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STEINHOFF INTERNATIONAL HOLDINGS LD - Steinhoff announces secondary offering of shares in KAP Industrial Holdings Limited (KAP)

Release Date: 23/06/2014 17:01
Code(s): SHF     PDF:  
Wrap Text
Steinhoff announces secondary offering of shares in KAP Industrial Holdings Limited (“KAP”)

Steinhoff International Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/003951/06)
 Share Code: SHF ISIN: ZAE000016176
       (“Steinhoff”)

 Steinhoff announces secondary offering of shares in KAP Industrial Holdings Limited
 (“KAP”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO OR IN
THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION.

1. INTRODUCTION

   Steinhoff currently holds 61.8% of the ordinary shares in KAP (net of treasury shares). The board of
   directors of Steinhoff have taken a decision to decrease its stake to approximately 45% through an
   accelerated bookbuild offering (“Bookbuild”). The board of directors believes that the Bookbuild will
   have the added benefit of enhancing the liquidity of KAP shares.

   Steinhoff accordingly announces the launch of a Bookbuild of up to 400,000,000 listed KAP shares, to
   qualifying investors, subject to pricing that is acceptable to Steinhoff. The Bookbuild will allow
   Steinhoff to equity-account its strategic investment in KAP.

   Steinhoff also announces that it has received formal approval from the Financial Surveillance
   Department of the South African Reserve Bank within the framework of the Exchange Control Inward
   Listing Rules, to seek a listing on the prime standard of the Frankfurt Stock Exchange. Steinhoff
   intends to commence with the listing process as soon as possible, subject to prevailing market
   conditions, after the release of its 30 June 2014 audited annual results in early September 2014.
   Once the Frankfurt listing has been implemented, Steinhoff will continue to be listed on the JSE
   Limited (“JSE”) through an inward listing. The Bookbuild will support the preparation for the proposed
   Frankfurt listing of a focused retail group.

2. LAUNCH OF THE BOOKBUILD

   Up to 400,000,000 listed KAP shares will be offered to institutional investors through the Bookbuild
   process. The Bookbuild does not constitute, and is not intended to constitute, an offer to the public to
   purchase any shares.

   The Bookbuild will open at 08h00 on 24 June 2014 and may close at any time thereafter. Pricing and
   allocations of the offering will be announced as soon as practicable following the closing of the book.
   As a condition to the Bookbuild, Steinhoff has agreed that it will not sell any further shares in KAP
   through the JSE for a period of 180 days from the closing date of the Bookbuild.

   Investec Bank Limited is acting as sole bookrunner (“Bookrunner”) for the Bookbuild. To participate
   in the Bookbuild, please contact Chris Wilde at Investec Corporate and Institutional Banking on +27
   11 286 4718.
Johannesburg
23 June 2014

Investment Bank and Bookrunner
Investec Bank Limited

Sponsor
PSG Capital (Pty) Limited

This announcement is restricted and is not for release, publication or distribution, in whole or in part,
directly or indirectly, in or into the United States, Australia, Canada, Japan or any other jurisdiction in
which such release, publication or distribution would be unlawful. This announcement is for
information purposes only, does not purport to be full or complete, is subject to change and shall not
constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in
the United States or any other jurisdiction. No reliance may be placed for any purpose on the
information      contained      in   this   announcement       or   its   accuracy or     completeness.

The shares offered in terms of the Bookbuild have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or
sold, directly or indirectly, in the United States, absent registration or an exemption from, or
transaction not subject to, the registration requirements of the Securities Act. There will be no public
offer of shares in the United States.

Neither this announcement nor the Bookbuild constitutes, or is intended to constitute, an offer to the
public in South Africa in terms of the South African Companies Act 71 of 2008 (as amended).

In member states of the European Economic Area ("EEA") which have implemented the Prospectus
Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently
is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus
Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means
Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent
implemented in a Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State.

In the United Kingdom this announcement is only being distributed to, and is only directed at, and any
investment or investment activity to which this announcement relates is available only to, and will be
engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5)
of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order");
or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to
whom it may otherwise be lawfully communicated (all such persons together being referred to as
"relevant persons"). Persons who are not relevant persons should not take any action on the basis of
this announcement and should not act or rely on it.

This announcement has been issued by and is the sole responsibility of Steinhoff. No representation
or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or
liability is or will be accepted by the Bookrunner or by any of its respective affiliates or agents as to, or
in relation to, the accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be
associated with an investment in the securities. Any investment decision to buy securities in the
Bookbuild must be made solely on the basis of publicly available information which has not been
independently verified by the Bookrunner.

The Bookrunner is acting for Steinhoff only in connection with the Bookbuild and no one else, and will
not be responsible to anyone other than Steinhoff for providing the protections offered to clients of the
Bookrunner nor for providing advice in relation to the Bookbuild.

In connection with the Bookbuild, the Bookrunner and any of its respective affiliates, acting as
investors for their own accounts, may acquire shares and in that capacity may retain, purchase, sell,
offer to sell or otherwise deal for their own accounts in such shares and other securities of KAP or
related investments in connection with the Bookbuild or otherwise. Accordingly, references to the
KAP shares being offered, acquired, placed or otherwise dealt in should be read as including any
issue or offer to, or acquisition, placing or dealing by, the Bookrunner and any of their affiliates acting
as investors for their own accounts. The Bookrunner does not intend to disclose the extent of any
such investment or transactions otherwise than in accordance with any legal or regulatory obligations
to do so.

Date: 23/06/2014 05:01:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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