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SHF - Steinhoff International Holdings Limited - Issue of EUR 450 Million

Release Date: 10/03/2011 09:00
Code(s): SHF
Wrap Text

SHF - Steinhoff International Holdings Limited - Issue of EUR 450 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in the Republic of South Africa) (Registration Number 1998/003951/06) Share Code: SHF & ISIN: ZAE000016176 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, CANADA OR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. 10 March 2011 STEINHOFF INTERNATIONAL HOLDINGS LIMITED Steinhoff International Holdings Limited ("SIHL") announces the launch of its offering of EUR 450 million senior unsecured guaranteed convertible bonds due March 2018 (the "Bonds"). In addition, SIHL has granted to Citigroup Global Markets Limited and BNP Paribas (the "Joint Bookrunners") an overallotment option of up to EUR 50 million aggregate principal amount of Bonds exercisable up to close of business in South Africa on 14 March 2011. The Bonds will be issued by Steinhoff Finance Holding GmbH (the "Issuer") which is a 100% subsidiary of SIHL incorporated in Austria. The Issuer`s payment obligations under the Bonds will be guaranteed by SIHL, which is rated Ba1 (stable outlook) by Moody`s, and the Bonds will be convertible into approximately 148 million ordinary shares of SIHL (assuming the overallotment option is exercised in full by the Joint Bookrunners). The Bonds will mature on 31 March 2018 and will be marketed with a coupon of 4.50% payable semi-annually in arrear. The conversion price is expected to be set at a premium of 32% - 37% to the volume weighted average price (from launch to pricing) of the ordinary shares of SIHL listed on the JSE Limited (the "JSE") and the Bonds are expected to have a yield to maturity of between 5.00% and 5.75%. The Bonds will be issued at 100% of their principal amount and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at between 104.17% and 110.68% of their principal amount at maturity. The Issuer will have the right to redeem all outstanding Bonds at their accreted principal amount together with accrued interest on or after 14 April 2016 if the parity value of the Bonds translated into Euro at the prevailing exchange rate shall have exceeded 140% of the principal amount of the Bonds for a specified period, or at any time at their accreted principal amount together with accrued interest if less than 10% of the Bonds originally issued remain outstanding. The Bonds are expected to be priced today and closing is expected on or about 17 March 2011. The proceeds of the issue of the Bonds will be used for general corporate purposes of the group, as enlarged after the implementation of the acquisition of Conforama Holding S.A. as announced on SENS on 31 January 2011, including further extending and diversifying the debt maturity profile and to provide financial flexibility for strategic initiatives. In accordance with the Listings Requirements of the JSE, PwC Corporate Finance (Proprietary) Limited ("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`s fairness opinion, as contemplated in Rule 5.53(b) of the JSE`s Listings Requirements, which is a condition precedent to the issue of the Bonds, will be issued by not later than the date of closing. Upon release of the PwC opinion, it will be submitted to the JSE`s Issuer Services Division and become available for inspection at the registered office of SIHL for a period of two weeks from the date of closing. Application will be made to include the Bonds for trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. Citigroup Global Markets Limited is acting as sole global co-ordinator and acting as joint bookrunner with BNP Paribas. Citigroup Global Markets Limited is acting as sole stabilising manager (the "Stabilising Manager") for the offering of the Bonds. Commerzbank AG and Standard Bank are acting as co- bookrunners for the offering of the Bonds. For more information, please contact: Steinhoff International Holdings Limited: Markus Jooste +27 (21) 808 0735 Piet Ferreira +27 (21) 808 0761 Mariza Nel +27 (21) 808 0754 Transaction sponsor: Citigroup Global Markets (Proprietary) Limited Company sponsor: PSG Capital (Proprietary) Limited Independent expert in respect of the Bonds: PwC Corporate Finance (Proprietary) Limited 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, 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: 10/03/2011 09:00:05 Supplied by www.sharenet.co.za 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.

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