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Launch Of Rights Issue For Up To 350 Million Shares, Including An Accelerated Bookbuild Of Ca. 150 Million Cum Right
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/003951/06)
Share Code: SHF and SHFF
ISIN: ZAE000016176 and ZAE000068367
(“Steinhoff” or the “Company”)
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN
RESPECT OF WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR
INDIRECTLY, OF THIS ANNOUNCEMENT WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION OR IN RESPECT OF WHICH THE OFFERING
CONTEMPLATED BY THIS ANNOUNCEMENT IS UNLAWFUL. THIS ANNOUNCEMENT DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO PURCHASE,
OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL, OTHERWISE DISPOSE OF OR PURCHASE
ANY SECURITY IN ANY JURISDICTION.
LAUNCH OF RIGHTS ISSUE FOR UP TO 350 MILLION SHARES, INCLUDING AN
ACCELERATED BOOKBUILD OF CA. 150 MILLION CUM RIGHTS SHARES
1. INTRODUCTION
Steinhoff announces:
• The proposed launch of a Rights Issue for up to 350 million ordinary shares (the “Rights
Issue”) representing 16.58862 new ordinary shares for every 100 existing ordinary shares
held on the record date for the Rights Issue.
• Shareholders holding approximately 50% of the existing ordinary shares in the Company
have agreed to renounce their rights representing approximately 175 million ordinary shares
(the “Renounced Shares”).
• The Renounced Shares will be used to facilitate an accelerated bookbuild to international
investors (the “ABB” or the “Placing) through the placement of approximately 150 million of
the Renounced Shares (the “ABB shares”). Rights to subscribe for approximately 25 million
new ordinary shares in terms of the Rights Issue will be attached to the ABB shares.
• The subscription price for the Rights Issue will equal the placing pricing for the ABB which
price will be announced on 3 July 2014.
2. BACKGROUND TO AND RATIONALE FOR THE ABB, RIGHTS ISSUE AND PROPOSED
FRANKFURT LISTING
Steinhoff was listed on the JSE in 1998 through the merger of European and South African furniture
and household goods businesses under Steinhoff as their common holding company. Steinhoff is an
investment holding company with profits from its international operations currently comprising in
excess 90% of its global profits, while its investments in South Africa are held through three
separately listed companies.
Given that the majority of Steinhoff’s profits are generated outside South Africa, a listing on a major
European stock exchange would more accurately reflect the geographic location of Steinhoff’s
revenues, customers and store locations and enhance the Company’s ability to access global capital
markets, to further support the expansion of its European operations and growth opportunities
available in the international markets.
To date, Steinhoff has funded the growth of its European operations through a combination of equity,
debt and convertible bond issuances, raised both in the South African and international capital
markets. Over the years, Steinhoff has, with the approval of the South African Reserve Bank
(“SARB”), expatriated certain funds from its South African operations to fund certain of its European
acquisitions and provide funding to support the growth of its European subsidiaries. Steinhoff has
given an undertaking to the SARB to repatriate certain funds as a step toward the proposed Frankfurt
listing announced on 23 June. Further details regarding the proposed Frankfurt listing are set out
below. In order to facilitate this undertaking, the Company has secured irrevocable commitments from
existing shareholders not to subscribe for their pro rata entitlements in the Rights Issue to enable an
ABB, such that the Company can place these new shares with international institutional investors and
repatriate these funds as part of its undertaking to the SARB.
The net proceeds of the ABB coupled with the Rights Issue proceeds received from foreign
participants will be repatriated to South Africa and used to strengthen the balance sheet and will give
the company greater flexibility to continue the growth of its retail operations.
3. TERMS OF THE ABB AND THE RIGHTS ISSUE
The company will be issuing up to 350 million new ordinary shares in the Rights Issue, representing
16.58862 new ordinary shares for every 100 existing ordinary shares held. The Company has
secured irrevocable commitments from existing shareholders not to subscribe for their pro rata
entitlements in the Rights Issue relating to approximately 50% of the Rights Issue or approximately
175 million ordinary shares. The Renounced Shares will be used to place approximately 150 million
cum right shares through an ABB by the Joint Bookrunners. Based on the Rights Issue ratio of
16.58862 for 100, rights to subscribe for approximately 25 million ordinary shares will be attached to
the ABB shares. Investors in the ABB will be able to settle in either EUR or USD only. Once the ABB
shares are issued, the Company will proceed with the Rights Issue as a whole.
