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Results Of Accelerated Bookbuild, Pricing Of Accelerated Bookbuild And Rights Offer And Pro Forma Financial Effects
Steinhoff International Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1998/003951/06)
Ordinary share code: SHF ISIN: ZAE000016176
Preference share code: SHFF ISIN: ZAE000068367
(“Steinhoff” or “the Company”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA,
CANADA, JAPAN OR ANY OTHER JURISDICTION IN RESPECT OF WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY
OR INDIRECTLY, OF THIS ANNOUNCEMENT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
OR IN RESPECT OF WHICH THE OFFERING CONTEMPLATED BY THIS ANNOUNCEMENT IS UNLAWFUL. THIS ANNOUNCEMENT
DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR,
SELL, OTHERWISE DISPOSE OF OR PURCHASE ANY SECURITY IN ANY JURISDICTION.
RESULTS OF ACCELERATED BOOKBUILD, PRICING OF ACCELERATED BOOKBUILD AND RIGHTS OFFER AND PRO FORMA
FINANCIAL EFFECTS
Results of accelerated bookbuild and pricing of accelerated bookbuild and rights offer
Steinhoff shareholders are referred to the announcement released on the Stock Exchange News Service (“SENS”) on 2 July 2014
regarding the launch of a rights offer including an accelerated bookbuild of cum rights shares to international institutional
investors. Steinhoff is pleased to announce that it has completed its accelerated bookbuild of new Steinhoff ordinary shares and
the book is now closed.
The accelerated bookbuild was fully subscribed and accordingly 150,100,412 Steinhoff ordinary shares will be issued cum rights
at an issue price of R52.00 per Steinhoff ordinary share, converted at prevailing exchange rates to an issue price of Eur3.54 per
Steinhoff ordinary share and of USD4.83 per Steinhoff ordinary share. The Rand issue price per ordinary share represents a
discount of 6.8% to the 30-day volume weighted average price as at market close on Wednesday, 2 July 2014. The amount of
capital raised in terms of the accelerated bookbuild amounted to approximately R7 805 million, and will be paid to Steinhoff by
investors in a combination of Euro and U.S. dollars.
The subscription price under the rights offer will equal the Rand issue price under the accelerated bookbuild being R52.00 per
Steinhoff ordinary share.
Subject to approval by the JSE, listing and trading of the new Steinhoff ordinary shares to be issued pursuant to the accelerated
bookbuild is expected to commence at 09h00 on Thursday, 10 July 2014. All Steinhoff ordinary shares are expected to trade ex
rights on Monday, 14 July 2014.
Barclays, BNP Paribas, Citigroup, Commerzbank and HSBC acted as joint bookrunners for the accelerated bookbuild and
Linklaters and Werksmans acted as international legal advisors and South African legal advisors, respectively.
Pro forma financial effects
The pro forma financial effects set out below have been prepared to assist Steinhoff shareholders to assess the impact of the
rights offer on the earnings per ordinary share (“EPS”), headline earnings per ordinary share (“HEPS”), net asset value (“NAV”)
per ordinary share and tangible net asset value (“TNAV”) per ordinary share of Steinhoff. Due to the nature of these pro forma
financial effects, they are presented for illustrative purposes only and may not fairly present the Group’s financial position,
changes in equity, results of operations or cashflows after the accelerated bookbuild and rights offer.
The pro forma financial effects have been prepared in accordance with the Listings Requirements of the JSE Limited (“JSE”) and
the Guide on Pro Forma Financial Information issued by The South African Institute of Chartered Accountants, and are the
responsibility of the board of directors of Steinhoff. The material assumptions on which the pro forma financial effects are based
are set out in the notes following the table.
Pro forma financial effects for the interim period ended 31 December 2013
Unaudited 6 months Pro forma Pro forma adjusted for Percentage
ended 31 December adjustment relating the accelerated change
2013 (1) to the accelerated bookbuild and the rights
bookbuild and rights offer
offer (2)
HEPS (cents) 243.0 (17.1) 225.9 (7.0%)
Fully diluted HEPS (cents) 217.9 (11.5) 206.4 (5.3%)
Basic EPS (cents) 242.0 (17.0) 225.0 (7.0%)
Fully diluted EPS (cents) 217.1 (11.4) 205.7 (5.3%)
NAV per share (cents) 3 576 224 3 800 6.3%
TNAV per share (cents) 266 712 978 267.7%
Ordinary shares in issue (million) 2 022 350 2 372 17.3%
Weighted average number of
ordinary shares in issue basic
(millions) 1 851 350 2 201 18.9%
Weighted average number of
ordinary shares in issue diluted
(millions) 2 326 359 2 685 15.4%
Notes and assumptions:
1. The column titled "Unaudited 6 months ended 31 December 2013" is the published interim results for Steinhoff for the
6 months ended 31 December 2013.
