Wrap Text
STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
11 August 2016
REVISED AND FINAL RECOMMENDED CASH OFFER
for
Poundland Group PLC
by
Steinhoff Europe AG
to be effected
by way of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
- The boards of Steinhoff International Holdings N.V. ('Steinhoff') and Poundland Group PLC
('Poundland') are pleased to announce the following revised and final terms of the
recommended cash offer pursuant to which Steinhoff Europe AG ('SEAG') or a wholly-owned
subsidiary of SEAG (with the support of its ultimate parent company, Steinhoff) shall acquire
the entire issued and to be issued share capital of Poundland not already directly or indirectly
owned by it (the 'Offer').
- Except as otherwise stated in this Announcement, all of the terms and conditions of the Offer,
set out in the original recommended offer announcement dated 13 July 2016 (the '13 July
Announcement'), remain as announced on 13 July 2016.
- Each Poundland Shareholder shall be entitled to receive 227 pence in cash for each
Poundland Share held (the 'Revised Cash Value'), comprising:
- under the revised and final terms of the Offer, 225 pence in cash for each Poundland
Share held by each Poundland Shareholder (the 'Revised Offer Price'); and
- the final dividend of two pence per Poundland Share announced in the Poundland
results announcement for the year ended 27 March 2016, dated 16 June 2016
(the 'Agreed Dividend'), which will be paid on 23 September 2016 to holders of
Poundland Shares whose names are on the register at the close of business on
9 September 2016,
valuing the entire issued and to be issued share capital of Poundland at approximately #610.4
million on a fully diluted basis.
- The Revised Offer Price represents an increase of 5 pence per Poundland Share over the
220 pence in cash offered for each Poundland Share held by each Poundland Shareholder
as set out in the 13 July Announcement.
- SEAG confirms that this offer is final and that it will not increase the Revised Offer Price.
- The Revised Cash Value of 227 pence in cash represents a premium of approximately:
- 43.4 per cent. to the Closing Price per Poundland Share of 158.25 pence on 13 June
2016 (being the Business Day immediately prior to the acquisition of Poundland
Shares by SEAG resulting in the announcement of its interest on 15 June 2016); and
- 15.8 per cent. to the Closing Price per Poundland Share of 196 pence on 12 July 2016
(being the Business Day immediately prior to the publication of the 13 July
Announcement).
- The Revised Offer Price of 225 pence represents a premium of approximately 42.2 per cent.
to the Closing Price per Poundland Share of 158.25 pence on 13 June 2016 (being the
Business Day immediately prior to the acquisition of Poundland Shares by SEAG resulting in
the announcement of its interest on 15 June 2016).
- It is intended that the Offer will be implemented by way of a Court sanctioned scheme of
arrangement under Part 26 of the Companies Act. SEAG has reserved its right to elect, with
the consent of the Panel, to implement the Offer by way of a takeover offer under Part 28 of
the Companies Act as it may determine in its absolute discretion. In such event, the acquisition
shall be implemented on substantially the same terms as those which would apply to the
Scheme (subject to appropriate amendments, including an acceptance condition set at 75 per
cent. of the Poundland Shares or such lesser percentage, being more than 50 per cent., as
may be agreed by SEAG and Poundland).
- The Poundland Directors, who have been so advised by J.P. Morgan Cazenove and
Rothschild as to the financial terms of the Offer, consider the revised and final terms
of the Offer to be fair and reasonable. In providing advice to the Poundland Directors,
J.P. Morgan Cazenove and Rothschild have taken into account the commercial
assessments of the Poundland Directors. Rothschild is providing independent
financial advice to the Poundland Directors for the purposes of Rule 3 of the Takeover
Code.
- Accordingly, the Poundland Directors intend to recommend unanimously that
Poundland Shareholders vote in favour of the Scheme at the Court Meeting and the
resolutions to be proposed at the General Meeting as the Poundland Directors who
hold Poundland Shares have irrevocably undertaken to do (in their personal capacity)
in respect of their own beneficial holdings (or those they otherwise control the exercise
of) of 14,719,261 Poundland Shares, representing approximately 5.5 per cent. of the
share capital of Poundland in issue on 10 August 2016 (being the latest practicable
date prior to the date of publication of this Announcement).
- As at 10 August 2016 (being the latest practicable date prior to publication of this
Announcement) SEAG was directly interested in 63,473,352 Poundland Shares, representing
approximately 23.6 per cent. of Poundland's issued share capital. SEAG has undertaken in
the Co-operation Agreement to vote in favour of the resolutions to be proposed at the General
Meeting in respect of its entire beneficial holding of Poundland Shares (but SEAG will not be
permitted to vote at the Court Meeting).