All Rights Issue shares not taken up in terms of the Rights Issue will be available for allocation to
shareholders who wish to apply for a greater number of Rights Issue shares than those offered to
them in terms of the Rights Issue.
Existing Steinhoff shareholders, excluding those who provided the irrevocable commitments, will not
be diluted in the Rights Issue should they follow their rights.
The subscription price for the Rights Issue will be equal to the price of the ABB. It is expected that a
circular to shareholders for the rights issue will be published on 15 July and posted to certificated
shareholders together with a form of instruction.
4. CONDITIONS PRECEDENT
The Rights Issue is conditional upon approval being obtained from the JSE for the Rights Issue
circular and the applications for listing of the ABB shares, the Letters of Allocation (“LAs”) and the
Rights Issue shares.
5. PROPOSED FRANKFURT LISTING
In order to achieve the proposed Frankfurt listing, Steinhoff has engaged with the Financial
Surveillance Department of the South African Reserve Bank (“FinSurv”) to facilitate the inward listing
of “Holdco AG”, a company incorporated in Europe, on the JSE Limited (“JSE”). Steinhoff has
received formal approval from FinSurv that Holdco AG will utilise its shares as acquisition currency for
the purpose of acquiring the entire issued share capital of Steinhoff and within the framework of the
Exchange Control Inward Listing Rules seek a listing on the JSE, accompanied by a listing on the
prime standard of the Frankfurt Stock Exchange. Holdco AG intends to commence with the listing
process as soon as possible, subject to prevailing market conditions and the required level of support
from Steinhoff shareholders, after the release of Steinhoff’s 30 June 2014 audited annual results in
early September 2014. Holdco AG will become a South African tax resident before acquiring
Steinhoff. Once the Frankfurt listing and inward JSE listing have been implemented, Holdco AG
(including 100% of Steinhoff) will be managed from South Africa.
6. EXPECTED TIMETABLE FOR THE ABB AND RIGHTS ISSUE
Wednesday, 2 July Launch of the ABB and announcement of the
Rights Issue
Thursday, 3 July Pricing of the ABB and Rights Issue including pro
forma financial effects announced on SENS
Tuesday, 8 July Rights Issue finalisation announcement released
on SENS
Thursday, 10 July Settlement and listing of ABB shares
Friday, 11 July Last day to trade cum rights
Monday, 14 July Listing and commencement of trading of LAs on
the JSE
Tuesday, 15 July Rights Issue circular and LAs posted to
certificated shareholders
Friday, 18 July Record date for participation in the Rights Issue
Monday, 21 July Rights Issue opens
Monday, 21 July CSDP or broker accounts credited with
entitlements in respect of holders of
dematerialised shares
Monday, 21 July LAs credited to electronic account created by the
transfer secretaries in respect of holders of
certificated shares
Tuesday, 22 July Rights issue circular posted to dematerialised
shareholders who have elected to receive such
documents
Friday, 25 July Last day to trade in LAs on the JSE
Monday, 28 July Listing and trading of Rights Issue shares
commences on the JSE
Friday, 1 August Record date for LAs, Rights Issue closes
Monday, 4 August Rights Issue shares issued
Monday, 4 August CSDP or broker accounts in respect of holders of
dematerialised shares debited and updated with
Rights Issue shares and share certificates posted
to certificated shareholders by registered post
Monday, 4 August Results of Rights Issue announced on SENS
Wednesday, 6 August CSDP or broker accounts in respect of holders of
dematerialised shares debited and updated with
any excess shares allocated and share
certificates posted to certificated shareholders by
registered post
Wednesday, 6 August Refund cheques posted to holders of certificated
shares in respect of unsuccessful excess
applications
Notes:
1. These dates are subject to change. Any material changes will be released on SENS.
2. Share certificates may not be dematerialised or rematerialised between Monday, 14 July
2014 and Friday 18 July 2014, both days inclusive
Steinhoff has agreed not to issue any additional ordinary shares until 30 September 2014.
Steinhoff has appointed Barclays, BNP Paribas, Citigroup, Commerzbank and HSBC as Joint
Bookrunners for the ABB, and Linklaters and Werksmans as international legal advisors and South
African legal advisors, respectively.
