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STEINHOFF INTERNATIONAL HOLDINGS LD - Approval by the JSE of the Independent Expert's Fairness Opinion

Release Date: 29/01/2014 15:37
Code(s): SHF     PDF:  
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Approval by the JSE of the Independent Expert's Fairness Opinion

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY,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

1. Approval by the JSE of the Independent Expert's Fairness Opinion

Further to the SENS announcements released by Steinhoff International
Holdings Limited ("SIHL") on 23 January 2014 and 24 January 2014 in
relation to the pricing of EUR 465 million senior unsecured guaranteed
convertible bonds due in January 2021 (the "Bonds") and the exercise of
the overallotment option in connection with the Bonds, the JSE's Issuer
Regulation Division has approved the independent expert’s fairness
opinion in connection with the Bonds.

PricewaterhouseCoopers Corporate Finance (Proprietary) Limited ("PwC")
was 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 is of the opinion that the terms and conditions of the issue of the
Bonds are fair to SIHL's ordinary shareholders. A copy of the letter
setting out their opinion will become available for inspection at the
registered office of SIHL for a period of two weeks from the date of
closing.

Closing is expected on or about 30 January 2014. Application has been
made to include the Bonds for trading on the Open Market (Freiverkehr)
of the Frankfurt Stock Exchange.

Barclays Bank PLC, BNP Paribas and Citigroup Global Markets Limited
acted as Joint Bookrunners. BNP Paribas acted 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 acted as Co-Bookrunners.

29 January 2014

Company sponsor: PSG Capital (Proprietary) Limited
Independent expert in respect of the Bonds: PricewaterhouseCoopers
Corporate Finance (Proprietary) Limited
For more information, please contact:
Steinhoff International Holdings Limited:

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


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: 29/01/2014 03:37:00 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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