- Steinhoff has received irrevocable undertakings to vote in favour of (i) the Scheme at the
Court Meeting representing, in aggregate, approximately 9.2 per cent. of Poundland Shares
held by holders eligible to vote at the Court Meeting and (ii) the resolutions to be proposed at
the General Meeting representing, in aggregate, approximately 7.0 per cent. of Poundland's
issued share capital and, (for purposes of the General Meeting only) when aggregated with
the Poundland Shares that Steinhoff already holds (through SEAG), 30.6 per cent. of the
Poundland share capital in issue, in each case on 10 August 2016 (being the latest practicable
date prior to publication of this Announcement).
- The Offer shall be put to Poundland Shareholders at the Court Meeting and at the General
Meeting. In order to become Effective, the Scheme must be approved by a majority in number
of the Poundland Shareholders voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Poundland Shares voted (in both cases
excluding SEAG who will not be permitted to vote at the Court Meeting). In addition, a special
resolution implementing the Scheme must be passed by holders of Poundland Shares
representing at least 75 per cent. of votes cast at the General Meeting, either in person or by
proxy (including SEAG who will be permitted to vote at the General Meeting).
- As announced by Poundland on 9 August 2016, the Scheme Document, containing
further information about the Offer and notices of the Court Meeting and the General
Meeting is expected to be published on or around 12 August 2016. Subject to the
Conditions and certain further terms set out in Appendix I to the 13 July Announcement,
the Offer is expected to become Effective on or around 16 September 2016. The Scheme
Document will contain an expected timetable for the Offer process.
- The cash consideration payable under the Offer will be funded from the acquisition facility
provided by Credit Agricole Corporate and Investment Bank and UniCredit Bank Austria AG
and the acquisition facility provided by Investec Bank plc. Investec Bank plc, financial adviser
to Steinhoff and SEAG, is satisfied that sufficient resources are available to satisfy in full the
cash consideration payable to Poundland Shareholders under the revised and final terms of
the Offer (which, for the avoidance of doubt, does not include the Agreed Dividend which is
payable by Poundland).
- In accordance with Rule 32.2 of the Takeover Code, if any dividend or other distribution is
announced, declared, made or paid in respect of the Poundland Shares on or after the date
of the 13 July Announcement and prior to the Offer becoming Effective, other than the Agreed
Dividend, or in excess of the Agreed Dividend, SEAG shall reduce the Revised Offer Price by
the amount of all or part of any such dividend or distribution.
- In addition to the documents in relation to the 13 July Announcement already available, copies
of the documents relating to the financing of the Offer and the written consents provided by
each of Investec Bank plc, J.P. Morgan Cazenove and Rothschild shall be made available on
Steinhoff's and Poundland's websites at www.steinhoffinternational.com and
www.poundlandcorporate.com respectively) until the end of the Offer.
Commenting on the Offer, Darren Shapland, Chairman of Poundland, said:
'The Poundland Board is pleased to recommend SEAG's increased all-cash offer which presents
Poundland shareholders with an opportunity to realise their shareholding at an improved price and
on an enhanced premium to Poundland's undisturbed share price.
Steinhoff is a well-capitalised, international business with a clear and proven commitment to value
retailing. Steinhoff continues to share our vision for the growth and expansion of Poundland and, as
such, we believe they are a suitable and appropriate partner for our colleagues, suppliers and
stakeholders.'
Commenting on the Offer, Markus Jooste, CEO of Steinhoff, said:
'The Board of Steinhoff is pleased to announce its increased all-cash offer for Poundland which both
the boards of Steinhoff and Poundland consider to be at a highly attractive premium to the
Poundland undisturbed share price. By offering Poundland shareholders an improved cash offer we
aim to bring certainty to the transaction recognising the strength and value of the business and its
management team.
As a group Steinhoff invests in businesses where it sees opportunities to deliver attractive returns
to its own shareholders. We believe there is significant merit to both Poundland and Steinhoff in
bringing Poundland into our global operations, and the Steinhoff directors and management are
enthusiastic about the related opportunities that will arise.'
The Appendix to this Announcement contains the sources of information and bases of
calculations of certain information contained in this Announcement. This Announcement
should be read in conjunction with the full text of the 13 July Announcement (including its
Appendices). The Offer shall be subject to the Conditions and further terms set out in
Appendix I to the 13 July Announcement and to the full terms and conditions which shall be
set out in the Scheme Document. Appendix IV to the 13 July Announcement contains
definitions of certain expressions used in this Announcement.
Further Information
Linklaters LLP are providing legal advice to Steinhoff and SEAG. Freshfields Bruckhaus Deringer
LLP are providing legal advice to Poundland.
