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Exercise of the Overallotment Option in connection with Convertible Bonds
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Registration number 1998/003951/06)
Incorporated in the Republic of South Africa
JSE Code: SHF ISIN: ZAE000016176
("Steinhoff")
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR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. Exercise of the Overallotment Option in respect of EUR 65
million in connection with the Convertible Bonds
Further to the SENS announcements released by Steinhoff
International Holdings Limited ("SIHL") on 23 January 2014
regarding the launch and pricing (the “Bond Offering”) of
senior unsecured guaranteed convertible bonds due in
January 2021 (the "Bonds"), the Joint Bookrunners have
exercised the overallotment option in respect of EUR 65
million in principal amount of Bonds on the same terms.
Accordingly, SIHL has raised an aggregate amount of EUR
465 million, before expenses, and the number of underlying
SIHL shares at an initial conversion price of ZAR 59.11
based on a fixed exchange rate of EUR 1.00 = ZAR 14.9199,
reserved for the conversion of the Bonds amounts to
approximately 118 million shares.
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
Limited (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 has been
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 approval of the fairness
opinion will be published in due course.
2. Unaudited Pro-forma Financial Effects of the Bonds
The pro forma financial effects of the Bonds including 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
24 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: 24/01/2014 05:21:00 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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