Wrap Text
Launch Of Placing Of Up To 450 Million Shares In KAP Industrial Holdings Limited
Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019
("Steinhoff" or the “Company”)
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
LAUNCH OF PLACING OF UP TO 450 MILLION SHARES IN KAP INDUSTRIAL HOLDINGS
LIMITED
Steinhoff refers to its quarterly update published on 28 February 2018 in which the
Company informed the market that it is continuing to take steps to refinance or
redeem the debt within its South African operations.
In line with these stated steps, Steinhoff has decided to launch an accelerated book-
build of up to 450 million ordinary shares in KAP Industrial Holdings Limited (“KAP”)
(“Placing Shares”) (the “Placing”), subject to acceptable pricing being achieved and
certain additional conditions.
Steinhoff, through an indirect wholly owned subsidiary, currently owns 43% (c.
1,144million shares) in KAP, which shareholding has created material value to Steinhoff
shareholders since 2012 due to KAP’s growth. Steinhoff continues to view KAP as a
compelling investment case, especially in view of recent events in South Africa and
the prospect of improving economic conditions. Steinhoff will, however, conclude the
Placing in order to facilitate the stated objective of settling certain debt obligations.
On successful conclusion of the Placing, Steinhoff will retain ownership of
approximately 26% of KAP’s issued share capital, which it views as a strategic
investment.
Information relating to the Placing
The Placing Shares will be offered to qualifying institutional investors only (which
includes private client platforms in South Africa), being investors to whom the offer may
be lawfully made without having to file or register any offering or related
documentation with any securities regulatory authority in any jurisdiction, and the
Placing does not and will not constitute, nor is it intended to constitute, an offer to the
public to purchase any shares.
The book will open with immediate effect and is expected to close as soon as possible.
Steinhoff reserves the right to close the book at any time. Pricing and allocations will be
announced as soon as practicable following the closing of the book.
The Placing will be carried out by The Standard Bank of South Africa Limited (“Standard
Bank”) and Investec Bank Limited (“Investec”) (each of Standard Bank and Investec
being a “Bookrunner” and, together, the “Joint Bookrunners”).
In line with Steinhoff’s intention to retain the remaining interest in KAP Industrial, Steinhoff
has agreed to a 90-day lock-up period, subject to customary carve outs.
Information relating to KAP
Information on KAP, including its most recent annual report, interim financial results and
investor presentation, can be found on its website at http://www.kap.co.za/. It should
be noted that Steinhoff bears no responsibility for any information included on KAP’s
website.
Information relating to the Placing
Standard Bank and Investec are acting as Joint Bookrunners for the Placing. For further
information, please contact:
Standard Bank Investec
Richard Stout Carlyle Whittaker
+27 (0)11 344 5725 +27 (0)11 286 9994
richard.stout@standardbank.co.za Carlyle.Whittaker@investec.co.za
Stellenbosch
13 March 2018
Joint Bookrunner and Joint Global Coordinator
Standard Bank
Joint Bookrunner and Joint Global Coordinator
Investec
Independent Financial Adviser to Steinhoff in relation to its interest in KAP Industrial
Macquarie Capital South Africa Proprietary Limited
Sponsor to Steinhoff
PSG Capital Proprietary Limited
Counsel to Steinhoff
Werksmans
Counsel to the Joint Bookrunners
Allen & Overy
Disclaimer
This announcement (the “Announcement”) is restricted and is not for release,
publication or distribution, in whole or in part, directly or indirectly, in or into the United
States of America, Australia, Canada, Japan or any other jurisdiction in which such
release, publication or distribution would be unlawful. This Announcement is for
information purposes only, does not purport to be full or complete, is subject to change
and shall not constitute or form part of an offer or solicitation of an offer to purchase or
sell securities in the United States of America or any other jurisdiction nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. Any failure to comply with these restrictions may constitute a violation of
securities laws of such jurisdictions. No reliance may be placed for any purpose on the
information contained in this Announcement or its accuracy or completeness.
