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SHP - Shoprite - Launch of Concurrent Equity and Convertible Bond Offerings
SHOPRITE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration no. 1936/007721/06
ISIN: ZAE000012084
JSE share code: SHP
NSX share code: SRH
LuSE share code: SHOPRITE
("The Group")
LAUNCH OF CONCURRENT EQUITY AND CONVERTIBLE BOND OFFERINGS
1. Transaction terms
Shoprite announces the launch of an offering of up to 27.2 million new ordinary
shares (the "Shares") of Shoprite (the "Equity Placing"), representing 5% of
ordinary shares in issue, and a concurrent offering of convertible bonds due
2017 (the "Bonds") in a nominal amount of approximately ZAR4.5 billion (the
"Bond Placing"), to be issued by Shoprite Investments (Proprietary) Limited (the
"Issuer") and guaranteed on a joint and several basis by Shoprite (subject to
the approval of Shoprite`s ordinary shareholders) and Shoprite Checkers
(Proprietary) Limited. The combined total proceeds will amount to approximately
ZAR8.0 billion.
The Bonds are expected to carry a semi-annual coupon of between 6.125-6.625% per
annum and will be convertible into Shares (subject to the approval of Shoprite`s
ordinary shareholders). The initial conversion price in respect of the Bonds
will be set at a premium of 32.5-37.5% above the placing price of the Equity
Placing. The Bonds will be issued at 100% of their nominal amount and, unless
previously converted, repurchased or redeemed, will be redeemed at par in April
2017. The Issuer will have the option to call the Bonds after the first three
years, if the price of the Shares exceeds 130% of the then prevailing conversion
price over a specified period.
The Equity Placing and the Bond Placing (together "the Transaction") will be
offered through accelerated book-building processes to qualifying institutional
investors only. The books for the Transaction are open. This is not an offer to
the public.
2. Use of proceeds
The net proceeds of the Transaction are intended to be used by Shoprite to
strengthen and improve the structure and efficiency of its balance sheet, to
enhance working capital management, to continue investment in organic growth
initiatives and to selectively pursue acquisition opportunities.
3. Shareholder participation
Dr. Christoffel Wiese, Shoprite`s Chairman and a 16.5% ordinary shareholder of
Shoprite, has announced his intention to subscribe in the Bond Placing for up to
ZAR1.7 billion in nominal amount of Bonds. As a related party to Shoprite, Dr.
Wiese is restricted from participating in the Equity Placing under rule 5.52 of
the JSE Listings Requirements.
4. Trading update
Shoprite management has confirmed that the business has performed to plan since
it announced its interim results on 21 February 2012 and is on track for the
first two months of 2012 ending February.
5. Settlement and listing
Shoprite will apply for admission of the Shares to trading on the Main Board of
the JSE Limited ("JSE"). It is expected that listing and settlement of the
Shares will take place on or about Thursday, 29 March 2012.
It is expected that settlement of the Bonds will take place on or about Monday,
2 April 2012. Shoprite will apply for admission of the Bonds to trading on the
Main Board of the JSE within 3 months following settlement of the Bonds.
6. Lock-up
Shoprite, Shoprite`s Chairman, Dr. Christoffel Wiese, and Shoprite`s Chief
Executive Officer, Dr. James Wellwood Basson, will be subject to a 120-day lock-
up in respect of Shares or securities convertible or exchangeable into Shares
held by or on behalf of them, on terms agreed between Shoprite and the
Bookrunners.
7. Bookrunners
Goldman Sachs International, Morgan Stanley & Co. International plc and Rand
Merchant Bank, a division of FirstRand Bank Limited, are acting as joint
bookrunners for the Transaction (the "Bookrunners").
Stabilisation FSA (in respect of the Bonds)
Cape Town
22 March 2012
Transaction sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited
Sponsor
Nedbank Capital
This announcement is not for publication or distribution or release, directly or
indirectly, in the United States of America (including its territories and
possessions, any state of the United States and the District of Columbia). This
announcement does not constitute or form part of an offer or solicitation of an
offer to purchase or subscribe for securities in the United States or any other
jurisdiction. The securities referred to herein have not been and will not be
registered under the United States Securities Act of 1933, as amended (the
"Securities Act"), and may not be offered or sold, directly or indirectly, in
the United States, absent registration or an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act. No public
offering of securities is being made in the United States. This announcement
does not and is not intended to constitute an offer to the public in South
Africa in terms of Chapter 4 of the South African Companies Act, 2008 (as
amended). Neither this announcement nor any copy of it may be taken, transmitted
or distributed, directly or indirectly in or into the United States, Canada,
Australia or Japan.
This announcement is for information purposes only and in member states of the
European Economic Area (other than the United Kingdom) is directed only at
persons who are qualified investors (as defined in article 2(1)(e) of EU
directive 2003/71/EC (the "Prospectus Directive") and the relevant implementing
rules and regulations adopted by each Member State). In the United Kingdom, this
announcement is directed only at the following persons: investment professionals
falling within article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); and high net worth entities, and
other persons to whom it may lawfully be communicated, falling within article
49(2)(a) to (d) of the Order.
This announcement has been issued by and is the sole responsibility of Shoprite.
No representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by any
of the Bookrunners or by any of their respective affiliates or agents as to, or
in relation to, the accuracy or completeness of this announcement or any other
written or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefore is expressly
disclaimed.
This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in the securities.
Any investment decision to buy securities in the Transaction must be made solely
on the basis of publicly available information which has not been independently
verified by the Bookrunners.
The Bookrunners are acting for Shoprite, and no one else, in connection with the
Transaction and will not be responsible to anyone other than Shoprite for
providing the protections offered to clients of the Bookrunners, nor for
providing advice in relation to the Transaction. The Bookrunners may participate
in the Transaction on a proprietary basis.
Date: 22/03/2012 07:47:32 Supplied by www.sharenet.co.za
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