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Press release re launch of offering of senior unsecured guaranteed convertible bonds
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR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.
Steinhoff International Holdings Limited (“SIHL”) announces the
launch of its offering of senior unsecured guaranteed convertible
bonds due January 2021 (the “Bonds”) in a principal amount of EUR
400 million. In addition, SIHL has granted to the Joint
Bookrunners an overallotment option of up to EUR 65 million
exercisable up to close of business in South Africa on 28 January
2014 (the “Overallotment Option”).
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 30 January 2021 and will be
marketed with a coupon range of 3.25% - 4.00%, payable semi-
annually in arrear on 30 January and 30 July of each year, with
the first coupon to be paid on 30 July 2014. 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 their
principal amount at maturity on 30 January 2021.
The Issuer will have the option to redeem any outstanding Bonds
at their principal amount together with accrued interest on or
after 20 February 2018 if the parity value of the Bonds
translated into Euro at the prevailing exchange rate exceeds EUR
130,000 for a specified period, or at any time at their principal
amount (together with accrued interest) if conversion rights have
been exercised and/or purchases (and corresponding cancellations)
and/or redemptions effected in respect of 90% or more in
principal amount of the Bonds originally issued.
The Bonds may be redeemed, at the election of the Bondholders,
prior to the maturity date, following a change of control. In
addition, Bondholders will also be entitled to request that the
Issuer redeems the Bonds at their principal amount together with
accrued interest on 30 January 2019.
The Bonds are expected to be priced today and closing is expected
on or about 30 January 2014. 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 used
principally to extend the debt maturity profile of the group in a
leverage neutral manner, with the balance used for general
corporate purposes.
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.
Barclays Bank PLC, BNP Paribas and Citigroup Global Markets
Limited are acting as Joint Bookrunners. BNP Paribas will act as
Stabilising Manager, Barclays Bank PLC will act as Settlement
Agent and Citibank, N.A., London Branch will act as Principal
Paying, Transfer and Conversion Agent. Commerzbank AG and HSBC
Bank PLC are acting as Co-Bookrunners.
For more information, please contact:
Steinhoff International Holdings Limited:
Piet Ferreira
+27 (21) 808 0708
Mariza Nel
+27 (21) 808 0711
23 January 2014
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 and may not be
offered or sold in the United States without registration under
or pursuant to an available exemption. 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 any
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 and
amendments thereto, including Directive 2010/73/EU (together, the
“Prospectus Directive”)) (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.
Stabilisation / FCA
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: 23/01/2014 09:38:00 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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