Wrap Text
Listing Of Star On The Main Board Of The JSE Limited (“JSE”) And Abridged Pre-Listing Statement
Steinhoff Africa Retail Limited
(Previously K2017221869 (South Africa) Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: SRR
ISIN: ZAE000247995
(“STAR” or the “Company”)
NOT FOR DISTRIBUTION, PUBLICATION OR RELEASE, IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION, PUBLICATION OR RELEASE WOULD BE UNLAWFUL.
LISTING OF STAR ON THE MAIN BOARD OF THE JSE LIMITED (“JSE”) AND ABRIDGED PRE-LISTING STATEMENT
This announcement is not an offer of securities for sale or subscription in the United States or any other jurisdiction. This
announcement is not a prospectus and not an offer to sell, or a solicitation of an offer to subscribe for or to acquire,
securities in the United States or any other jurisdiction, including in or into the United States, Australia, Canada, Japan
or South Africa. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon
in connection with, any offer or commitment whatsoever in any jurisdiction.
The information used in this abridged pre-listing statement is set out in the full pre-listing statement issued by STAR on
Monday, 4 September 2017 (the “Pre-listing Statement”).
This abridged pre-listing statement does not constitute an offer to the public for the sale of or subscription for, or the
solicitation of an offer to buy or subscribe for shares in the Company, but is issued in compliance with the Listings
Requirements of the JSE (the “JSE Listings Requirements”) for the purpose of providing information with regards to
STAR.
This abridged pre-listing statement highlights selected information from the Pre-listing Statement. It is not complete
and does not contain all of the information that readers of this abridged pre-listing statement and/or the Pre-listing
Statement should consider before investing in the ordinary shares of STAR (the “Shares”). Invited Investors (as defined
below) should read the Pre-listing Statement carefully in its entirety.
1. INTRODUCTION
Steinhoff International Holdings N.V. (“Steinhoff International”) has previously announced, its indirectly
held wholly owned subsidiary, STAR’s intention to list its issued ordinary share capital on the main board
of the securities exchange operated by the JSE, with the goal of creating a diversified listed retail
company of significant size and scale with its roots in Africa.
STAR confirms that the JSE has now granted the Company a listing of its issued ordinary shares in the
“5373 Broadline Retailers” sector of the JSE main board under the abbreviated name “SHRetail”, share
code “SRR” and ISIN ZAE000247995, subject to the fulfilment of the conditions precedent set out in
paragraph 5.5 below (the “Listing”). The Listing is expected to be effective from the commencement
of trading on Wednesday, 20 September 2017 (“Listing Date”).
This announcement, including the abridged pre-listing statement below, is not an invitation to the
public to acquire or subscribe for securities in any jurisdiction and is issued in compliance with the JSE
Listings Requirements for the purpose of providing information to selected persons in South Africa and
other jurisdictions in relation to STAR, and does not constitute, envisage or represent an offer to the
public, nor does it constitute a prospectus, in each case as contemplated in the South African
Companies Act, No. 71 of 2008 (“Companies Act”).
2. PRIVATE PLACEMENT
The Listing will be accompanied by a capital raising through a private placement in order to establish
the public shareholding spread and liquidity required by the JSE (“Private Placement”).
The Private Placement is to occur by way of an offer of Shares by the Company, for subscription,
subject to certain conditions, to selected investors in South Africa and other jurisdictions (“Invited
Investors”), to whom the Private Placement will specifically be addressed, and by whom the Private
Placement will be capable of acceptance.
Up to 750 000 000 Shares will be offered and will, upon their issue, represent up to approximately 21.74%
of the total issued Shares immediately after the Listing (“Placement Shares”). Up to a further 50 000 000
existing Shares (“Overallotment Shares”) may be sold to Invited Investors by a subsidiary of Steinhoff
International (“Overallotment Shareholder”) pursuant to an option (“Overallotment Option”) which the
Overallotment Shareholder intends to grant to the stabilisation manager, Citigroup Global Markets
Limited, (“Stabilisation Manager”) for a period commencing on Listing and ending 30 days thereafter
(“Stabilisation Period”).