Johannesburg
Date 2 July 2014
Transaction sponsor: ABSA Bank Limited (acting through its corporate and investment banking
division).
Independent sponsor: PSG Capital Proprietary Limited
IMPORTANT NOTICE
This information contained in this Announcement is restricted and is not for release, publication or
distribution, directly or indirectly, in whole or in part, in, into or from the United States (including its
territories and possessions, any state of the United States and the District of Columbia, collectively
the “United States”), Australia, Canada, Japan or any other jurisdiction in respect of which the
release, publication or distribution, directly or indirectly, of this Announcement would constitute a
violation of the relevant laws of such jurisdiction or in respect of which the Rights Issue and ABB
contemplated by this Announcement are unlawful. This Announcement is for information purposes
only and does not purport to be full or complete. The Announcement does not constitute or form part
of any offer or invitation to purchase, otherwise acquire, subscribe for, sell, otherwise dispose of or
purchase any security in any jurisdiction. Any failure to comply with these restrictions may constitute a
violation of the securities laws of such jurisdictions.
Restrictions relating to the laws of the United States
The securities mentioned herein have not been and will not be registered under the United States
Securities Act of 1933, as amended (“Securities Act”) or the securities laws of any other jurisdiction
of the United States, and may not be offered, sold or transferred, directly or indirectly, in the United
States absent registration under the Securities Act or an available exemption from, or except in a
transaction not subject to, the registration requirements of the Securities Act and the securities laws of
any other jurisdiction of the United States. Any offering of the securities mentioned herein to be made
in the United States will be made only to a limited number of “qualified institutional buyers” (each, a
“QIB”) within the meaning of Rule 144A under the Securities Act pursuant to an exemption from, or in
a transaction not subject to, the registration requirements under the Securities Act in a transaction not
involving any public offering and outside the United States in offshore transactions within the meaning
of, and in reliance on, Regulation S under the Securities Act. No public offering of the securities
mentioned herein is being made in the United States or elsewhere.
Restrictions relating to the laws of the European Economic Area and the United Kingdom
MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE ABB. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A)
PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED
INVESTORS (AS DEFINED IN ARTICLE 2(1)(E) OF EU DIRECTIVE 2003/71/EC (THE
“PROSPECTUS DIRECTIVE”)); AND/OR (B) PERSONS IN THE UNITED KINGDOM WHO ARE
QUALIFIED INVESTORS AND PERSONS WHO ARE (I) INVESTMENT PROFESSIONALS FALLING
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005 (THE “ORDER”); OR (II) PERSONS FALLING WITHIN ARTICLE
49(2)(A) TO (D) (‘HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC’)
OF THE ORDER; OR (III) PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY
COMMUNICATED (ALL SUCH PERSONS IN (A) AND (B) TOGETHER BEING REFERRED TO AS
“RELEVANT PERSONS”). THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY
PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS
ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION
OF ANY SECURITIES IN THE COMPANY.
Restrictions relating to the laws of Australia, Canada, Japan and South Africa
The relevant clearances have not been, and nor will they be, obtained from the securities commission
of any province or territory of Canada; no prospectus has been lodged with, or registered by, the
Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the ABB
shares have not been, and nor will they be, registered under or offered in compliance with the
securities laws of any state, province or territory of Canada, Australia, Japan or South Africa.
Accordingly, the ABB shares may not (unless an exemption under the relevant securities laws is
applicable) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia,
Japan or South Africa.
Notice regarding Joint Bookrunners
This Announcement has been issued by, and is the sole responsibility, of the Company. No
representation or warranty express or implied, is or will be made as to, or in relation to, and no
responsibility or liability is or will be accepted by Barclays Bank plc, BNP Paribas, Citigroup Global
Markets Limited and Commerzbank and HSBC (the “Joint Bookrunners”) or by any of their respective
affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any
other written or oral information made available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
The Joint Bookrunners are authorised by the Prudential Regulation Authority and regulated in the
United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are
acting for the Company in connection with the Placing and no one else and will not be responsible to
anyone other than the Company for providing the protections afforded to clients of the Joint
Bookrunners nor for providing advice in relation to the Placing and/or any other matter referred to in
this Announcement. Apart from the responsibilities and liabilities, if any, which may be imposed on the
Joint Bookrunners by the Financial Services and Markets Act 2000 or by the regulatory regime
established under it, none of the Joint Bookrunners or their respective affiliates accepts any
responsibility whatsoever for the contents of the information contained in this Announcement or for
any other statement made or purported to be made by or on behalf of any of the Joint Bookrunners or
their respective affiliates in connection with the Company, Placing or the ABB shares. The Joint
Bookrunners and their respective affiliates accordingly disclaim all and any liability, whether arising in
tort, delict, contract or otherwise (save as referred to above) in respect of any statements or other
information contained in this Announcement and no representation or warranty, express or implied, is
made by any of the Joint Bookrunners or their respective affiliates as to the accuracy, completeness
or sufficiency of the information contained in this Announcement.
