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Issue of up to EUR 400 million Convertible Bonds and Repurchase of its outstanding Convertible Bonds due July 2013
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE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.
Issue of up to EUR 400 million Convertible Bonds and Repurchase of its outstanding Convertible
Bonds due July 2013
Steinhoff International Holdings Limited (SIHL) announces the launch of its offering (the Bond
Offering) of senior unsecured guaranteed convertible bonds due May 2017 (the Bonds) in a
principal amount of EUR 300 million, which may be increased up to EUR 375 million in the event SIHL
exercises in full its increase option of up to EUR 75 million (the Increase Option). In addition, SIHL
has granted to BNP Paribas and Deutsche Bank AG, London Branch, (the Global Coordinators), and
together with HSBC, (the Joint Bookrunners) an overallotment option of up to EUR 25 million
exercisable up to close of business in South Africa on 24 September 2012 (the Overallotment
Option).
In conjunction with the Bond Offering, and as an integral part of its capital management initiatives,
SIHL also announces a concurrent repurchase (the Repurchase) of up to the full outstanding
principal amount of its convertible bonds due July 2013 (the 2013 Bonds). The Repurchase will be
conducted on the date of this announcement by offering a fixed price of 108.38% of the nominal
value (107.5% of the nominal value plus accrued interest) of the 2013 Bonds. SIHL retains complete
discretion as to the final size of the Repurchase. Any 2013 Bonds repurchased will be cancelled.
The Bonds will be issued by Steinhoff Finance Holding GmbH (the Issuer), 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. The Bonds will be convertible into ordinary
shares of SIHL.
The Bonds are expected to mature on 26 May 2017 and will be marketed with a coupon range of
5.625% - 6.375%, payable semi-annually in arrear on 26 May and 26 November of each year, with a
long first coupon on 26 May 2013. The conversion price is expected to be set within a premium
range of 30% - 35% to the volume weighted average price (from launch to pricing) of the ordinary
shares of SIHL listed on the securities exchange operated by JSE Limited (the "JSE"). The Bonds will
be issued at 100% of their principal amount and, unless previously converted, redeemed or
purchased and cancelled, will be redeemed at par at maturity in May 2017.
The Issuer will have the option to redeem any outstanding Bonds at par together with accrued
interest on or after 11 December 2015 if the parity value of the Bonds translated into Euro at the
prevailing exchange rate exceeds 130% of the principal amount of the Bonds for a specified period,
or at any time at their 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 the final size of the Repurchase is expected to be
fixed today. Closing is expected on or about 26 September 2012. Application will be made to include
the Bonds for trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
The net proceeds arising from the issue of the Bonds will be earmarked principally for the
Repurchase and the balance will be used to diversify and extend the group’s current debt maturity
profile. In addition, the Bond Offering will enhance the group’s financial capacity to allow it to
pursue options considered appropriate to address the potential dilution impact of the group’s
convertible bonds (including any 2013 Bonds which remain outstanding after the Repurchase).
In accordance with the Listings Requirements of the JSE, PricewaterhouseCoopers 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 Regulation Division and become available for inspection at the registered office of
SIHL for a period of two weeks from the date of closing.
BNP Paribas and Deutsche Bank AG, London Branch are acting as joint Global Coordinators and,
together with HSBC, as Joint Bookrunners in connection with the Bond Offering and as joint dealer
managers in connection with the Repurchase. BNP Paribas is acting as sole stabilising manager (the
Stabilising Manager) for the Bond Offering. Deutsche Bank is acting as settlement agent for the
Bond Offering and the Repurchase.
For more information, please contact:
Steinhoff International Holdings Limited:
Markus Jooste
+27 (21) 808 0735
Piet Ferreira
+27 (21) 808 0708
Mariza Nel
+27 (21) 808 0711
20 September 2012
Transaction sponsor: Deutsche Securities (SA) Proprietary Limited
Company sponsor: PSG Capital (Proprietary) Limited
Independent expert in respect of the Bonds: PricewaterhouseCoopers 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 4 of the South African
Companies Act, No.71 of 2008, as amended 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: 20/09/2012 08:07:00 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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