The Placement Shares, together with the Overallotment Shares (if the Overallotment Option is
implemented in full) represent an aggregate of up to approximately 23.19% of the total issued Shares
immediately after Listing. On Listing, 3 450 000 000 Shares, constituting the entire issued ordinary share
capital of STAR subsequent to the Private Placement, are expected to be listed on the main board of
the exchange operated by the JSE. Proceeds (net of costs) from the Placement Shares will be
distributed to STAR’s existing shareholders, wholly owned subsidiaries of Steinhoff International.
It is currently expected that the price at which the Placement Shares will be offered to Invited Investors
in terms of the Private Placement (“Placement Price”) will be in the price range between R18.00 and
R23.00 per Placement Share (“Placement Price Range”). However, the Placement Price may ultimately
be outside the Placement Price Range. Irrespective of the final Placement Price, if the Directors of
STAR, in their discretion determine that it would not be advisable to proceed with the Private
Placement, STAR shall not be obliged to proceed with the Private Placement.
The Company has agreed to place to Lancaster 101 (RF) Proprietary Limited (“Lancaster”) on a
preferential basis, and Lancaster has agreed to subscribe for, such number of Placement Shares as
have a value of approximately R6.2 billion at the Placement Price (“BEE Placement”), as part of STAR’s
commitment to the development and support of South African government’s Black Economic
Empowerment (“BEE”) initiatives. The BEE Placement will represent approximately 8.83% of the total
issued Shares immediately after Listing at an approximate midpoint of the Placement Price Range.
Subject to certain exceptions, including the issuance of the Shoprite Consideration Shares (as defined
below) and a placement to a limited number of institutional investors of Shares with a market value
not exceeding the Rand equivalent of USD 50 million, the Company has entered into a 180-day share
lock-up with the Joint Global Coordinators (as set out below).
Steinhoff Africa Holdings Proprietary Limited and Lancaster have also entered into a 180-day share
lock-up agreements subject to certain customary exceptions.
3. DISTRIBUTION OF PRE-LISTING STATEMENT
STAR will today publish a pre-listing statement regarding the Listing and the Private Placement and
containing detailed information regarding STAR (“Pre-listing Statement”). The Pre-listing Statement will
be available on STAR’s website (https://steinhoffafricaretail.co.za/sar/jse-listing/).
Terms appearing in title case in this announcement and that are not otherwise defined herein, shall
bear the meanings assigned to them in the Pre-listing Statement.
4. SALIENT DATES AND TIMES RELATING TO THE LISTING AND PRIVATE PLACEMENT
The salient dates and times relating to the Listing and Private Placement are set out below:
2017
Abridged Pre-listing Statement published on SENS on Monday, 4 September
Pre-listing Statement published on the Company’s website
(https://steinhoffafricaretail.co.za/sar/jse-listing/) and made available Monday, 4 September
for inspection on
Opening date of the Private Placement as announced on SENS on Monday, 4 September
Abridged Pre-listing Statement published in the press on Tuesday, 5 September
Closing date of the Private Placement (22:00) on Thursday, 14 September
Notification to Invited Investors of successful applications on Friday, 15 September
Results of Private Placement released on SENS on Friday, 15 September
Results of Private Placement published in the press on Monday, 18 September
Uncertificated Shareholders’ accounts at CSDPs/Brokers updated on Wednesday, 20 September
Listing of Shares on the JSE expected at the commencement of trade
Wednesday, 20 September
(9:00) on
Notes:
- All references to dates and times are to local dates and times in South Africa and are subject to change. Any
such change will be announced on SENS.
- Invited Investors must advise their CSDP or Broker of their acceptance of the Placement Shares in the manner
and cut-off time stipulated by their CSDP or Broker.
- CSDPs effect payment on a delivery-versus-payment basis.
5. ABRIDGED PRE-LISTING STATEMENT OF STAR
5.1. OVERVIEW
STAR owns the Steinhoff Africa Retail Assets to be listed. The date of registration of STAR was
22 May 2017. STAR will remain a subsidiary of Steinhoff International and hence will continue to
benefit from the group sourcing, scale advantages, shared best practices and strategic direction,
allowing STAR to effectively compete with both domestic and international retailers in Africa. STAR
will continue to focus on its vision to be the preferred and most convenient destination for the
African consumer and all other stakeholders, by providing everyday essential products at
affordable prices.
STAR owns highly recognisable and trusted retail brands, benefits from one of the largest retail store
footprints on the African continent and has an impressive growth track-record, both in South Africa
and the rest of Africa.