In connection with the Placing, any of the Joint Bookrunners and their respective affiliates, acting as
investors for their own accounts, may subscribe for or purchase the ABB shares and in that capacity
may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such securities and
any other securities of the Company or any related investments and may offer or sell such securities
or other investments otherwise than in connection with the offering of the securities referred to herein.
The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions
otherwise than in accordance with any legal or regulatory obligations to do so.
General
The distribution of this Announcement and the Rights Issue circular in certain jurisdictions may be
restricted by law. No action has been taken by the Company or the Joint Bookrunners that would
permit an offering of such rights or shares or possession or distribution of this Announcement or any
other offering or publicity material relating to such rights or shares in any jurisdiction where action for
that purpose is required. Persons into whose possession this Announcement comes are required by
the Company and the Joint Bookrunners to inform themselves about, and to observe, such
restrictions.
The price of the securities mentioned herein and the income from them may go down as well as up
and investors may not get back the full amount invested on disposal of such securities.
Persons (including individuals, funds or otherwise) by whom or on whose behalf a commitment to
acquire the securities mentioned herein has been given (“Placees”) will be deemed to have read and
understood this Announcement in its entirety and to be making such offer on the terms and
conditions. In particular, each such Placee represents, warrants and acknowledges that it: (i) is
outside the United States and is subscribing for the securities mentioned herein in an ‘offshore
transaction’ (within the meaning of Regulation S under the Securities Act) or (ii) (a) is a ‘qualified
institutional buyer’ (as defined in Rule 144A under the Securities Act), and (b) subscribing for the
securities mentioned herein pursuant to an exemption from, or in a transaction not subject to, the
registration requirements under the Securities Act and (c) acknowledges that the securities mentioned
herein have not been, and will not be, registered under the Securities Act or with any State or other
jurisdiction of the United States.
Neither the content of the Company’s website nor any website accessible by hyperlinks on the
Company’s website is incorporated in, or forms part of, this Announcement.
This announcement does not constitute a recommendation concerning the Rights Issue or the
Placing.
The information in this Announcement may not be forwarded or distributed to any other person and
may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive
may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
Certain forward-looking statements
This Announcement contains (or may contain) certain forward-looking statements with respect to
certain of the Company’s current expectations and projections about future events. These statements,
which sometimes use words such as “aim”, “anticipate”, “believe”, “intend”, “plan” “estimate”, “expect”
and words of similar meaning, reflect the directors’ beliefs and expectations and involve a number of
risks, uncertainties and assumptions that could cause actual results and performance to differ
materially from any expected future results or performance expressed or implied by the forward-
looking statement. Statements contained in this Announcement regarding past trends or activities
should not be taken as a representation that such trends or activities will continue in the future. The
information contained in this Announcement is subject to change without notice and, except as
required by applicable law, the Company does not assume any responsibility or obligation to update
publicly or review any of the forward-looking statements contained herein. The Joint Bookrunners and
their respective affiliates expressly disclaim any obligation or undertaking to update, review or revise
any forward–looking statement contained in this Announcement whether as a result of new
information, future developments or otherwise. You should not place undue reliance on forward-
looking statements, which speak only as of the date of this Announcement. No statement in this
Announcement is or is intended to be a profit forecast or profit estimate or to imply that the earnings
of the Company for the current or future financial years will necessarily match or exceed the historical
or published earnings of the Company. The price of shares and the income from them may go down
as well as up and investors may not get back the full amount invested on disposal of the shares.
Date: 02/07/2014 05:40:00 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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