Wrap Text
Firm intention announcement
STEINHOFF INTERNATIONAL HOLDINGS LIMITED GENESIS INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Republic of South Africa) (Incorporated in the Netherlands)
(Registration number 1998/003951/06) (Registration number 63570173)
Ordinary share code: SHF ISIN code: ZAE000016176 Share code: SNH
Preference share code: SHFF ISIN code: ZAE000068367 ISIN code: NL0011375019
(“Steinhoff”) ("Genesis" or “Steinhoff NV”)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY
OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF APPLICABLE LAW OR REGULATION
JOINT ANNOUNCEMENT OF A FIRM INTENTION BY GENESIS TO MAKE AN OFFER TO
ACQUIRE 100% OF THE ISSUED ORDINARY SHARE CAPITAL OF STEINHOFF BY WAY OF A
SCHEME OF ARRANGEMENT AND THE LISTING OF GENESIS ON THE FRANKFURT AND
JOHANNESBURG STOCK EXCHANGES
1 Introduction
1.1 The board of directors of Steinhoff ("Steinhoff board") has today received a firm intention
from Genesis to make an offer to acquire the entire issued share capital of Steinhoff
("scheme shares" or “Steinhoff shares”) held by shareholders of Steinhoff on the record
date of the scheme ("scheme participants") by way of a scheme of arrangement
("scheme") in terms of section 114 of the South African Companies Act, No 71 of 2008
("Companies Act"), at a consideration of one Genesis share for each scheme share held
("scheme consideration").
1.2 Steinhoff announced on SENS on 2 July 2014 that Steinhoff received approval from the
Financial Surveillance Department of the South African Reserve Bank ("SARB") to
facilitate the inward listing of Genesis on the JSE Limited ("JSE"), accompanied by a
listing on the prime standard of the Frankfurt Stock Exchange ("FSE"), and that Genesis
would use its shares for the purposes of acquiring the Steinhoff shares.
1.3 The scheme is conditional upon the fulfilment or waiver (where appropriate) of the
conditions precedent set out in paragraph 4 below.
1.4 Prior to the implementation of the scheme, Genesis will become the owner of the kika-
Leiner retail businesses conducted in Austria and certain Central and eastern European
countries.
1.5 Upon implementation of the scheme, Genesis will be listed on the prime standard of the
FSE with an inward secondary listing on the main board of the JSE (collectively “the
listings”) in terms of the existing Exchange Control Regulations of the SARB in respect
of inward listings.
1.6 Genesis intends to have its name changed to Steinhoff International Holdings N.V. on the
implementation of the scheme. Genesis is registered as a South African tax resident and
will be managed from South Africa.
1.7 The scheme requires, inter alia, two primary sets of public documents: (i) a scheme
circular (“scheme circular”) accompanied by a South African prospectus which has been
registered by the South African Companies and Intellectual Property Commission (“SA
prospectus”); and (ii) a prospectus approved by the Dutch Authority for the Financial
Markets (Stichting Autoriteit Financiële Markten) ("AFM") to be passported into Germany,
for admission to trading and listing of the Steinhoff NV shares on the FSE ("EU
prospectus").
2 Rationale
2.1 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 commonholding
company. Steinhoff has developed into an integrated retailer with revenues from
its international operations comprising the majority of its global revenues.
2.2 Given that the majority of Steinhoff’s revenues are generated outside South Africa, a
listing on a major European stock exchange would more accurately reflect the geographic
location of its revenues, customers and store locations, accompanied by an enhanced
ability to access global capital markets.
2.3 Steinhoff NV’s listing on the prime standard of the FSE together with an inward listing on
the JSE is expected to raise the international profile of Steinhoff. The Steinhoff board is of
the opinion that enhanced access to international capital markets on terms which are
better reflective of its spread of activities and revenues is a pre-requisite to sustain and
grow its business. By virtue of its equity being traded on the FSE and JSE, Steinhoff NV
will become accessible to a wider investor base that could include emerging and
developed market investors, and be able to adapt its existing share incentive schemes to
become more relevant, appropriate and valuable for its participating senior European
executives.