Enquiries
Steinhoff and SEAG Tel: +27 (0)21 808 0711
Mariza Nel, Director, Corporate Services (Investor Relations)
Nick Agarwal (UK Press) Tel: +44 (0)75 6810 1045
Investec Bank plc (financial adviser to Steinhoff and SEAG) Tel: +44 (0)20 7597 4000
Andrew Pinder / David Anderson
Sara Hale / Henry Reast (Corporate Broking)
Poundland
Darren Shapland, Chairman Tel: +44 (0)12 1526 8688
Philip Dorgan, Head of Investor Relations Tel: +44 (0)12 1568 7000
J.P. Morgan Cazenove (joint financial adviser and corporate Tel: +44 (0) 20 7742 4000
broker to Poundland)
Toby Radford / Caroline Thomlinson
Mark Breuer / James Robinson
Rothschild (joint financial adviser to Poundland) Tel: +44 (0) 20 7280 5000
Majid Ishaq
John Byrne
Shore Capital (corporate broker to Poundland) Tel: +44 (0) 20 7408 4050
Dru Danford
Patrick Castle
Citigate Dewe Rogerson (PR adviser to Poundland)
Simon Rigby Tel: +44 (0) 20 7282 2847
Kevin Smith Tel: +44 (0) 20 7282 1054
Nick Hayns Tel: +44 (0) 20 7282 1032
JSE Sponsor: PSG Capital Proprietary Limited
Important Notices
Investec Bank plc is authorised by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the UK. Investec Bank plc is acting
exclusively as financial adviser to Steinhoff and SEAG and no one else in connection with the Offer
and shall not be responsible to anyone other than Steinhoff and SEAG for providing the protections
afforded to clients of Investec Bank plc nor for providing advice in connection with the Offer or any
matter referred to herein.
J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove
("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the Financial
Conduct Authority. J.P. Morgan Cazenove is acting as financial adviser exclusively for Poundland
and no one else in connection with the matters set out in this Announcement and will not regard any
other person as its client in relation to the matters in this Announcement and will not be responsible
to anyone other than Poundland for providing the protections afforded to clients of J.P. Morgan
Cazenove, nor for providing advice in relation to any matter referred to herein.
N. M. Rothschild & Sons Limited, which is authorised by the Prudential Regulation Authority and
regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting
exclusively for Poundland and no one else in connection with the Offer and will not be responsible
to anyone other than Poundland for providing the protections afforded to its clients or for providing
advice in relation to the Offer or any other matters referred to in this Announcement.
Shore Capital Stockbrokers Limited ('Shore Capital') which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority is acting as corporate broker to Poundland and no one
else in connection with the Offer and other matters described in this Announcement and will not be
responsible to anyone other than Poundland for providing the protections afforded to clients of Shore
Capital or for providing advice in relation to the Offer and other matters described in this
Announcement.
This Announcement is for information purposes only and does not constitute an offer to sell or an
invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to
the Offer or otherwise. The Offer shall be made solely by means of the Scheme Document or any
document by which the Offer is made which shall contain the full terms and Conditions of the Offer,
including details of how to vote in respect of the acquisition.
This Announcement has been prepared for the purpose of complying with English law and the
Takeover Code and the information disclosed may not be the same as that which would have been
disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions
outside the United Kingdom.
Poundland shall prepare the Scheme Document to be distributed to holders of Poundland Shares.
Poundland, SEAG and Steinhoff urge Poundland Shareholders to read the Scheme Document when
it becomes available because it shall contain important information relating to the Offer.
This Announcement does not constitute a prospectus or prospectus equivalent document.
Overseas Shareholders
The release, publication or distribution of this Announcement in certain jurisdictions may be
restricted by law. Persons who are not resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any applicable requirements.
The Offer relates to shares of a UK company and is proposed to be effected by means of a scheme
of arrangement under the laws of England and Wales. A transaction effected by means of a scheme
of arrangement is not subject to proxy solicitation or tender offer rules under the US Securities
Exchange Act of 1934 (the 'US Exchange Act'). Accordingly, the Offer is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom to schemes of arrangement,
which differ from the requirements of US proxy solicitation or tender offer rules. However, if SEAG
were to elect to implement the Offer by means of a takeover offer in the circumstances provided for
in this Announcement, such takeover offer shall be made in compliance with all applicable laws and
regulations, including Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such
a takeover would be made in the United States by SEAG and no one else. In addition to any such
takeover offer, SEAG, certain affiliated companies and the nominees or brokers (acting as agents)
may make certain purchases of, or arrangements to purchase, shares in Poundland outside such
takeover offer during the period in which such takeover offer would remain open for acceptance. If
such purchases or arrangements to purchase were to be made they would be made outside the
United States and would comply with applicable law, including the US Exchange Act.
