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SHF - Steinhoff International Holdings Limited - Pricing of EUR 345 Million
Convertible Bonds
(Incorporated in the Republic of South Africa)
(Registration Number 1998/003951/06)
Share Code: SHF & ISIN: ZAE000016176
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO
THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS),
AUSTRALIA, CANADA OR JAPAN.
RELEASED IN SOUTH AFRICA FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE
AN OFFER TO SOUTH AFRICAN INVESTORS.
15 September 2010
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
1. Introduction
Steinhoff International Holdings Limited ("SIHL") this morning announced the
launch of its offering of EUR 300 million senior unsecured guaranteed
convertible bonds due May 2016 (the "Bonds"), with an increase option of up to
EUR 45 million. In addition, SIHL has granted to Citigroup Global Markets
Limited and BNP Paribas S.A. (the "Joint Bookrunners") an overallotment option
of up to an additional EUR 45 million aggregate principal amount of Bonds
exercisable up to close of business in South Africa on Friday 17 September 2010.
The Bonds will be issued by Steinhoff Finance Holding GmbH (the "Issuer") which
is a 100% subsidiary of SIHL and incorporated in Austria. The Issuer`s payment
obligations under the Bonds will be guaranteed by SIHL, which is rated Ba1
(positive outlook) by Moody`s and the Bonds will be convertible into
approximately 140 million ordinary shares of SIHL (assuming the overallotment
option is exercised in full by the Joint Bookrunners).
The offering of the Bonds was launched at the open of trading this morning and
is now priced. The offering was substantially oversubscribed.
2. Salient Terms of the Bonds
SIHL announces that the terms for the Bonds have been fixed as follows
- issue size is EUR 345 million (subject to increase by up to EUR 45 million
pursuant to the overallotment option which SIHL has granted to the Joint
Bookrunners);
- the initial conversion price has been set at ZAR 25.758 per ordinary share,
based on a fixed exchange rate of EUR 1.00 = ZAR 9.1992. The initial conversion
price represents a 35% premium over the volume weighted average price ("VWAP")
of the ordinary shares of SIHL on the JSE Limited (the "JSE") from launch to
pricing;
- the coupon has been set to 5% per annum, payable semi-annually in arrear
commencing on 22 May 2011;
- the yield to maturity of the Bonds is 6.125% per annum
- the issue price of the Bonds is 100% of their principal amount;
- unless previously redeemed or converted, the Bonds will be redeemed at 107.51%
of their principal amount on 22 May 2016;
- the Issuer will have the right to redeem all outstanding Bonds at their
Accreted Principal Amount together with accrued interest on or after 6 December
2014 if the parity value of the Bonds translated into Euro at the prevailing
exchange rate shall have exceeded 140% of the Accreted Principal Amount of the
Bonds for a specified period, or, at any time at their Accreted Principal Amount
together with accrued interest if less than 10% of the Bonds originally issued
remain outstanding; and
- the Bonds are convertible into approximately 139.29 million ordinary shares of
SIHL based on the above initial conversion price (assuming exercise in full of
the over-allotment option), which represents approximately 9.4% of SIHL`s
current issued ordinary share capital.
The proceeds of the issue of the Bonds will be utilised for general corporate
purposes of the group including extending and diversifying the debt maturity
profile and to provide financial flexibility for strategic initiatives.
In accordance with the Listings Requirements of the JSE, PricewaterhouseCoopers
Corporate Finance (Pty) Ltd ("PwC") has been appointed by the board of directors
of SIHL as independent expert to consider the conversion terms of the Bonds in
relation to the fairness of the conversion terms to the ordinary shareholders of
SIHL. PwC is of the opinion that the terms and conditions of the issue of the
Bonds are fair to SIHL`s shareholders. A copy of their opinion has been
submitted to the JSE`s Issuer Services Division and, subject to their approval,
will become available for inspection at the registered office of the SIHL for a
period of two weeks from the date of closing. A further announcement with
respect to the approval of the fairness opinion will be published in due course.
Application will be made to include the Bonds for trading on the Open Market
(Freiverkehr) of the Frankfurt Stock Exchange.
3. Financial Effects
The pro forma financial effects of the issue of the Bonds on SIHL`s earnings per
share, headline earnings per share, net asset value per share and net tangible
asset value per share for the year ended 30 June 2010 are not significant (i.e.
are less than 3%), and have therefore not been disclosed.
Citigroup Global Markets Limited is sole global coordinator, joint bookrunner
and stabilisation manager (the "Stabilising Manager"), BNP Paribas is acting as
joint bookrunner for the offering of the Bonds while Credit Suisse and Standard
Bank are co-bookrunners.
For more information, please contact:
Steinhoff International Holdings Limited:
Markus Jooste
+27 (11) 445 3035
Piet Ferreira
+27 (11) 445 3061
Mariza Nel
+27 (11) 445 3154
Transaction sponsor: Citigroup Global Markets (Proprietary) Limited
Company sponsor: PSG Capital (Proprietary) Limited
Independent expert in respect of the Bonds: PricewaterhouseCoopers Corporate
Finance (Pty) Ltd
This announcement is not for publication, distribution or release, directly or
indirectly, in or into the United States (including its territories and
dependencies, any State of the United States and the District of Columbia). The
securities referred to herein have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be
offered or sold in the United States without registration there under or
pursuant to an available exemption there from. Neither this document nor the
information contained herein constitutes or forms part of an offer to sell or
the solicitation of an offer to buy securities in the United States. There will
be no public offer of the Bonds in the United States or in any other
jurisdiction.
In member states of the European Economic Area which have implemented the
Prospectus Directive (Directive 2003/71/EC) (each, a "Relevant Member State"),
this announcement is directed exclusively at persons who are "qualified
investors" within the meaning of Article 2(1)(e) of the Prospectus Directive and
pursuant to the relevant implementing rules and regulations adopted by each
Relevant Member State.
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.
This announcement is not intended to be nor is it an offer for sale or
subscription to the public as contemplated under Chapter VI of the South African
Companies Act No.61 of 1973 nor does it constitute an offer for subscription,
sale or purchase of the Bonds to any South African resident persons or company
or any non-South African company which is a subsidiary of a South African
company. A South African resident person or company or any non-South African
company which is a subsidiary of a South African company is not permitted to
acquire the Bonds unless the express prior written approval of the South African
Reserve Bank has been obtained.
In connection with the issue of the Bonds, the Stabilising Manager or any person
acting on behalf of the Stabilising Manager may over-allot Bonds or effect
transactions with a view to supporting the market price of the Bonds at a level
higher than that which might otherwise prevail. However, there is no assurance
that the Stabilising Manager (or any persons acting on behalf of the Stabilising
Manager) will undertake stabilisation action. Any stabilisation action, if
begun, may be ended at any time, and must be brought to an end after a limited
period.
This announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful.
Date: 15/09/2010 16:25:01 Supplied by www.sharenet.co.za
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