credit Suisse and Standard
Bank are co-bookrunners.
For more information, please contact:
Steinhoff International Holdings Limited:
Markus Jooste
+27 (11) 445 3035
Piet Ferreira
+27 (11) 445 3061
Mariza Nel
+27 (11) 445 3154
Transaction sponsor: Citigroup Global Markets (Proprietary) Limited
Company sponsor: PSG Capital (Proprietary) Limited
Independent expert in respect of the Bonds: PricewaterhouseCoopers Corporate
Finance (Pty) Ltd
This announcement is not for publication, distribution or release, directly or
indirectly, in or into the United States (including its territories and
dependencies, any State of the United States and the District of Columbia). The
securities referred to herein have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States without registration there under or
pursuant to an available exemption there from. Neither this document nor the
information contained herein constitutes or forms part of an offer to sell or
the solicitation of an offer to buy securities in the United States. There will
be no public offer of the Bonds in the United States or in any other
jurisdiction.
In member states of the European Economic Area which have implemented the
Prospectus Directive (Directive 2003/71/EC) (each, a "Relevant Member State"),
this announcement is directed exclusively at persons who are "qualified
investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and
pursuant to the relevant implementing rules and regulations adopted by each
Relevant Member State.
In the United Kingdom this announcement is directed exclusively at Qualified
Investors (i) who have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who
fall within Article 49(2)(A) to (D) of the Order, and (iii) to whom it may
otherwise lawfully be communicated.
This announcement is not intended to be nor is it an offer for sale or
subscription to the public as contemplated under Chapter VI of the South African
Companies Act No.61 of 1973 nor does it constitute an offer for subscription,
sale or purchase of the Bonds to any South African resident persons or company
or any non-South African company which is a subsidiary of a South African
company. A South African resident person or company or any non-South African
company which is a subsidiary of a South African company is not permitted to
acquire the Bonds unless the express prior written approval of the South African
Reserve Bank has been obtained.
In connection with the issue of the Bonds, Citigroup Global Markets Limited (the
"Stabilising Manager") or any person acting on behalf of the Stabilising Manager
may over-allot Bonds or effect transactions with a view to supporting the market
price of the Bonds at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilising Manager (or any persons
acting on behalf of the Stabilising Manager) will undertake stabilisation
action. Any stabilisation action, if begun, may be ended at any time, and must
be brought to an end after a limited period.
This announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful.
Date: 16/09/2010 12:55:01 Supplied by www.sharenet.co.za
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