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Pricing of Guaranteed Convertible Bonds
STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019
SNH - STEINHOFF INTERNATIONAL HOLDINGS N.V. - Pricing of Guaranteed
Convertible Bonds
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN
OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND
POSSESSIONS), AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN.
1. Introduction
Steinhoff International Holdings N.V. (“SNH”) this morning announced the
launch of an offering (the “Bond Offering”) of senior unsecured
guaranteed convertible bonds due October 2023 (the “Bonds”). On the back
of strong demand generated during the placement, the Bond Offering size
was increased from EUR 1bn to EUR 1.1bn. The Bonds will be issued by
Steinhoff Finance Holding GmbH (the “Issuer”), a 100% subsidiary of SNH
incorporated in Austria. The Issuer’s payment obligations under the Bonds
will be guaranteed by SNH, which is rated Baa3 (stable outlook) by
Moody’s. The Bonds will be convertible into approximately 141,792,776
ordinary shares of SNH, which represents approximately 3.6% of SNH’s
current issued ordinary share capital.
2. Salient Terms of the Bonds
SNH announces that the terms of the Bonds have been fixed as follows:
- Issue size is EUR 1.1bn;
- The initial conversion price has been set at EUR 7.7578 per
ordinary share. The initial conversion price represents a 40%
premium over the volume weighted average price of the ordinary
shares of SNH on the Frankfurt Stock Exchange (“FSE”) and on the
Johannesburg Stock Exchange (based on a fixed exchange rate of EUR
1.00 = ZAR 16.3587) between launch and pricing equal to EUR 5.5413
(the “Reference Share Price”). The Reference Share Price
represents a premium of 1.1% over the volume weighted average
price of the ordinary shares of SNH on the FSE over the 30 trading
days up to and including 13 April 2016 of EUR 5.4824, and a
discount of 1.9% to closing price of the ordinary shares of SNH
on the FSE on 13 April 2016 of EUR 5.647;
- The Bonds are expected to be issued on or about 21 April 2016 and
the issue price of the Bonds is 100% of their principal amount;
- The coupon has been set at 1.25% per annum, payable semi-annually
in arrear on 21 April and 21 October of each year, with the first
coupon to be paid on 21 October 2016;
- Unless previously converted, redeemed or purchased and cancelled,
the Bonds will be redeemed at their principal amount at maturity
on 21 October 2023; and
- The Issuer will have the option to redeem any outstanding Bonds
at their principal amount together with accrued interest on or
after 12 May 2020, if the parity value of the Bonds exceeds 130%
of their principal amount 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 85% or more in principal amount of the Bonds originally
issued.
Closing is expected on or about 21 April 2016. Application will be made
to include the Bonds for trading on the Open Market (Freiverkehr) of the
Frankfurt Stock Exchange by no later than 90 days following the closing
date.
The net proceeds arising from the issue of the Bonds will be used to
refinance existing debt, replace acquisition related facilities,
facilitate future share repurchases to manage and counter dilution and
for general corporate purposes.
Barclays Bank PLC, BNP PARIBAS, Citigroup Global Markets Limited, HSBC
and Merrill Lynch International acted as Joint Bookrunners. Citigroup
Global Markets Limited will act as Settlement Agent and The Bank of New
York Mellon, London Branch will act as Principal Paying, Transfer and
Conversion Agent.
For more information, please contact:
Steinhoff International Holdings N.V.:
Ben La Grange
+27 (21) 808 0700
Mariza Nel
+27 (21) 808 0711
14 April 2016
JSE Sponsor
PSG Capital 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.
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: 14/04/2016 03:45:00 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,
information disseminated through SENS.
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