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Exercise of the Overallotment Option in connection with Convertible Bonds
Steinhoff International Holdings Limited
(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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN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.
Exercise of the Overallotment Option in connection with Convertible Bonds
1. Exercise of the EUR 25 million Overallotment Option in connection with
Convertible Bonds
Further to the announcements released on SENS by Steinhoff International
Holdings Limited ("SIHL") on 20 September 2012 regarding the launch and
pricing of senior unsecured guaranteed convertible bonds due in May 2017
(the "Bonds"), BNP Paribas, Deutsche Bank AG, London Branch and HSBC have
exercised the overallotment option in respect of EUR 25 million (principal
amount) of Bonds on the same terms.
Accordingly, SIHL has raised an aggregate amount of EUR 400 million,
before expenses, and the number of underlying SIHL shares at an initial
conversion price of ZAR 34.71 based on a fixed exchange rate of EUR 1.00 =
ZAR 10.8108, reserved for the conversion of the Bonds amounts to
approximately 125 million shares.
2. Unaudited Pro forma Financial Effects of the Bonds and Repurchase of
the 2013 Bonds
The unaudited pro forma financial effects of the Bonds and repurchase of
ZAR 1,262.1 million of SIHL’s outstanding convertible bonds due July 2013
(the “Repurchase”) on the published audited results of SIHL for the
financial year ended 30 June 2012 have been calculated on the basis that
the offering of the Bonds (including the overallotment option) and
Repurchase were completed on 1 July 2011, the start of the period of the
most recently released results for the financial year ended 30 June 2012.
Due to the nature of these unaudited pro forma financial effects, they are
presented for illustrative purposes only and may not fairly present SIHL's
financial position or the results of its operations following the issue of
the Bonds and the Repurchase. Consequently, historical performance is not
an appropriate reflection of future prospects. The unaudited pro forma
financial effects are the responsibility of the SIHL directors.
The pro forma financial effects of the Bonds (including the overallotment
option) and Repurchase on SIHL's earnings per share, headline earnings per
share, diluted earnings per share, headline diluted earnings per share and
net asset value per share are not significant (less than 3%), and have
therefore not been disclosed;
The pro forma financial effects of the Bonds (including the overallotment
option) and Repurchase have been based on the following assumptions:
- Proceeds from the Bonds (including the overallotment option) and
Repurchase are assumed to have been used on 1 July 2011 with interest
saved and incurred on the Bonds (before tax) converted at an average
exchange rate of EUR 1.00 = ZAR 10.4141, the average exchange rate for
the financial year ended 30 June 2012; and
- Tax has been computed at SIHL's average tax rate for the financial year
ended 30 June 2012.
3. Independent Expert's Fairness Opinion
In accordance with the Listings Requirements of the JSE,
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited ("PwC") was
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 the letter setting out their opinion has
been approved by the JSE's Issuer Regulation Division and will become
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.
BNP Paribas and Deutsche Bank AG, London Branch are acting as Global
Coordinators and, together with HSBC, as Joint Bookrunners in connection
with the offering of the Bonds. BNP Paribas is acting as sole stabilising
manager (the "Stabilising Manager") for the offering of the Bonds.
Deutsche Bank is acting as settlement agent for the Bond Offering and the
Repurchase.
For more information, please contact:
Steinhoff International Holdings Limited:
Markus Jooste
+27 (21) 808 0735
Piet Ferreira
+27 (21) 808 0708
Mariza Nel
+27 (21) 808 0711
21 September 2012
Transaction sponsor: Deutsche Securities (SA) Proprietary Limited
Company sponsor: PSG Capital (Proprietary) Limited
Independent expert in respect of the Bonds: PricewaterhouseCoopers
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 4 of the South African Companies Act, No.71 of
2008, as amended 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: 21/09/2012 04:10:00 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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