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STEINHOFF INTERNATIONAL HOLDINGS LD - Additional Repurchase of Convertible Bonds due 2013 and Increase of Total Principal Amount of Convertible Bonds due

Release Date: 11/10/2012 07:15
Code(s): SHF     PDF:  
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Additional Repurchase of Convertible Bonds due 2013 and Increase of Total Principal Amount of Convertible Bonds due

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR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.


Additional Repurchase of Convertible Bonds due 2013 and Increase of Total
Principal Amount of Convertible Bonds due May 2017


Steinhoff International Holdings Limited ("SIHL") announces that, following
inquiries by a number of holders of SIHL’s convertible bonds due July 2013
(the “2013 Bonds”), an additional ZAR 203.8 million of the 2013 Bonds have
been repurchased (the “Additional Repurchase”) from these investors today
at a purchase price of 107.5% of nominal value plus accrued interest.
Following the Additional Repurchase, the aggregate principal amount of the
2013 Bonds accepted for repurchase by SIHL is ZAR 1,465.9 million. The 2013
Bonds repurchased will be cancelled and removed from trading on the
Singapore Stock Exchange. The aggregate principal amount of the 2013 Bonds
that will be outstanding following such cancellation is ZAR 34.1 million.

The abovementioned investors indicated that they wish to maintain their
investment in SIHL and subscribe for additional senior unsecured guaranteed
convertible Bonds due May 2017 (the “2017 Bonds”). Accordingly, to fund the
Additional Repurchase, SIHL intends to issue additional 2017 Bonds of EUR
20.0 million principal amount (the “Additional Bonds”). The principal
amount of the Additional Bonds is based on the Additional Repurchase amount
converted into EUR at a fixed exchange rate of EUR 1.00 = ZAR 11.1753,
rounded up to the nearest EUR 100,000. The Additional Bonds will be
subscribed for at 100% of par value plus accrued interest by the holders
of the 2013 Bonds who participated in the Additional Repurchase on a pro
rata basis, allowing them to maintain their investment in SIHL. The
Additional Bonds will be issued on the same terms as, and will form a
single series with the 2017 Bonds issued on 26 September 2012. The issue of
the Additional Bonds will increase the total principal amount of the 2017
Bonds to EUR 420.0 million. The Additional Bonds will be admitted for
trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.

Settlement of the Additional Repurchase and issue of the Additional Bonds
is expected on Monday 15 October 2012.

BNP Paribas and Deutsche Bank AG, London Branch are acting as Global
Coordinators and, together with HSBC, as Joint Bookrunners in connection
with the offering of Additional Bonds and as joint dealer managers in
connection with the Additional Repurchase. Deutsche Bank is acting as
settlement agent for the offering of Additional Bonds and the Additional
Repurchase.
For more information, please contact:
Steinhoff International Holdings Limited:

Stehan Grobler
+27 (21) 808 0750
Piet Ferreira
+27 (21) 808 0708
Mariza Nel
+27 (21) 808 0711

11 October 2012

Transaction sponsor: Deutsche Securities (SA) Proprietary Limited
Company sponsor: PSG Capital (Proprietary) Limited
Independent expert in respect of the 2017 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 2017 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 2017 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 2017 Bonds unless the express prior written approval of the
South African Reserve Bank has been obtained.

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: 11/10/2012 07:15:00 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
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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,
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