3 Mechanics of the scheme
3.1 The scheme is proposed by the Steinhoff board between Steinhoff and the scheme
participants pursuant to which Steinhoff NV will acquire ownership of all of the Steinhoff
shares from scheme participants for the scheme consideration.
3.2 Upon the implementation of the scheme, Steinhoff NV will be listed on the prime standard
of the FSE and on the main board of the JSE as an inward secondary listing, and
Steinhoff will delist from the main board of the JSE.
4 Conditions precedent
4.1 The implementation of the scheme is subject to the fulfilment or, if capable of waiver,
waiver of the following conditions precedent:
4.1.1 a special resolution approving the scheme (“scheme resolution”) having been
passed in general meeting (“scheme meeting”) by the requisite majority of Steinhoff
shareholders;
4.1.2 in the event that it becomes necessary to do so in terms of the Companies Act, a court
having approved the scheme either unconditionally or upon conditions acceptable to
Steinhoff and Steinhoff NV;
4.1.3 Steinhoff shareholders holding less than 5% of the scheme shares, having validly
exercised their appraisal rights in terms of the Companies Act in respect of the
scheme resolution;
4.1.4 the secondary listing of Steinhoff NV on the JSE having been approved by an ordinary
resolution of shareholders at the scheme meeting, and the JSE having granted such
secondary listing of Steinhoff NV on the main board of the JSE;
4.1.5 Genesis (whilst it is still a private company) having effected such amendments to its
Articles of Association as are appropriate for the purposes of the listings;
4.1.6 any third party consents having been obtained, to the extent required as a result of
Steinhoff’s existing contractual obligations which become applicable in the event of a
change of control in Steinhoff, including the consent of Steinhoff’s bankers and
relevant licensors, lessors and suppliers;
4.1.7 the Takeover Regulation Panel having issued a compliance certificate in relation to the
scheme;
4.1.8 the AFM having approved the EU prospectus and all such other approvals as may be
required from the AFM having been obtained, followed by the acknowledgement from
the FSE that the Steinhoff NV shares will be listed on the FSE; and
4.1.9 no adverse change (including in market conditions) and no circumstance having
arisen which would or might be expected to result in any adverse change in the
business, assets, financial or trading position or profits or prospects or operational
performance of any member of the Steinhoff group (“Group”) which is material in the
context of the Group. For purposes of this condition precedent, to be material in the
context of the Group, the adverse change or circumstance in question must result (or
be reasonably expected to result) in a decrease of 5% or more in the Steinhoff share
price on the JSE from the closing price on 29 July 2015, being the last practicable
date in respect of the scheme circular and the SA prospectus.
4.2 An announcement will be released on SENS as soon as possible after the fulfilment,
waiver or non-fulfilment, as the case may be, of the conditions precedent.
4.3 To the extent that any condition precedent is capable of waiver, such condition precedent
may be waived (in whole or in part) by agreement between Genesis and the independent
board of Steinhoff ("Steinhoff independent board").
5 Scheme consideration
The scheme consideration is one Steinhoff NV share for each Steinhoff share held. As at the
operative date, Steinhoff NV will have sufficient unissued shares in its authorised share
capital in order to issue so many Steinhoff NV shares as may be required to fully satisfy the
scheme consideration.
6 Settlement of the scheme consideration
6.1 Settlement of the scheme consideration is subject to the South African Exchange Control
Regulations.
6.2 The scheme consideration will only be made available in dematerialised form (i.e. no
individual share certificates will be issued by Steinhoff NV). Accordingly, certificated
scheme participants will be required to move into a dematerialised environment.