2. The “Pro forma adjustment relating to the accelerated bookbuild and rights offer” column refers to the impact of the
bookbuild and the rights offer.
3. Net proceeds from the bookbuild and the rights offer of R17 837 million, being the issue value of R18 200 million less
once-off transaction costs of R363 million, is applied to reduce interest bearing borrowings. The related reduction in
financial charges is R535 million assuming an interest rate of 6%.
4. It is assumed that all the shares are issued in terms of the accelerated bookbuild and the rights offer.
5. It is assumed that the net proceeds and reduction in interest bearing borrowings occur on 1 July 2013 for statement of
comprehensive income purposes and on 31 December 2013 for statement of financial position purposes.
6. The average tax rate of 11.1% for the 6 month period ended 31 December 2013 has been applied to profit before
taxation resulting in a taxation effect of R60 million.
7. All the adjustments are of a continuing nature except once-off transaction costs.
8. There are no other post balance sheet events which necessitate adjustment to the pro forma financial information.
9. Upon the rights offer’s closing and the results having been determined, the Company will issue updated pro forma
financial effects based on the actual outcome of the rights offer.
Further announcement
The finalisation announcement in respect of the rights offer is expected to be made on or about 8 July 2014.
Johannesburg
3 July 2014
Transaction Sponsor
Absa Bank Limited (acting through its Corporate and Investment Banking Division)
Sponsor
PSG Capital Proprietary Limited
Independent reporting accountants and auditors
Deloitte & Touche
IMPORTANT NOTICE
This information contained in this Announcement is restricted and is not for release, publication or distribution, directly or
indirectly, in whole or in part, in, into or from the United States (including its territories and possessions, any state of the United
States and the District of Columbia, collectively the “United States”), Australia, Canada, Japan or any other jurisdiction in
respect of which the release, publication or distribution, directly or indirectly, of this Announcement would constitute a
violation of the relevant laws of such jurisdiction or in respect of which the Rights Issue and ABB contemplated by this
Announcement are unlawful. This Announcement is for information purposes only and does not purport to be full or complete.
The Announcement does not constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for,
sell, otherwise dispose of or purchase any security in any jurisdiction. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.
Restrictions relating to the laws of the United States
The securities mentioned herein have not been and will not be registered under the United States Securities Act of 1933, as
amended (“Securities Act”) or the securities laws of any other jurisdiction of the United States, and may not be offered, sold or
transferred, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption
from, or except in a transaction not subject to, the registration requirements of the Securities Act and the securities laws of any
other jurisdiction of the United States. Any offering of the securities mentioned herein to be made in the United States will be
made only to a limited number of “qualified institutional buyers” (each, a “QIB”) within the meaning of Rule 144A under the
Securities Act pursuant to an exemption from, or in a transaction not subject to, the registration requirements under the
Securities Act in a transaction not involving any public offering and outside the United States in offshore transactions within the
meaning of, and in reliance on, Regulation S under the Securities Act. No public offering of the securities mentioned herein is
being made in the United States or elsewhere.
Restrictions relating to the laws of the European Economic Area and the United Kingdom
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE ABB. THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO
ARE QUALIFIED INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE “PROSPECTUS DIRECTIVE”));
AND/OR (B) PERSONS IN THE UNITED KINGDOM WHO ARE QUALIFIED INVESTORS AND PERSONS WHO ARE (I) INVESTMENT
PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE “ORDER”); OR (II) PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) (‘HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC’) OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE
LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).
THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS
AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER
FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY.
Restrictions relating to the laws of Australia, Canada, Japan and South Africa
The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or
territory of Canada; no prospectus has been lodged with, or registered by, the Australian Securities and Investments
Commission or the Japanese Ministry of Finance; and the ABB shares have not been, and nor will they be, registered under or
offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa.
Accordingly, the ABB shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold,
resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or South Africa.