Unless otherwise determined by SEAG or required by the Takeover Code, and permitted by
applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person
may vote in favour of the offer by any such use, means, instrumentality or form within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that
jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Offer are
not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent
in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction,
and persons receiving this Announcement and all documents relating to the Offer (including
custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or
from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Offer to Poundland Shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and observe, any applicable
requirements.
The Offer shall be subject to the applicable requirements of the Takeover Code, the Panel, the
London Stock Exchange, the Financial Conduct Authority and the UKLA.
Forward Looking Statements
This Announcement contains statements about Steinhoff, SEAG and Poundland that are or may be
forward looking statements. All statements other than statements of historical facts included in this
Announcement may be forward looking statements. Without limitation, any statements preceded or
followed by or that include the words 'targets', 'plans', 'believes', 'expects', 'aims', 'intends', 'will',
'may', 'anticipates', 'estimates', 'projects' or words or terms of similar substance or the negative
thereof, are forward looking statements. Forward looking statements include statements relating to
the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic
performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii)
business and management strategies and the expansion and growth of Steinhoff's or Poundland's
operations and potential synergies resulting from the Offer; and (iii) the effects of government
regulation on Steinhoff's or Poundland's business.
Such forward looking statements involve risks and uncertainties that could significantly affect
expected results and are based on certain key assumptions. Many factors could cause actual results
to differ materially from those projected or implied in any forward looking statements. Due to such
uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking
statements, which speak only as of the date hereof. Each of Steinhoff, SEAG and Poundland
disclaims any obligation to update any forward looking or other statements contained herein, except
as required by applicable law.
No profit forecasts or estimates
No statement in this Announcement is intended as a profit forecast or estimate for any period and
no statement in this Announcement should be interpreted to mean that earnings or earnings per
share for Steinhoff or Poundland, as appropriate, for the current or future financial years would
necessarily match or exceed the historical published earnings or earnings per share for Steinhoff or
Poundland, as appropriate.
Disclosure requirements of the Takeover Code
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any
class of relevant securities of an offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to
be, solely in cash) must make an Opening Position Disclosure following the commencement of the
Offer Period and, if later, following the announcement in which any securities exchange offeror is
first identified. An Opening Position Disclosure must contain details of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to
whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th
Business Day following the commencement of the Offer Period and, if appropriate, by no later than
3.30 pm (London time) on the 10th Business Day following the announcement in which any
securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to the deadline for making an Opening
Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent.
or more of any class of relevant securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions in, and rights to subscribe for,
any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror,
save to the extent that these details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Panel's website at http://www.thetakeoverpanel.org.uk/, including details of the number of relevant
securities in issue, when the Offer Period commenced and when any offeror was first identified. If
you are in any doubt as to whether you are required to make an Opening Position Disclosure or a
Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638
0129.
Publication on Website and Availability of Hard Copies
A copy of this Announcement shall be made available subject to certain restrictions relating to
persons resident in Restricted Jurisdictions on Steinhoff's and Poundland's websites at
www.steinhoffinternational.com and www.poundlandcorporate.com respectively by no later than
12 noon (London time) on 12 August 2016. For the avoidance of doubt, the contents of the websites
referred to in this Announcement are not incorporated into and not do form part of this
Announcement.
You may request a hard copy of this Announcement by:
- for Steinhoff shareholders, contacting the Company Secretary at Steinhoff UK Holdings
Limited, 5th Floor Festival House, Jessop Avenue, Cheltenham, Gloucestershire, GL50
3SH, United Kingdom. Telephone number: +44 (0) 1242 586360; or
- for Poundland Shareholders, by writing to Poundland's registrar at Computershare, The
Pavilions, Bridgwater Road, Bristol BS13 8AE or by calling them on 0370 707 1028 from
within the UK or on +44 (0)370 707 1028 if calling from outside the UK.
You may also request that all future documents, announcements and information to be sent to you
in relation to the Offer should be in hard copy form.
Rounding
Certain figures included in this Announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that
precede them.
APPENDIX
SOURCES OF INFORMATION AND BASES OF CALCULATION
(i) The value placed by the Offer on the entire issued and to be issued share capital of Poundland
of approximately #610.4 million is based on the Revised Cash Value of 227 pence and
268,900,895 fully diluted Poundland Shares consisting of:
(a) 268,701,797 Poundland Shares in issue on 10 August 2016, being the last dealing day
prior to the date of this Announcement; and
(b) 199,098 Poundland Shares in respect of awards which may vest as a result of the Offer.
(ii) The Closing Prices on 13 June 2016 and 12 July 2016 are taken from the Daily Official List.
Date: 11/08/2016 08:00:00 Supplied by www.sharenet.co.za
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.
Sharenet Sites 
