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SHF - Steinhoff International Holdings Limited - Fairness Opinion in connection

Release Date: 16/03/2011 11:25
Code(s): SHF
Wrap Text

SHF - Steinhoff International Holdings Limited - Fairness Opinion in connection with the Convertible Bonds Approved by the JSE (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in the Republic of South Africa) (Registration Number 1998/003951/06) Share Code: SHF & ISIN: ZAE000016176 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, CANADA OR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. 16 March 2011 STEINHOFF INTERNATIONAL HOLDINGS LIMITED FAIRNESS OPINION IN CONNECTION WITH THE CONVERTIBLE BONDS APPROVED BY THE JSE Shareholders of Steinhoff International Holdings Limited ("SHIL") are referred to the SENS announcements released by Steinhoff International Holdings Limited on 10 March 2011 and 15 March 2011 regarding the launch, pricing and exercise of the overallotment option of senior unsecured guaranteed convertible bonds due in March 2018 (the "Bonds"). In accordance with the Listings Requirements of the JSE, PwC Corporate Finance (Proprietary) Ltd ("PwC") has been appointed by the board of directors of SIHL as independent expert to consider the fairness of the conversion terms of the Bonds 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 was submitted to the JSE`s Issuer Services Division and has now been approved. The opinion will be available for inspection at the registered office of SIHL for a period of two weeks from the date of closing. Application will be made to include the Bonds for trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange. Citigroup Global Markets Limited is acting as sole global co-ordinator and acting as joint bookrunner with BNP Paribas. Citigroup Global Markets Limited is acting as sole stabilising manager (the "Stabilising Manager") for the offering of the Bonds. Commerzbank AG and Standard Bank are acting as co-bookrunners for the offering of the Bonds. Wynberg, 16 March 2011 Transaction sponsor: Citigroup Global Markets (Proprietary) Limited Company sponsor: PSG Capital (Proprietary) Limited Independent expert in respect of the Bonds: PwC Corporate Finance (Proprietary) Limited 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: 16/03/2011 11:25:00 Supplied by www.sharenet.co.za 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.

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