The STAR Group is a retailer servicing the value-conscious consumer in sub-Saharan Africa. The STAR
Group’s business model is based upon a strategy of sourcing products at low cost and distributing
them through STAR Group’s owned retail brands. The STAR Group operates across various stable
and growing cash generative sectors, including apparel, footwear, household goods, furniture,
appliances, consumer electronics and building materials, whilst also providing financial and mobile
services.
The STAR Group sells its products and services through 2 sales channels: (a) Discount and Value and
(b) Speciality:
(a) Discount and Value
Products and services sold through the Discount and Value channel consist of the STAR Group’s
clothing, household goods, appliances, consumer electronics, personal accessories and
cellular products and services, and financial services.
Brands operating through the Discount channel, which are mainly focussed on “best price”,
include:
- Pep in South Africa and the rest of Africa:
PEP South Africa sells a discount range of merchandise including clothing, footwear and
homeware. PEP also includes concept stores and offerings, PEP Home, PEP Cell and PEP
Money. Pep also provides certain financial services to customers such as utility bill
payments and money transfer services;
PEP Africa carries the PEP brand across Africa, offering the same “best prices and more”
and focusing on building scale within the clothing, footwear and homeware market
segments;
- Poco, founded 25 years ago in Europe and introduced into South Africa in 2015, is a new
concept homeware and furniture megastore offering furniture, homeware, bedding,
kitchens, do-it-yourself (“DIY”), electronics, flooring, lighting and décor;
- Russells is a discount furniture and appliance retail brand with more than 300 stores across
South Africa. Russells is positioned in the lower to middle end discount segment, with key
brand pillars based on affordability, quality and trust supported by the buy line “You pay
less for more”; and
- Flash provides services and income to informal retail entrepreneurs using smart
communication technologies such as Flash-branded payment devices and smartphone
applications to allow vendors to invoice and to make and receive payments for goods
and services including airtime, electricity and supplies. Through their sophisticated
transaction switch, Flash enables millions of virtual transactions to take place daily in the
informal markets of South Africa.
Brands operating through the Value channel focus on a bigger assortment, quality and range,
and include:
- Ackermans is a value retail brand offering everyday casual wear that appeals to the mass
middle market of value-seeking consumers with a household income of over R5 000 per
month. A number of stores also offer homeware items, cellular and financial service
offerings. Ackermans stores are located in urban centres in easily accessible locations in
terms of public transport and in good proximity to other essential shops and customer
services;
- Bradlows is a furniture and appliance retailer positioned in the middle to upper end value
segment with the goal of offering stylish, quality and affordable furniture and appliances
supported by personal service. Bradlows’ key value pillars are style, affordability and
quality, with the buy line: “You are the difference”; and
- Rochester is a furniture retailer that offers top-end quality lounge, dining room and
bedroom furniture at affordable prices. The brand is positioned in the middle to upper end
value segment with the vision that shopping at Rochester is a pleasure. Rochester’s key
value pillars are value, quality and style, with the buy line: “It’s not just furniture, it’s
Rochester”.
(b) Speciality
Brands in the Speciality channel are divided into 4 categories:
- DIY: The DIY business operates building materials, hardware and DIY stores, including Buco
(hardware and buildware), Timbercity (timber and carpentry) and The Tile House (wall and
floor tiles), amongst others;
- Consumer electronics and appliances (“G2”), includes Incredible Connection and HiFi
Corp. Incredible Connection is a consumer electronics and IT retailer positioned in the
middle to upper end of the market. HiFi Corp is a consumer retailer of consumer electronics,
audio visual products and appliances positioned towards the mass-middle-market
consumers;
- Clothing, footwear and homeware (“CFH”), includes Dunns (mid-market fashion), John
Craig (premium menswear), Refinery (affordable, on-trend fashion), Shoe City (footwear)
and Tekkie Town (high-quality branded school, lifestyle, leisure and sports footwear); and
- Bedding, consisting of Sleepmasters which is a retailer of beds, bed sets and mattresses.
5.2. RATIONALE FOR LISTING
The purpose of the Listing is to create a diversified listed retail company of significant size and scale
with its roots in Africa. The Listing will also allow investors wishing to access the African growth story
to invest directly into the Company. The separation of Steinhoff International’s emerging and
developed market retail businesses is a natural progression given their distinct strategic and
geographic focus.