The distribution of this Announcement and the offering for sale of the Placing Shares in
certain jurisdictions may be restricted by law. The Placing Shares may not be offered
to the public in any jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to the shares in such
jurisdiction. No action has been taken by Steinhoff or either Joint Bookrunner or any of
their respective affiliates that would permit an offering of such securities or possession
or distribution of this Announcement or any other offering or publicity material relating
to such shares in any jurisdiction where action for that purpose is required. Persons into
whose possession this Announcement comes are required by Steinhoff and the Joint
Bookrunners to inform themselves about, and to observe, such restrictions.
The Placing Shares have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or
sold, directly or indirectly, in the United States of America, absent registration or an
exemption from, or transaction not subject to, the registration requirements of the
Securities Act. There will be no public offer of the Placing Shares in the United States of
America or in any other jurisdiction.
Neither this Announcement nor the Placing constitutes or is intended to constitute an
offer to the public in South Africa in terms of the South African Companies Act, 2008
(“the South African Companies Act"). In South Africa this Announcement is only
directed at, and any investment or investment activity to which this Announcement
relates is available only to, and will be engaged in only with, persons in South Africa
who (i) fall within the categories of persons set out in section 96(1)(a) of the South
African Companies Act or (ii) who are persons who subscribe, as principal, for Placing
Shares at a minimum placing price of R1 000 000, as envisaged in section 96(1)(b) of
the South African Companies Act.
In member states of the European Economic Area (“EEA”) which have implemented
the Prospectus Directive (each, a “Relevant Member State”), this Announcement and
any offer if made subsequently is directed exclusively 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 Directive 2010/73/EU, to the extent implemented in a
Relevant Member State), and includes any relevant implementing measure in the
Relevant Member State.
In the United Kingdom this Announcement is only being distributed to, and is only
directed at, and any investment or investment activity to which this Announcement
relates is available only to, and will be engaged in only with, Qualified Investors who
are (i) investment professionals falling within Article 19(5) of the UK Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”); or (ii) high net
worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to
whom it may otherwise be lawfully communicated (all such persons together being
referred to as “relevant persons”). Persons who are not relevant persons should not take
any action on the basis of this Announcement and should not act or rely on it.
This Announcement has been issued by and is the sole responsibility of Steinhoff. No
representation or warranty, express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the Joint Bookrunners or by any
of their respective affiliates or any of its or their respective directors, employees, advisers
or agents as to, or in relation to, the accuracy or completeness of this Announcement
or any other written or oral information made available to or publicly available to any
interested party or their advisers, and any liability therefore is expressly disclaimed.
This Announcement does not purport to identify or suggest the risks (direct or indirect)
which may be associated with an investment in the Placing Shares. Any investment
decision to acquire Placing Shares pursuant to the Placing must be made solely on the
basis of publicly available information. Any such information has not been
independently verified by the Joint Bookrunners.
Each of the Joint Bookrunners are acting for Steinhoff, and no one else, in connection
with the Placing and will not be responsible to anyone other than Steinhoff for providing
the protections afforded to the respective clients of the Joint Bookrunners, nor for
providing advice to any other person in relation to the Placing or any other matter
referred to herein.
In connection with the sale of the Placing Shares, any of the Joint Bookrunners and any
of their respective affiliates acting as an investor for their own account may acquire a
portion of the Placing Shares as a principal position and in that capacity may retain,
purchase or sell for their own account such Placing Shares. In addition they may enter
into financing arrangements and swaps with investors in connection with which they
may from time to time acquire, hold or dispose of Placing Shares. They do not intend
to disclose the extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
Nothing in this Announcement should be viewed, or construed, as "advice", as that
term is used in the South African Financial Markets Act, 2012, and/or Financial Advisory
and Intermediary Services Act, 2002, by any of the Joint Bookrunners.
The Placing Shares to be sold pursuant to the Placing are not admitted to trading on
any stock exchange other than the JSE.
The information contained in this announcement is subject to change without notice
and, except as required by applicable law, Steinhoff does not assume any
responsibility or obligation to update publicly or review any of the forward-looking
statements contained herein.
Date: 13/03/2018 07:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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