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SHP - Shoprite Holdings Limited - Results of Concurrent Equity and Convertible
Bond offerings
Shoprite Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number 1936/007721/06
ISIN: ZAE 000012084
JSE share code: SHP
NSX share code: SRH
LuSE share code: SHOPRITE
("Shoprite")
RESULTS OF CONCURRENT EQUITY AND CONVERTIBLE BOND OFFERINGS
1. Transaction terms
Shoprite Holding Limited ("Shoprite") is pleased to announce the pricing of
its offering of 27.1 million new ordinary shares (the "Shares") of Shoprite
(the "Equity Placing") and the concurrent offering of convertible bonds due
April 2017 (the "Bonds") in a nominal amount of 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 from the Equity Placing
and the Bond Placing (together "the Transaction") amount to approximately
ZAR8.0 billion.
Shoprite has agreed to issue 27.1 million Shares at a price of ZAR127.50
per Share (the "Equity Placing Price"), for gross proceeds of approximately
ZAR3.5 billion. The Equity Placing Price represents a discount of 5.8% to
the 30-day volume weighted average price of Shoprite Shares, prior to the
launch of the offering. The Shares represent 4.99% of the number of
existing Shoprite ordinary shares in issue before the Equity Placing and
4.75% of the number of Shoprite ordinary shares in issue after the Equity
Placing.
The Bonds will be convertible into Shares (subject to the approval of
Shoprite`s ordinary shareholders) at an initial conversion price of
ZAR168.94, representing a 32.5% premium to the Equity Placing Price. The
Bonds will have a semi-annual coupon of 6.5% per annum and will be issued
at 100% of their nominal amount and, unless previously converted,
repurchased or redeemed, will be redeemed at par in April 2017. Shoprite
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.
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
in Shoprite prior to the Transaction, subscribed for ZAR1.7 billion in
nominal amount of Bonds.
4. 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.
5. Lock-up
Shoprite, Shoprite`s Chairman, Dr. Christoffel Wiese, and Shoprite`s Chief
Executive Officer, Dr. James Wellwood Basson, are each 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.
6. 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 15:24:01 Supplied by www.sharenet.co.za
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