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Rights Offer Finalisation Announcement
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”)
RIGHTS OFFER FINALISATION ANNOUNCEMENT
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES,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.
1. Introduction
Steinhoff shareholders are referred to the announcements released on the Stock Exchange News Service (“SENS”) of the
JSE Limited (“JSE”) on 2 July 2014 and 3 July 2014, respectively, relating to a rights offer (the “Rights Offer”) including an
accelerated bookbuild of cum rights ordinary shares to international institutional investors (the “ABB”).
2. Conditions precedent
All conditions precedent to the Rights Offer have now been fulfilled: approval has been obtained from the JSE for the
Rights Offer circular and for the listings of the letters of allocation and the Steinhoff ordinary shares to be issued pursuant
to the ABB and the Rights Offer.
3. Salient dates and times
The salient dates and times in respect of the ABB and the Rights Offer are set out below.
2014
Listing of and trading in Steinhoff ordinary shares (cum-rights) in respect of the ABB (“ABB Shares”)
commences at 9:00 Thursday, 10 July
Last day to trade in Steinhoff ordinary shares in order to participate in the Rights Offer (cum entitlement) Friday, 11 July
Steinhoff ordinary shares commence trading ex-entitlement at 9:00 Monday, 14 July
Listing of and trading in the letters of allocation under JSE code: ZAE000192852 and ISIN: SHFN on the JSE
commences at 9:00 Monday, 14 July
Rights Offer circular and form of instruction posted to certificated Steinhoff shareholders Tuesday, 15 July
Record date for the Rights Offer Friday, 18 July
Rights Offer opens at 9:00 Monday, 21 July
Letters of allocation credited to an electronic account held at the transfer secretaries in respect of holders Monday, 21 July
of certificated shares
CSDP or broker accounts credited with entitlements in respect of holders of dematerialised shares Monday, 21 July
Rights Offer circular posted to dematerialised shareholders who have elected to receive such documents Tuesday, 22 July
Last day for trading letters of allocation on the JSE Friday, 25 July
Listing of Rights Offer shares and trading therein on the JSE commences at 9:00 Monday, 28 July
Rights Offer closes at 12:00 Friday, 1 August
Record date for the letters of allocation Friday, 1 August
Rights Offer shares issued on or about Monday, 4 August
CSDP or broker accounts in respect of holders of dematerialised shares debited and updated with Rights Monday, 4 August
Offer shares and share certificates posted to certificated shareholders by registered post on or about
Results of the Rights Offer released on SENS Monday, 4 August
Results of the Rights Offer published in the press Tuesday, 5 August
CSDP or broker accounts in respect of holders of dematerialised shares debited and updated with any Wednesday, 6 August
excess shares allocated and share certificates posted to certificated shareholders by registered post on or
about
Refund cheques posted to holders of certificated shares in respect of unsuccessful applications Wednesday, 6 August
Notes:
1. All times shown are South African local times.
2. Share certificates may not be dematerialised or rematerialised between Monday, 14 July 2014 and Friday, 18 July 2014, both
days inclusive.
Johannesburg
8 July 2014
Transaction sponsor
Absa Bank Limited (acting through its Corporate and Investment Banking Division)
Independent sponsor
PSG Capital Proprietary Limited
Independent reporting accountants and auditors
Deloitte & Touche
International legal advisors to Steinhoff
Linklaters
South African legal advisors to Steinhoff
Werksmans
International legal advisors to the joint bookrunners
Freshfields Bruckhaus Deringer LLP
South African legal advisors to the joint bookrunners
Bowman Gilfillan
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 Offer 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 ordinary shares of the Company and the letters of allocation (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 will be made 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. No public offering of the Securities mentioned herein is being made in the United States.
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 Securities 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 Securities 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”) of the ABB 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.
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 Absa Bank Limited (acting through its Corporate and Investment Banking Division) 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. Absa Bank
Limited (acting through its Corporate and Investment Banking Division), which is regulated in terms of the Listings Requirements, is
acting for Steinhoff and no one else in relation to the Rights Offer and will not be responsible to anyone other than the JSE and Steinhoff
in relation to the preparation and content of this Announcement.
The Joint Bookrunners are authorised by the Prudential Regulation Authority or, in the case of BNP Paribas, the Autorité de Contrôle
Prudentiel and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are acting
for the Company solely in connection with the ABB 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 ABB, the Rights Offer
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, the ABB or ordinary shares of the Company subscribed for in the ABB. 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.
Any of the Joint Bookrunners and their respective affiliates, acting as investors for their own accounts, may subscribe for or purchase
the ABB or Rights Offer 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 Offer circular in certain jurisdictions may be restricted by law. No action has been
taken by the Company or any other party that would permit an offering of the Securities 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 (“Subscribers”) will be deemed to have read and understood this Announcement in its entirety and to be making
such offer on the terms and conditions of the ABB and/or the Rights Offering, as applicable.
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 Offer or the ABB.
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 Securities 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 Securities.
Date: 08/07/2014 08:00:00 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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