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EDCON LIMITED - Edcon launches new bond offering

Release Date: 06/11/2013 17:22
Code(s): EDC01     PDF:  
Wrap Text
Edcon launches new bond offering

Edcon Holdings Limited
Incorporated in the Republic of South Africa
Registration number 2006/036903/06
Company code: BIEDC1
(“Edcon”)

EDCON LAUNCHES NEW BOND OFFERING

Johannesburg, South Africa —6 November 2013. Edcon today
launched an offering of €400 million equivalent in aggregate
principal amount of euro-denominated fixed rate senior notes due
2019 (the “Notes”).

Edcon also announced the launch of a tender offer for any and
all of its €378,000,000 aggregate principal amount of senior
floating rate notes due 2015 (the “2015 Notes”) held by persons
not located or resident in the United States (the “Tender
Offer”) and the anticipation of the announcement of a redemption
of the 2015 Notes that are not validly tendered and accepted for
purchase pursuant to the Tender Offer (the “2015 Senior Notes
Redemption”).

The net proceeds from the offering of the Notes will be used to
repurchase the 2015 Notes tendered pursuant to the Tender Offer
and to fund the 2015 Senior Note Redemption.

The Notes are being offered only to qualified institutional
buyers in accordance with Rule 144A under the Securities Act and
outside the United States in accordance with Regulation S under
the Securities Act.

About Edcon
Edcon is the largest non-food retailer in South Africa, with a
25% market share of the South African clothing and footwear
market by revenue as at June 2013. Edcon has been in operation
for more than 80 years and has expanded its footprint to include
1,301 stores, including 145 stores in countries outside of South
Africa. Edcon’s Edgars division, which consists of department
stores targeted at middle- to upper-income customers, includes
store chains such as Edgars, Edgars Active, Edgars Shoe Gallery,
Boardmans, and Red Square as well as well as its mono-branded
stores, and accounted for 52.7% of Edcon’s total retail sales in
LTM 2013. Edcon’s Discount division, which consists of its
discount stores selling value merchandise targeted at lower- to
middle-income customers, includes the Jet, Legit, and Jet Mart
store chains, and accounted for 39.1% of its total retail sales
in LTM 2013. In addition, Edcon is the leading retailer of


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stationary books and magazines in South Africa under its CNA
division, which accounted for 8.2% of Edcon’s total retail sales
in LTM 2013. Finally, 9.8% of Edcon’s total retail sales in LTM
2013 derived from its sale of mobile phones, related accessories
and airtime across all Edcon divisions. Edcon Holdings Limited
is controlled by certain funds advised by affiliates of Bain
Capital and certain co-investors.

                        ****************

The offering of the Notes is being made by means of an offering
memorandum. This announcement does not constitute an offer to
sell or the solicitation of an offer to buy the Notes or any
other security and shall not constitute an offer, solicitation
or sale in the United States or in any jurisdiction in which, or
to any persons to whom, such offering, solicitation or sale
would be unlawful.

The Notes have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"),
or any U.S. state securities laws, and may not be offered or
sold within the United States or to, or for the account or
benefit of, U.S. persons except pursuant to an exemption from,
or in a transaction not subject to, the registration
requirements of the Securities Act. Accordingly, the Notes are
being offered and sold in the United States only to qualified
institutional buyers in accordance with Rule 144A under the
Securities Act and outside the United States in accordance with
Regulation S under the Securities Act.

Promotion of the Notes in the United Kingdom is restricted by
the Financial Services and Markets Act 2000 (the "FSMA"), and
accordingly, the Notes are not being promoted to the general
public in the United Kingdom. This announcement is for
distribution only to, and is only directed at, persons who (i)
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 "Financial Promotion Order"), (ii) are persons falling
within Article 49(2)(a) to (d) (high net worth companies,
unincorporated associations, etc.) of the Financial Promotion
Order, or (iii) are persons to whom an invitation or inducement
to engage in investment activity within the meaning of section
21 of the FSMA in connection with the issue or sale of any
securities may otherwise lawfully be communicated or caused to
be communicated (all such persons together being referred to as
"relevant persons"). This announcement is directed only at

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relevant persons and must not be acted on or relied on by anyone
who is not a relevant person.

The Tender Offer is not being made, and will not be made,
directly or indirectly in or into, or by the use of the mails
of, or by any means or instrumentality of interstate or foreign
commerce of or of any facilities of a national securities
exchange of the United States. The 2015 Notes may not be
tendered in the Tender Offer by any such use, means,
instrumentality or facility from or within the United States or
by persons located or resident in the United States. Any
purported tender of 2015 Notes in the Tender Offer resulting
directly or indirectly from a violation of these restrictions
will be invalid. This announcement does not constitute an offer
to purchase the 2015 Notes.

6 November 2013

Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)




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