6.3 Scheme participants will:
6.3.1 if they are resident scheme participants, receive the scheme consideration in the form
of JSE traded Steinhoff NV shares; or
6.3.2 if they are non-resident scheme participants, receive the scheme consideration in the
form of JSE traded Steinhoff NV shares, unless they have elected to receive the
scheme consideration in the form of FSE traded Steinhoff NV shares.
7 Treatment of convertible bonds
7.1 Between March 2011 and January 2014, Steinhoff Finance Holdings GmbH (“Steinhoff
Finance”), a subsidiary of Steinhoff, issued three series of convertible bonds with
maturity dates falling between May 2017 and January 2021. In addition, post
29 July 2015, the last practicable date in respect of the scheme circular and the SA
prospectus, Steinhoff Finance issued an additional convertible bond maturing in August
2022 (collectively, “Convertible Bonds”). The Convertible Bonds are convertible into
Steinhoff shares at the option of the holders.
7.2 The Convertible Bonds are expected, with effect from the scheme (which is an "Exempt
Newco Scheme", as defined in the terms and conditions of the Convertible Bonds)
becoming operative and subject to certain amendments to the terms and conditions being
effected at the same time, to be convertible into Steinhoff NV shares at the election of the
bondholders, with conversion prices and adjustments referenced in Euro.
8 Steinhoff executive share rights scheme
In terms of the Steinhoff executive share rights scheme ("share scheme"), if Steinhoff is
taken over or delisted during certain measurement periods as stated in the share scheme
rules, the rights under the share scheme shall be exchanged for equivalent rights in
Steinhoff's successor (as determined and approved by the remuneration committee of the
Steinhoff board), provided that all the performance criteria have been duly achieved. The
beneficiaries of the share scheme shall accordingly acquire comparable consideration in the
form of equivalent rights in Steinhoff NV, in compliance with the provisions of Regulation 87
of the Companies Regulations.
9 Beneficial interests
Genesis does not hold any direct or indirect beneficial interests in Steinhoff shares.
10 Pro forma financial information
10.1 Due to the relative size of Steinhoff in relation to the kika-Leiner retail businesses which
will be owned by Genesis prior to implementation of the scheme, Steinhoff shareholders'
proportionate shareholdings, attributable earnings, net asset value and dividends, before
and after the implementation of the scheme, will remain largely unaffected.
10.2 Full details of the pro forma financial effects of the scheme, together with the Reporting
Accountants' Report thereon are contained in the prospectus.
11 Important dates and times
The important dates and times in respect of the scheme are as follows:
2015
Circular posted to Steinhoff shareholders, including the notice convening
Friday, 7 August
the scheme meeting, on
Last day to trade in Steinhoff shares on the JSE in order to be recorded in
the register to participate in and vote at the scheme meeting (see note 4 Friday, 21 August
below) on
Voting record date to be eligible to participate in and vote at the scheme
Friday, 28 August
meeting by 17h00 on
Last day to lodge forms of proxy in respect of the scheme meeting by
Thursday, 3 September
12h00 on
Scheme meeting to be held at 12h00 on Monday, 7 September
Finalisation date expected to be on Friday, 20 November
Last day to trade Steinhoff shares on the JSE in order to be recorded in the
Friday, 27 November
register to receive the scheme consideration on
Suspension of listing from the main board of the JSE of Steinhoff shares at
Monday, 30 November
commencement of trading on
Listing and trading of Steinhoff NV shares on the JSE in anticipation of
receipt of such shares on the operative date of the scheme with ISIN Monday, 30 November
NL0011375019 under share code SNH on
Scheme record date, being the time and date on which scheme participants
must be recorded in the register to receive the scheme consideration, Friday, 4 December
which is expected to be by 17h00 on
Expected operative date of the scheme on Monday, 7 December
Commencement of trading of Steinhoff NV shares on the FSE with ISIN
Monday, 7 December
NL0011375019 under share code SNH on
Termination of listing of Steinhoff shares from the main board of the JSE at
Monday, 7 December
the commencement of trading on or about
Notes:
1 All dates and times may be changed by mutual agreement between Steinhoff and Genesis and/or may be
subject to the obtaining of certain regulatory approvals. Any change will be published on SENS.
