Wrap Text
Results of 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”)
Results of 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.
RESULTS OF SECONDARY OFFERING
Shareholders are referred to the announcement released on SENS on Monday, 23 June 2014
regarding an accelerated book-build offering of shares in KAP (“Book-build”).
Steinhoff is pleased to announce that it has successfully priced and closed the Book-build.
The Book-build was oversubscribed and 400,000,000 KAP shares (“Book-build Share”) were placed
with investors at a price of R3.85 per Book-build Share.
The issue price represents a discount of 3.2% to the 30-day volume weighted average price of KAP
shares on Monday, 23 June 2014.
Steinhoff would like to thank all investors that submitted bids and participated in the Book-build.
Johannesburg
24 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 Book-build 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 Book-build 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
Book-build 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 Book-build 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 Book-build.
In connection with the Book-build, 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 Book-build 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: 24/06/2014 02:45:00 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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