Wrap Text
Stabilisation Announcement
Steinhoff Africa Retail Limited
(Previously K2017221869 (South Africa) Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
JSE 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. THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND NOT AN
OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION, INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA
OR JAPAN.
STABILISATION ANNOUNCEMENT
As set out in STAR’s Pre-Listing Statement dated 4 September 2017, Ainsley Holdings Proprietary
Limited (the “Overallotment Shareholder”), granted Citigroup Global Markets Limited, acting as
stabilisation manager on behalf of the Joint Global Coordinators noted below (the “Stabilisation
Manager”), a call option to purchase up to 50,000,000 existing STAR ordinary shares from the
Overallotment Shareholder (the “Call Option”). The Call Option would enable the Stabilisation
Manager to close out any existing short positions from the over-allotment of shares in connection
with STAR’s initial private placement, for a period of 30 calendar days post listing.
Shareholders are hereby informed that the Stabilisation Manager has not affected any stabilisation
transactions as STAR shares have traded consistently above the offer price since listing.
Accordingly, the Call Option between the Stabilisation Manager and the Overallotment
Shareholder will be exercised in full, with the result that no future stabilisation transactions will be
effected. Post the Call Option being exercised, Steinhoff International Holdings N.V. will indirectly
hold 76.81% of STAR’s issued share capital.
26 September 2017
Transaction and Corporate Sponsor
PSG Capital Proprietary Limited
Joint Global Coordinators
Citigroup Global Markets Limited
Investec Bank Limited
Morgan Stanley & Co. International plc
Rand Merchant Bank, a division of FirstRand Bank Limited
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 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. This announcement does not, nor does it intend to, constitute a “registered prospectus”, as
contemplated by the South African Companies Act.
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.
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.
Date: 26/09/2017 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.
Sharenet Sites 
