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SHF
SHF
SHF - Steinhoff International Holdings Limited - Steinhoff International
Holdings Limited completes the ZAR 1.5 billion offering of Convertible Bonds
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration no. 1998/003951/06)
Ordinary share code: "SHF" ISIN: ZAE000016176
("Steinhoff" or "the Issuer")
Steinhoff International Holdings Limited completes the ZAR 1.5 billion offering
of Convertible Bonds
Steinhoff announces that the terms for its ZAR 1.5 billion convertible bonds due
2015 (the "2008 Bonds") have been fixed as follows:
- issue size is ZAR 1.5 billion (subject to increase prior to settlement by
up to ZAR 225 million pursuant to the increase option);
- the initial conversion price has been set to ZAR 24.77 per ordinary share,
which represents a 32.5 per cent. premium over the volume weighted average
price ("VWAP") of the ordinary shares of the Issuer on the JSE Limited
("the JSE") from launch to pricing;
- due to the redemption price at maturity, the effective conversion premium
at maturity represents a 59.0 per cent. premium over the VWAP of the
ordinary shares of the Issuer on the JSE from launch to pricing,
corresponding to an effective conversion price at maturity of ZAR 29.73;
- the coupon has been set to 9.625% per annum;
- the yield has been set to 11.522% per annum;
- the issue price is 100% and the redemption price is 120%;
- the Bonds are convertible into 60.56 million ordinary shares of the Issuer
based on the above initial conversion price, which represents 4.49% of the
Issuer`s current issued ordinary share capital.
The 2008 Bonds offering was launched at the open of trading this morning and is
now priced with the order books being well oversubscribed.
PWC Corporate Finance (Proprietary) Limited ("PWC") has expressed a preliminary
positive fairness opinion as contemplated in Rule 5.53(b) of the JSE`s Listings
Requirements. Upon release of the formal PWC opinion, it will be submitted to
the JSE Listings Division and become available for inspection at the registered
office of the Issuer for a period of two weeks from date of closing.
On the assumption that the 2008 Bonds had been in issue during the six months
ended 31 December 2007, their pro forma financial effects on the per share
statistics of the Issuer would have been insignificant.
Application will be made for the Bonds to be listed on the Singapore Exchange
Securities Trading Limited.
Barclays Capital is the Sole Bookrunner and Sole Lead Manager for the offering
of the 2008 Bonds.
For more information, please contact:
Steinhoff International Holdings Ltd:
Jan van der Merwe
Piet Ferreira
Ben la Grange
* +27 (0) 11 445 3000
Barclays Capital:
Simon Ollerenshaw
* +44 (0) 207 773 5391
Wynberg, Sandton
21 May 2008
Company sponsor: PSG Capital (Proprietary) Limited
Independent adviser in respect of the 2008 Bonds:
PWC Corporate Finance (Proprietary) Limited
The information contained herein is not for publication or distribution to
persons in the United States. Any securities referred to herein have not been
and will not be registered under the U.S. Securities Act of 1933, as amended
(the "Securities Act"), and may not be offered or sold without registration
thereunder or pursuant to an available exemption therefrom. Neither this
document nor the information contained herein constitutes an offer to sell or
the solicitation of an offer to buy any securities.
In the United Kingdom this announcement is directed exclusively at persons who
fall within Article 19 or 49 of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 or to whom this announcement may otherwise be
directed without contravention of section 21 of the Financial Services and
Markets Act 2000. The investments referred to in this announcement shall be
issued only to such persons.
This announcement is not intended to be nor is it an offer for sale or
subscription to the public as contemplated under Chapter VI of the South African
Companies Act No.61 of 1973 (as amended). South African residents are also not
permitted to acquire the Bonds in terms of the South African exchange control
rules administered by the South African Reserve Bank.
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: 21/05/2008 15:18:01 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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