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Pricing of Convertible Bonds
Steinhoff International Holdings Limited
(Incorporated in the Republic of South Africa) (Registration Number
1998/003951/06) Share Code: SHF; ISIN: ZAE000016176
Pricing of Convertible Bonds
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY,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. Introduction
Steinhoff International Holdings Limited ("SIHL") this morning
announced the launch of its offering (the "Bond Offering") of senior
unsecured guaranteed convertible bonds due August 2022 (the "Bonds").
The Bond Offering was oversubscribed and has now priced. The Bonds will
be issued by Steinhoff Finance Holding GmbH (the "Issuer"), a 100%
subsidiary of SIHL incorporated in Austria. The Issuer's payment
obligations under the Bonds will be guaranteed by SIHL, which is rated
Baa3 (stable outlook) by Moody’s. The Bonds will be convertible into
approximately 150m ordinary shares of SIHL, which represents
approximately 4.1% of SIHL's current issued ordinary share capital.
2. Salient Terms of the Bonds
SIHL announces that the terms for the Bonds have been fixed as follows:
- Issue size is EUR 1,116 million;
- The initial conversion price has been set at ZAR 103.4674 per
ordinary share, based on a fixed exchange rate of EUR 1.00 = ZAR
13.9029. The initial conversion price represents a 35% premium
over the volume weighted average price of the ordinary shares of
SIHL on the JSE Limited from launch to pricing;
- The Bonds are expected to be issued on 11 August 2015 and the
issue price of the Bonds is 100% of their principal amount;
- The coupon has been set at 1.250% per annum, payable semi-
annually in arrear on 11 February and 11 August of each year,
commencing on 11 February 2016;
- Unless previously redeemed, converted, purchased or cancelled,
the Bonds will be redeemed at their principal amount on 11 August
2022; and
- The Issuer will have the option to redeem the outstanding Bonds
at their principal amount (together with accrued interest) on or
after 1 September 2019 if the parity value of the Bonds
translated into Euro at the prevailing exchange rate exceeds EUR
130,000 for a specified period, or at any time at their principal
amount together with accrued interest if conversion rights have
been exercised and/or purchases (and corresponding cancellations)
and/or redemptions effected in respect of 85% or more in
principal amount of the Bonds originally issued.
Closing is expected on 11 August 2015. Application will be made to
include the Bonds for trading on the Open Market (Freiverkehr) of the
Frankfurt Stock Exchange.
The net proceeds arising from the issue of the Bonds will be used to
facilitate future share repurchases to manage and counter dilution and
for general corporate purposes.
Following its SENS announcement on 29 June 2015, SIHL has made
substantial progress towards its proposed listing, during Q4 2015, on
the Prime Standard of the Frankfurt Stock Exchange, accompanied by an
inward listing on the Johannesburg Stock Exchange.
It is anticipated that a Dutch incorporated holding company will
acquire all of the issued shares in SIHL in exchange for shares in the
Dutch holding company, by way of a scheme of arrangement pursuant to
the South African Companies Act, 2008.
On or around completion of the scheme of arrangement and the listing,
the Conditions of the Bonds (together with those of the Issuer’s
existing outstanding convertible Bonds) will be amended such that the
Bonds will be convertible into the Dutch holding company’s shares, in
accordance with the provisions relating to a Newco Scheme set out in
the Conditions.
Citigroup Global Markets Limited, HSBC, J.P. Morgan and Natixis are
acting as Joint Bookrunners. J.P. Morgan will act as Settlement Agent
and Citibank, N.A., London Branch will act as Principal Paying,
Transfer and Conversion Agent.
For more information, please contact:
Steinhoff International Holdings Limited:
Ben La Grange
+27 (21) 808 0700
Mariza Nel
+27 (21) 808 0711
30 July 2015
Company sponsor: PSG Capital Proprietary Limited
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.
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: 30/07/2015 03:13:00 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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