In addition, the Listing of STAR is expected to:
- result in Steinhoff International’s African exposure being held through a controlling interest in a
separately listed entity, which can be independently valued as an emerging market, Africa
focused, retail company;
- provide the Company with access to capital in order to grow its business, both organically and
by way of future acquisitions, including the Shoprite Transaction (as detailed below);
- provide Shareholders with a liquid, tradeable asset within a regulated environment and with a
market-determined share price; and
- assist in the incentivisation of senior employees of the STAR Group through listed shares that are
more closely aligned to the African business.
5.3. KEY FINANCIAL METRICS AND OUTLOOK
For the 12 months ended 30 September 2016, the STAR Group reported revenue of R51 234 million,
earnings before interest and tax and capital items (“EBIT”) of R3 485 million and earnings before
interest, tax, depreciation and amortisation and capital items (“EBITDA”) of R4 397 million.
During the periods under review, the STAR Group made two sizeable acquisitions and implemented
a brand consolidation and restructure of the furniture operations. These acquisitions, the
consolidation and the restructure will have a positive impact on the performance of STAR going
forward. After adjusting for the acquisitions and one-off brand consolidation and restructuring
related expenditure, the STAR Group would have reported revenue of R51 766 million, EBIT of
R4 855 million and EBITDA of R5 776 million on a pro-forma basis for the 12 months ended
30 September 2016.
Looking ahead, after the aforementioned adjustments, the STAR Group expects to achieve pro
forma EBIT of R6 063 million and pro-forma EBITDA of R7 016 million for the 12 months ending
30 September 2017 (“FY17”). STAR expects to list with approximately a two times net debt to FY17
EBITDA ratio. Further store openings and organic initiatives will provide opportunities for expanding
operating margin and maintaining strong growth momentum.
5.4. SHOPRITE TRANSACTION
STAR has entered into various call option agreements with various parties, in terms of which STAR
could acquire economic and voting interests in Thibault Square Financial Services Proprietary
Limited and Shoprite Holdings Limited (“Shoprite”) (“Call Options”). After implementation of the Call
Options, STAR will hold approximately 22.7% of the economic interest and approximately 49.85% of
the voting rights in Shoprite. In the event that the specific repurchase of 8 683 327 Shoprite ordinary
shares, as addressed in a circular to Shoprite shareholders dated 7 August 2017 is implemented, the
percentages referred to above will increase to approximately 23.1% and 50.61% respectively. The
consideration will be settled through the issue of STAR shares (the “Shoprite Consideration Shares”)
that will represent an approximate 33.63% interest in the ordinary share capital of STAR after the
Listing and the acquisitions under the Call Options.
It should be noted that STAR will continue with the Listing regardless of whether the Call Options are
implemented and Shoprite will continue to maintain its separate listing on the JSE after the
implementation of the Call Options. The exercise and implementation of the Call Options will not
require STAR to extend a mandatory offer to the remaining Shoprite shareholders in terms of the
Companies Act and the Takeover Regulations as defined in the Companies Act and also will not
require additional shareholder approval in terms of the JSE Listings Requirements or otherwise. The
implementation of the Call Options remains subject to certain conditions precedent, including
regulatory approvals such as Competition Authorities’ approval.
Further details regarding the Shoprite Transaction appear in the Pre-listing Statement.
5.5. CONDITIONS PRECEDENT
The Private Placement and the Listing are subject to the fulfilment of the following conditions
precedent (“Conditions Precedent”):
- the approval for the Listing granted by the JSE on 1 September 2017 not being revoked or
withdrawn; and
- as at the Listing Date, at least 12.5% of the Company’s Shares being held by at least 1 000 public
shareholders, this being the level acceptable to the JSE in terms of a formal dispensation
granted to the Company in connection with the Listing, and the JSE being satisfied that there
will be sufficient liquidity on the Listing Date.
Should any of the Conditions Precedent fail or should the Directors determine not to proceed with
the Private Placement, the Private Placement and any acceptance thereof shall not be of any
force or effect and no person shall have any claim of whatsoever nature against the Company or
any other person as a result thereof, there being no duty on the Company, Steinhoff International
or their respective directors or officers to procure that the Conditions Precedent are fulfilled.
