Wrap Text
Pricing of 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR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.
1. Introduction
Steinhoff International Holdings Limited (“SIHL”) this morning
announced the launch of its offering (the “Bond Offering”) of
senior unsecured guaranteed convertible bonds due January 2021
(the “Bonds”). The Bond Offering was launched at the open of
trading this morning, was well oversubscribed and is now priced.
The Bonds will be issued by Steinhoff Finance Holding GmbH (the
“Issuer”), a 100% subsidiary of SIHL incorporated in Austria. The
Issuer’s payment obligations under the Bonds will be guaranteed
by SIHL, which is rated Ba1 (stable outlook) by Moody`s. The
Bonds will be convertible into approximately 118m ordinary shares
of SIHL (assuming the overallotment option is exercised in full
by the Joint Bookrunners), which represents approximately 5.8% of
SIHL's current issued ordinary share capital.
2. Salient Terms of the Bonds
SIHL announces that the terms for the Bonds have been fixed as
follows:
- Issue size is EUR 400 million (subject to increase by up to
EUR 65 million pursuant to the overallotment option which
SIHL has granted to the Joint Bookrunners, which is
exercisable up to close of business in South Africa on 28
January 2014);
- The initial conversion price has been set at ZAR 59.11 per
ordinary share, based on a fixed exchange rate of
EUR 1.00 = ZAR 14.9199. The initial conversion price
represents a 30% premium over the volume weighted average
price of the ordinary shares of SIHL on the JSE Limited (the
"JSE") from launch to pricing;
- The Bonds will be issued on 30 January 2014 and the issue
price of the Bonds is 100% of their principal amount;
- The coupon has been set to 4.00% per annum, payable semi-
annually in arrear on 30 January and 30 July of each year,
commencing on 30 July 2014;
- Unless previously redeemed, converted, purchased or
cancelled, the Bonds will be redeemed at their principal
amount on 30 January 2021; and
- The Issuer will have the option to redeem the outstanding
Bonds at their principal amount (together with accrued
interest) on or after 20 February 2018 if the parity value of
the Bonds translated into Euro at the prevailing exchange
rate exceeds EUR 130,000 for a specified period, or at any
time at their principal amount together with accrued interest
if conversion rights have been exercised and/or purchases
(and corresponding cancellations) and/or redemptions effected
in respect of 90% or more in principal amount of the Bonds
originally issued.
- The Bonds may be redeemed, at the election of the
Bondholders, prior to the maturity date, following a change
of control. In addition, Bondholders will also be entitled to
request that the Issuer redeems the Bonds at their principal
amount together with accrued interest on 30 January 2019.
Closing is expected on or about 30 January 2014. Application will
be made to include the Bonds for trading on the Open Market
(Freiverkehr) of the Frankfurt Stock Exchange.
The net proceeds arising from the issue of the Bonds will be used
principally to extend the debt maturity profile of the group in a
leverage neutral manner, with the balance used for general
corporate purposes.
In accordance with the Listings Requirements of the JSE,
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited
(“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 will be submitted to the
JSE's Issuer Regulation Division and, subject to their approval,
will become available for inspection at the registered office of
SIHL for a period of two weeks from the date of closing. A
further announcement with respect to the JSE’s approval of the
fairness opinion will be published in due course.
3. Unaudited Pro-forma Financial Effects of the Bonds
The pro forma financial effects of the Bonds excluding the
overallotment option on SIHL's earnings per share, headline
earnings per share, diluted earnings per share and headline
diluted earnings per share and net asset value per share are not
significant (less than 3%), and have therefore not been
disclosed;
Barclays Bank PLC, BNP Paribas and Citigroup Global Markets
Limited are acting as Joint Bookrunners. BNP Paribas will act as
Stabilising Manager, Barclays Bank PLC will act as Settlement
Agent and Citibank, N.A., London Branch will act as Principal
Paying, Transfer and Conversion Agent. Commerzbank AG and HSBC
Bank PLC are acting as Co-Bookrunners.
For more information, please contact:
Steinhoff International Holdings Limited:
Piet Ferreira
+27 (21) 808 0708
Mariza Nel
+27 (21) 808 0711
23 January 2014
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 and may not be
offered or sold in the United States without registration under
or pursuant to an available exemption. 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 any
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 and
amendments thereto, including Directive 2010/73/EU (together, the
“Prospectus Directive”)) (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.
Stabilisation / FCA
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: 23/01/2014 03:54:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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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,
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