2 All dates and times have been determined on the basis that no court approval or review of the scheme
resolution will be required.
3 As the salient dates and times are subject to change, they may not be regarded as consent or dispensation
for any time periods which may be required in terms of the Companies Act or the Takeover Regulations,
where applicable, and any such consents or dispensations must be specifically applied for and granted.
4 Steinhoff shareholders should note that as transactions in Steinhoff shares are settled in the electronic
settlement system used by Strate, settlement of trades takes place 5 business days after such trade.
Therefore Steinhoff shareholders who acquire Steinhoff shares after 21 August 2015 will not be eligible to
vote at the scheme meeting.
5 Share certificates in Steinhoff may not be dematerialised or rematerialised after 27 November 2015.
12 Independent expert opinion
In accordance with section 114 of the Companies Act, the Steinhoff independent board has
appointed PricewaterhouseCoopers Corporate Finance Proprietary Limited (“PWC”) to
provide an independent expert opinion regarding the scheme. Taking into consideration the
terms and conditions of the scheme, PWC is of the opinion that such terms and conditions
are fair and reasonable to scheme members. PWC’s independent expert report is included in
the scheme circular.
13 Documentation
Further details of the scheme and the listings will be included in the scheme circular
(incorporating a notice of the scheme meeting), which is expected to be made available on
Steinhoff’s website, www.steinhoffinternational.com, and to be posted to Steinhoff
shareholders today, and which will be accompanied by the SA prospectus.
14 Responsibility statements
14.1 Steinhoff independent board responsibility statement
The members of the Steinhoff independent board collectively and individually accept full
responsibility for the accuracy of the information contained in this announcement (but only
insofar as it relates to Steinhoff and only to the extent that they are required in terms of
law and the JSE Listings Requirements to accept such responsibility) and confirm that to
the best of their knowledge and belief, the information set out herein is true and this
announcement does not omit anything likely to affect the importance of the information
included.
14.2 Genesis board responsibility statement
The members of the Genesis board collectively and individually accept full responsibility
for the accuracy of the information contained in this announcement (but only insofar as it
relates to Genesis and only to the extent that they are required in terms of law and the
JSE Listings Requirements to accept such responsibility) and confirm that to the best of
their knowledge and belief, the information set out herein is true and this announcement
does not omit anything likely to affect the importance of the information included.
By order of the Steinhoff independent board and the Genesis board.
7 August 2015
For more information, please contact:
Steinhoff International Holdings Limited:
Ben la Grange
+27 (21) 808 0700
Mariza Nel
+27 (21) 808 0711
Joint South African Legal Advisors to Steinhoff
Cliffe Dekker Hofmeyr Inc.
Werksmans Inc
International Legal Advisors to Steinhoff
Linklaters LLP
Reporting Accountants to Steinhoff
Deloitte & Touche
Reporting Accountants to Genesis
Baker Tilly Greenwoods
Transaction Sponsor
Absa Bank Limited
Independent Sponsor
PSG Capital Proprietary Limited
Independent Expert
PricewaterhouseCoopers Corporate Finance Proprietary Limited
IMPORTANT INFORMATION
These materials are not for distribution, directly or indirectly, in or into the United States (including
its territories and possessions, any State of the United States and the District of Columbia),
Australia, Canada or Japan. These materials do not constitute or form a part of any offer or
solicitation to purchase or subscribe for securities in the United States, Australia, Canada or Japan.
The securities mentioned herein (the “Shares”) have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the “Securities Act”).
The Shares may not be offered or sold in the United States except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements of the Securities Act. There will be
no public offer of securities in the United States, Canada, Australia and Japan.
Date: 07/08/2015 05:00:00 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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