5.6. AUTHORISED AND ISSUED SHARE CAPITAL
The authorised and issued share capital of the Company, as at the Last Practicable Date, is set out
below:
Number of Shares R millions
Authorised share capital
Shares of no par value 20 000 000 000 -
Preference Shares of no par value 60 000 000 -
Issued share capital
Stated capital – Shares of no par value 2 700 000 000 70 177*
Preference Shares of no par value - -
Shares held in treasury (i.e. by subsidiaries) - -
*Based on an approximate midpoint of the Placement Price Range
Assuming that 750 000 000 Placement Shares are issued, the authorised and issued share capital of
the Company on the Listing Date is expected to be as follows:
Number of Shares R millions
Authorised share capital
Shares of no par value 20 000 000 000 -
Preference Shares of no par value 60 000 000 -
Issued share capital
Stated capital – Shares of no par value 3 450 000 000 70 177**
Preference Shares of no par value - -
Shares held in treasury (i.e. by subsidiaries) - -
**Based on an approximate midpoint of the Placement Price Range and taking into account that the
proceeds from the Placement shares will be distributed to STAR’s existing shareholders, wholly owned
subsidiaries of Steinhoff International
The abovementioned preference shares consist of various classes, the terms of which are detailed
in the Pre-listing Statement (“Preference Shares”). No Preference Shares are currently in issue or will,
upon the Listing Date, be in issue.
5.7. COMPOSITION OF THE BOARD
The full names, ages, business addresses and capacities of the Directors are provided below:
Full name Age Capacity Business Address
Andries Benjamin (Ben) 42 Chief Executive Officer Block D, De Wagenweg Office
la Grange Park, Stellentia Road,
Stellenbosch,7600
Riaan Gustav Hanekom 47 Chief Financial Officer 36 Stellenberg Rd, Parow,
Industria, 7493
Markus Johannes Jooste 56 Non-executive Director Block D, De Wagenweg Office
Park, Stellentia Road,
Stellenbosch,7600
Daniël Maree (Danie) 59 Non-executive Director Block D, De Wagenweg Office
van der Merwe Park, Stellentia Road,
Stellenbosch,7600
Jacob Daniel Wiese 36 Non-executive Director 36 Stellenberg Rd, Parow,
Industria, 7493
Jayendra Naidoo 56 Independent non- Ground Floor, The Place, 1
executive Chairperson Sandton Drive, Sandton, 2196
Johann Bernard Cilliers 57 Independent non- 5 Gerbera Close, Welgedacht
executive Director Estate, Bellville, 7530
Vusumuzi Philip (Vusi) 66 Independent non- Thebe House, 2nd Floor, 166 Jan
Khanyile executive Director Smuts Avenue, Rosebank, 2196
Stephanus Hilgard 55 Independent non- 6A Athole Avenue, Craighall,
(Steve) Müller executive Director 2196
Heather Joan Sonn 45 Independent non- 18 Orphan Street c/o Bree Street
executive Director and Orphan Street, Cape Town
8001
Allen Edwin Swiegers 56 Independent non- 442 Milner Street, Waterkloof,
executive Director Pretoria, 0181
5.8. COPIES OF THE PRE-LISTING STATEMENT
Copies of this Pre-listing Statement are available in English only and may from Monday, 4 September
2017 until the Listing Date be obtained, during business hours, from the registered office of the
Company at 28 Sixth Street, Wynberg, Sandton, 2090 and from STAR’s sponsor, PSG Capital, at 1st
Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600 and at 11 Alice Lane, Sandhurst, Sandton, 2196.
A copy of this Pre-listing Statement will also be available on the Company’s website
(https://steinhoffafricaretail.co.za/sar/jse-listing/) from today.
