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Completion Of The Refinancing Of Shareholder Funding And Other Matters
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”)
COMPLETION OF THE REFINANCING OF SHAREHOLDER FUNDING AND OTHER MATTERS
1. COMPLETION OF THE REFINANCING OF SHAREHOLDER FUNDING
STAR shareholders are referred to the announcement made on 15 December 2017
pertaining to the refinancing of Steinhoff shareholder funding amounting to c.ZAR16 billion
at 30 September 2017 (“the Shareholder Funding”), as included in STAR’s 2017 audited
annual financial statements.
The refinancing of the Shareholder Funding was completed with the conclusion of
agreements between STAR (and its designated wholly-owned subsidiaries) and various
South African financial institutions. The repayment of the Shareholder Funding also
facilitated the release of STAR and its subsidiaries from all third party guarantees related
to the financing of the Shareholder Funding.
The Company raised a total of ZAR18 billion stand-alone financing facilities (“New
Facilities”) which was well received by the SA market with the overall demand exceeding
the Company’s requirements. The refinancing was arranged and co-ordinated by
FirstRand Bank Limited, acting through its Rand Merchant Bank division (“RMB”).
The additional ZAR2 billion, over and above what was required to settle the Shareholder
Funding, is being raised in line with STAR’s funding needs and growth in operations.
The New Facilities comprise:
Component Amount Interest rate Term
Term Loan A ZAR2.5 billion JIBAR plus 200 bps 3 years
Term Loan B ZAR2.0 billion JIBAR plus 215 bps 4 years
Term Loan C ZAR2.5 billion JIBAR plus 225 bps 5 years
Redeemable, Non-
cumulative, Non-
74% of SA prime
convertible Preference ZAR6.0 billion 4 years
lending rate
Shares (“Funding
Preference Shares”)
Revolving Credit Facility
ZAR2.5 billion JIBAR plus 200 bps 3 years
("RCF")
General Banking Facility 364 day
ZAR2.5 billion Call Loan Rates
("GBF") notice
The STAR board would like to express its appreciation to the various South African financial
institutions for their support in this process and especially to RMB for the arrangement and
co-ordination thereof.
2. APPROVAL OF PROPOSED RESOLUTION IN TERMS OF SECTION 44 OF THE COMPANIES ACT,
NO 71 OF 2008
A condition to the issue of the Funding Preference Shares by a wholly-owned subsidiary of
STAR (“the Issuer”) to South African financial institutions referred to above, included that
STAR guarantees the Issuer’s contractual obligations that relate to the Funding Preference
Shares.
The Company confirms that STAR shareholders representing 88.98% of STAR’s issued share
capital voted in favour of such guarantee as set out in the circular distributed to
shareholders on 19 April 2018. Accordingly, the special resolution was approved. The issue
of these Funding Preference Shares facilitated the redemption of funding preference
shares issued by Steinhoff and the release of STAR and its subsidiaries from the related
guarantee.
Parow
23 May 2018
Sponsor:
PSG Capital
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