Notice regarding Joint Bookrunners
This Announcement has been issued by, and is the sole responsibility, of the Company. 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 Barclays Bank plc,
BNP Paribas, Citigroup Global Markets Limited and Commerzbank and HSBC (the “Joint Bookrunners”) or by any of their
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.
The Joint Bookrunners are authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the
Financial Conduct Authority and the Prudential Regulation Authority, are acting for the Company in connection with the Placing
and no one else and will not be responsible to anyone other than the Company for providing the protections afforded to clients
of the Joint Bookrunners nor for providing advice in relation to the Placing and/or any other matter referred to in this
Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the Joint Bookrunners by the
Financial Services and Markets Act 2000 or by the regulatory regime established under it, none of the Joint Bookrunners or
their respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this
Announcement or for any other statement made or purported to be made by or on behalf of any of the Joint Bookrunners or
their respective affiliates in connection with the Company, Placing or the ABB shares. The Joint Bookrunners and their
respective affiliates accordingly disclaim all and any liability, whether arising in tort, delict, contract or otherwise (save as
referred to above) in respect of any statements or other information contained in this Announcement and no representation or
warranty, express or implied, is made by any of the Joint Bookrunners or their respective affiliates as to the accuracy,
completeness or sufficiency of the information contained in this Announcement.
In connection with the Placing, any of the Joint Bookrunners and their respective affiliates, acting as investors for their own
accounts, may subscribe for or purchase the ABB shares and in that capacity may retain, purchase, sell, offer to sell or
otherwise deal for their own accounts in such securities and any other securities of the Company or any related investments
and may offer or sell such securities or other investments otherwise than in connection with the offering of the securities
referred to herein. The Joint Bookrunners do 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.
General
The distribution of this Announcement and the Rights Issue circular in certain jurisdictions may be restricted by law. No action
has been taken by the Company or the Joint Bookrunners that would permit an offering of such rights or shares or possession
or distribution of this Announcement or any other offering or publicity material relating to such rights or shares in any
jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required
by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.
The price of the securities mentioned herein and the income from them may go down as well as up and investors may not get
back the full amount invested on disposal of such securities.
Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to acquire the securities
mentioned herein has been given (“Placees”) will be deemed to have read and understood this Announcement in its entirety
and to be making such offer on the terms and conditions. In particular, each such Placee represents, warrants and
acknowledges that it: (i) is outside the United States and is subscribing for the securities mentioned herein in an ‘offshore
transaction’ (within the meaning of Regulation S under the Securities Act) or (ii) (a) is a ‘qualified institutional buyer’ (as defined
in Rule 144A under the Securities Act), and (b) subscribing for the securities mentioned herein pursuant to an exemption from,
or in a transaction not subject to, the registration requirements under the Securities Act and (c) acknowledges that the
securities mentiond herein have not been, and will not be, registered under the Securities Act or with any State or other
jurisdiction of the United States.
Neither the content of the Company’s website nor any website accessible by hyperlinks on the Company’s website is
incorporated in, or forms part of, this Announcement.
This announcement does not constitute a recommendation concerning the Rights Issue or the Placing.
The information in this Announcement may not be forwarded or distributed to any other person and may not be reproduced in
any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is
unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other
jurisdictions.
Certain forward-looking statements
This Announcement contains (or may contain) certain forward-looking statements with respect to certain of the Company’s
current expectations and projections about future events. These statements, which sometimes use words such as “aim”,
“anticipate”, “believe”, “intend”, “plan” “estimate”, “expect” and words of similar meaning, reflect the directors’ beliefs and
expectations and involve a number of risks, uncertainties and assumptions that could cause actual results and performance to
differ materially from any expected future results or performance expressed or implied by the forward-looking statement.
Statements contained in this Announcement regarding past trends or activities should not be taken as a representation that
such trends or activities will continue in the future. The information contained in this Announcement is subject to change
without notice and, except as required by applicable law, the Company does not assume any responsibility or obligation to
update publicly or review any of the forward-looking statements contained herein. The Joint Bookrunners and their respective
affiliates expressly disclaim any obligation or undertaking to update, review or revise any forward–looking statement contained
in this Announcement whether as a result of new information, future developments or otherwise. You should not place undue
reliance on forward-looking statements, which speak only as of the date of this Announcement. No statement in this
Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the
current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price
of shares and the income from them may go down as well as up and investors may not get back the full amount invested on
disposal of the shares.
Date: 03/07/2014 07:28:00 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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