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SHF - Steinhoff International Holdings Limited - Exercise of the Overallotment
Option in connection with 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO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.
14 March 2011
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
1. Exercise of the Overallotment Option in respect of EUR 17.5 million in
connection with the Convertible Bonds
Further to the SENS announcements released by Steinhoff International Holdings
Limited ("SHIL") on 10 March 2011 regarding the launch and pricing of senior
unsecured guaranteed convertible bonds due in March 2018 (the "Bonds"),
Citigroup Global Markets Limited and BNP Paribas (the "Joint Bookrunners") have
exercised the overallotment option in respect of EUR 17.5 million in principal
amount of Bonds on the same terms.
Accordingly, SIHL has raised an aggregate amount of EUR 467.5 million, before
expenses, and the number of underlying SIHL shares at an initial conversion
price of ZAR 31.78 based on a fixed exchange rate of EUR 1.00 = ZAR 9.5248,
reserved for the conversion of the Bonds amounts to 140.1 million shares.
2. Unaudited Pro-forma Financial Effects of the Bonds
The unaudited pro forma financial effects of the Bonds on the published
unaudited interim results of SIHL for the six months ended 31 December 2010 have
been calculated on the basis that the Bonds including the overallotment option
were issued on 1 July 2010, the start of the most recently released interim
period for the six months ending 31 December 2010.
Due to the nature of these unaudited pro forma financial effects, they are
presented for illustrative purposes only and may not fairly present SIHL`s
financial position or the results of its operations following the issue of the
Bonds. Consequently, historical performance is not an appropriate reflection of
future prospects. The unaudited pro-forma financial effects are the
responsibility of the SIHL directors.
- The pro forma financial effects of the Bonds including the overallotment
option on SIHL`s earnings per share, headline earnings per share and net asset
value per share are not significant (less than 3%), and have therefore not been
disclosed;
- The pro forma financial effects of the Bonds including the overallotment
option on the diluted earnings per share is a 6% reduction from 108.5 cents per
share to 102.0 cents per share; and
- The pro forma financial effects of the Bonds including the overallotment
option on the diluted headline earnings per share is a 6% reduction from 108.6
cents per share to 102.1 cents per share.
The pro forma financial effects of the Bonds including the overallotment option
have been based on the following assumptions:
- Proceeds from the Bonds including the overallotment option are assumed to have
been used on 1 July 2010, with interest saved and incurred on the Bonds (before
tax) converted at an average exchange rate of EUR 1.00 = ZAR 9.4495, the average
exchange rate for the six month period ending 31 December 2010; and
- Tax has been computed at the SIHL`s average tax rate for six month period
ending 31 December 2010.
3. Independent Expert`s Fairness Opinion
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 has been
submitted to the JSE`s Issuer Services Division and, subject to their approval,
will become available for inspection at the registered office of the 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: 15/03/2011 07:36:00 Supplied by www.sharenet.co.za
Produced by the JSE SENS Department.
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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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