Stellenbosch
4 September 2017
Citi Investec Morgan Stanley
PSG Capital JOINT GLOBAL JOINT GLOBAL JOINT GLOBAL
TRANSACTION AND COORDINATOR COORDINATOR COORDINATOR
CORPORATE SPONSOR
RMB
JOINT GLOBAL J.P.Morgan Standard Bank Cliffe Dekker Hofmeyer
COORDINATOR JOINT BOOKRUNNER JOINT BOOKRUNNER SOUTH AFRICAN LEGAL ADVISOR TO THE COMPANY
Linklaters girard hayward INC
INTERNATIONAL SOUTH AFRICAN Deloitte Bowmans
LEGAL ADVISOR TO LEGAL ADVISOR TO INDEPENDENT REPORTING SOUTH AFRICAN LEGAL ADVISOR TO THE JOINT GLOBAL CCORDINATORS AND JOINT
THE COMPANY THE COMPANY ACCOUNTANT BOOKRUNNERS
Freshfields Bruckhaus Deringer
INTERNATIONAL LEGAL
ADVISOR TO THE JOINT
GLOBAL COORDINATORS
AND JOINT BOOKRUNNERS
ENQUIRIES
Steinhoff International & STAR: Mariza Nel, +27 (0)21 808 0711;
Citigroup: Patrick Evans, +44 (0)20 7986 1931; Nick Pagden, +27 (0)11 944 0000;
Investec: Carlyle Whittaker, +27 (0)11 286 9994; Hugo Steyn, +27 (0)21 416 3314;
Morgan Stanley: Mark Maislish, +44 (0)20 7425 9059;
RMB: Stephen Friesenecker, +27 (0)11 282 4505;
JP Morgan: Kevin Latter, +27 (0)11 507 0798; Charlie Walker, +44 (0)20 7134 2488; and
Standard Bank: Richard Stout +27 (0) 11 344 5725.
DISCLAIMER
The contents of this announcement have been prepared by and are the sole responsibility of STAR.
The information contained in this announcement is for background purposes only and does not purport to be full or
complete. No reliance may be placed by any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the District of Columbia), Australia, Canada or Japan.
The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose
possession any document or other information referred to herein should inform themselves about and observe any
such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any
such jurisdiction.
This announcement does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities
to any person in the United States, Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or
solicitation is unlawful. The securities referred to herein (the “Shares”) may not be offered or sold in the United States
unless registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or offered in a transaction
exempt from, or not subject to, the registration requirements of the Securities Act. The offer and issue of the Shares
has not been, and will not be, registered under the Securities Act or under the applicable securities laws of Australia,
Canada or Japan. Subject to certain exceptions, the Shares referred to herein may not be offered or sold in Australia,
Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or
Japan. There will be no public offer of securities in the United States, Canada, Australia and Japan.
This announcement does not constitute or form a part of any offer or solicitation or advertisement to purchase and/or
subscribe for Shares in South Africa, including an offer to the public for the sale of, or subscription for, or the solicitation
of an offer to buy and/or subscribe for, shares as defined in the South African Companies Act No. 71 of 2008 (“South
African Companies Act”), as amended and will not be distributed to any person in South Africa in any manner that
could be construed as an offer to the public in terms of the South African Companies Act. In South Africa this
announcement is directed only at (i) persons falling within the exemptions set out in section 96(1)(a) or (ii) persons
who subscribe, as principal, for Shares at a minimum aggregate subscription price of R1 000 000, as envisaged in
section 96(1)(b), of the Act (all such persons in (i) and (ii) being referred to as “relevant persons”). The Private
Placement and any other investment activity to which this announcement relates will only be available to, and will
only be engaged with, relevant persons. Any person who is not a relevant person should not act on this
announcement or any of its contents. This announcement does not, nor does it intend to, constitute a “registered
prospectus”, as contemplated by the South African Companies Act.
The information contained in this announcement constitutes factual information as contemplated in section 1(3)(a)
of the South African Financial Advisory and Intermediary Services Act, 37 of 2002, as amended and should not be
construed as an express or implied recommendation, guide or proposal that any particular transaction in respect of
the Shares or in relation to the business or future investments of the Company is appropriate to the particular
investment objectives, financial situations or needs of a prospective investor, and nothing in this announcement
should be construed as constituting the canvassing for, or marketing or advertising of, financial services in South
Africa.
In member states of the European Economic Area (each, a “Relevant Member State”), this announcement and any
offer if made subsequently is directed only at persons who are “qualified investors” within the meaning of the
Prospectus Directive (“Qualified Investors”). For these purposes, the expression “Prospectus Directive” means
Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant
Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU. 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, and any investment activity to which it relates will only be engaged in
with such persons and it should not be relied on by anyone other than such persons.
Copies of this announcement are not being made and may not be distributed or sent into the United States, Canada,
Australia or Japan.
