Wrap Text
Launch Of Placing Of Up To 694,206,661 Shares In KAP Industrial Holdings Limited
Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019
Steinhoff Investment Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1954/001893/06)
JSE Code: SHFF
ISIN: ZAE000068367
("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 694,206,661 SHARES IN KAP INDUSTRIAL HOLDINGS LIMITED
Steinhoff International Holdings N.V. (the "Company" and with its subsidiaries, the "Group") has
decided to launch an accelerated bookbuild of its residual indirect shareholding of to
694,206,661 ordinary shares in KAP Industrial Holdings Limited (“KAP”) (“Placing Shares”) (the
“Placing”), subject to acceptable pricing being achieved.
Steinhoff, through an indirect wholly owned subsidiary, currently owns c. 26% in KAP, which
shareholding is Steinhoff’s residual interest in KAP following a successful placement of c.450
million shares on 13 March 2018. Steinhoff intends applying the proceeds from the sale of the
Placing Shares to meeting its various obligations, including (but not limited to) those arising
from its announced debt restructuring process, and to ensuring its business platforms are
appropriately funded.
In the event that all of the Placing Shares are sold pursuant to the Placing, Steinhoff will no
longer hold an interest in KAP and those members of KAP’s Board of Directors nominated by
Steinhoff intend to resign.
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”).
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
Shareholders and other investors in the Company are advised to exercise caution when
dealing in the securities of the Group.
Stellenbosch
26 March 2019
Joint Bookrunner
Standard Bank
Joint Bookrunner
Investec
Independent Financial Adviser to Steinhoff in relation to its interest in KAP Industrial
Macquarie Advisory and Capital Markets South Africa Proprietary Limited
Sponsor to Steinhoff
PSG Capital Proprietary Limited
South African Counsel to Steinhoff
Werksmans
International Counsel to Steinhoff
Linklaters LLP
South African Counsel to the Joint Bookrunners
Allen & Overy (South Africa) LLP
International Counsel to the Joint Bookrunners
Allen & Overy LLP
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 is 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: 26/03/2019 05:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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