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Issue of EUR 1 billion Guaranteed Convertible Bonds
STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019
SNH - STEINHOFF INTERNATIONAL HOLDINGS N.V. - Issue of EUR 1 billion
Guaranteed 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN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, SOUTH AFRICA, CANADA OR JAPAN.
Steinhoff International Holdings N.V. (“SNH”) announces the launch of an
offering of senior unsecured guaranteed convertible bonds due October
2023 (the “Bonds”) in an aggregate principal amount of EUR 1 billion.
The net proceeds arising from the issue of the Bonds will be used to
refinance existing debt, replace acquisition related facilities,
facilitate future share repurchases to manage and counter dilution and
for general corporate purposes.
The Bonds will be issued by Steinhoff Finance Holding GmbH (the
“Issuer”), a 100% subsidiary of SNH incorporated in Austria. The Issuer’s
payment obligations under the Bonds will be guaranteed by SNH, which is
rated Baa3 (stable outlook) by Moody’s. The Bonds will be convertible
into ordinary shares of SNH.
The Bonds are expected to mature on 21 October 2023 and will be marketed
with a coupon range of 0.50% - 1.25%, payable semi-annually in arrear on
21 April and 21 October of each year, with the first coupon to be paid
on 21 October 2016. The conversion price is expected to be set within a
premium range of 40% - 45% over the reference share price that will be
based on the volume weighted average price of the ordinary shares of SNH
on the Frankfurt Stock Exchange and on the Johannesburg Stock Exchange
(converted into EUR at the prevailing EUR:ZAR spot rate) between launch
and pricing. The Bonds will be issued at 100% of their principal amount
and, unless previously converted, redeemed or purchased and cancelled,
will be redeemed at their principal amount at maturity on 21 October
2023.
The Issuer will have the option to redeem any outstanding Bonds at their
principal amount together with accrued interest on or after 12 May 2020
if the parity value of the Bonds 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.
The Bonds are expected to be priced today and closing is expected on or
about 21 April 2016. Application will be made to include the Bonds for
trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange
by no later than 90 days following the closing date.
The Issuer intends to exercise its call option pursuant to Condition
7(b)(ii) of its €467,500,000 4.50 per cent. Guaranteed Convertible Bonds
due 2018 (the “2018 Bonds”). Holders of 88% of the principal amount of
the 2018 Bonds originally issued have converted their bonds, resulting
in a current remaining outstanding principal amount of €56 million or
12% of the total original issue.
Barclays Bank PLC, BNP PARIBAS, Citigroup Global Markets Limited, HSBC
and Merrill Lynch International are acting as Joint Bookrunners.
Citigroup Global Markets Limited will act as Settlement Agent and The
Bank of New York Mellon, London Branch will act as Principal Paying,
Transfer and Conversion Agent.
For more information, please contact:
Steinhoff International Holdings N.V.:
Ben La Grange
+27 (21) 808 0700
Mariza Nel
+27 (21) 808 0711
14 April 2016
JSE 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: 14/04/2016 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
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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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