This announcement may include statements that are, or may be deemed to be, “forward-looking statements”. These
forward-looking statements may be identified by the use of forward-looking terminology, including the terms
“believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, “may”, “will” or “should” or, in each
case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results.
Any forward-looking statements reflect the Company’s current view with respect to future events and are subject to
risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s business, results
of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as
of the date they are made.
Each of the Company, Steinhoff, Citigroup, Investec, J.P. Morgan, Morgan Stanley, PSG Capital, RMB and Standard
Bank and their respective affiliates expressly disclaims 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.
Any subscription of Shares in the proposed Private Placement should be made solely on the basis of the information
contained in the Pre-listing Statement to be issued by the Company in connection with the Private Placement. The
information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons
viewing this announcement should ensure that they fully understand and accept the risks which will be set out in the
Pre-listing Statement when published. No reliance may be placed for any purpose on the information contained in
this announcement or its accuracy or completeness. This announcement does not constitute or form part of any offer
or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any Shares or any other securities
nor shall it (or any part of it) or the fact of its distribution, form the basis of, or be relied on in connection with, any
contract therefor.
The date of the Listing may be influenced by a variety of factors which include market conditions. There is no
guarantee that Listing will occur and you should not base your financial decisions on the Company’s intentions in
relation to Listing at this stage. Acquiring investments to which this announcement relates may expose an investor to
a significant risk of losing all of the amount invested. Persons considering making such investments should consult an
authorised person specialising in advising on such investments. This announcement does not constitute a
recommendation concerning the Private Placement. The value of shares can decrease as well as increase. Potential
investors should consult a professional advisor as to the suitability of the Private Placement for the person concerned.
None of Citigroup, Investec, J.P. Morgan, Morgan Stanley, PSG Capital, RMB and Standard Bank or any of their
respective directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for/or
makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the
information in this announcement (or whether any information has been omitted from the announcement) or any
other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual
or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of
the announcement or its contents or otherwise arising in connection therewith.
Each of Citigroup, Investec, J.P. Morgan, Morgan Stanley, PSG Capital, RMB and Standard Bank is acting exclusively
for STAR and Steinhoff and no-one else in connection with the Private Placement. They will not regard any other
person as their respective clients in relation to the Private Placement and will not be responsible to anyone other than
STAR and Steinhoff for providing the protections afforded to their respective clients, nor for providing advice in relation
to the Private Placement, the contents of this announcement or any transaction, arrangement or other matter
referred to herein.
Morgan Stanley and J.P. Morgan is authorised in the United Kingdom by the PRA and regulated in the United Kingdom
by the PRA and FCA.
In connection with the Private Placement, each of Citigroup, Investec, J.P. Morgan, Morgan Stanley, RMB and
Standard Bank and any of their respective affiliates, may take up a portion of the Shares as a principal position and
in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Shares and
other securities of STAR or related investments in connection with the Private Placement or otherwise. Accordingly,
references in the Pre-listing Statement, once published, to the Shares being issued, offered, subscribed, acquired,
placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or
dealing by any of Citigroup, Investec, J.P. Morgan, Morgan Stanley, RMB and Standard Bank and any of their
respective affiliates acting in such capacity. In addition, Citigroup, Investec, J.P. Morgan, Morgan Stanley, RMB and
Standard Bank may enter into financing arrangements and swaps in connection with which they or their affiliates
may from time to time acquire, hold or dispose of Shares. None of Citigroup, Investec, J.P. Morgan, Morgan Stanley,
RMB and Standard Bank nor any of their respective affiliates intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory obligations to do so.
In connection with the Private Placement, the Company has appointed Citigroup as Stabilisation Manager who may,
subject to the JSE Listings Requirements and other applicable law, over-allot Shares or effect other transactions with
a view to supporting the market price of the Shares at a level higher than that which might otherwise prevail for a
limited period after the date of the Listing. However, there will be no obligation on the stabilisation manager to do so.
Such stabilising action may under no circumstances continue beyond the 30th calendar day after the date of the
Listing.
Unless otherwise indicated, market, industry, market share and competitive position data are estimates (and
accordingly, approximate) and should be treated with caution. Such information has not been audited or
independently verified, nor has the Company ascertained the underlying economic assumptions relied upon therein.
Date: 04/09/2017 03:30:00 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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