| Wed 15 Sep 2010, 8:15 | | SHF - Steinhoff International Holdings Limited - Issue of EUR 300 Million |
|
SHF
SHF
SHF - Steinhoff International Holdings Limited - Issue of EUR 300 Million
Convertible Bonds
Steinhoff International Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1998/003951/06)
Share Code: SHF & ISIN: ZAE000016176
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR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.
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
Steinhoff International Holdings Limited ("SIHL") announces the launch of
its offering of EUR 300 million senior unsecured guaranteed convertible
bonds due May 2016 (the "Bonds"), with an increase option of up to EUR 45
million. In addition, SIHL has granted to Citigroup Global Markets Limited
and BNP Paribas S.A. (the "Joint Bookrunners") an overallotment option of up
to an additional EUR 30 million aggregate principal amount of Bonds
exercisable up to close of business in South Africa on Friday 17 September
2010. The Bonds will be issued by Steinhoff Finance Holding GmbH (the
"Issuer") which is a 100% subsidiary of SIHL and incorporated in Austria.
The Issuer`s payment obligations under the Bonds will be guaranteed by SIHL,
which is rated Ba1 (positive outlook) by Moody`s and the Bonds will be
convertible into approximately 140 million ordinary shares of SIHL (assuming
the overallotment option is exercised in full by the Joint Bookrunners).
The Bonds will mature on 22 May 2016 and will be marketed with a coupon of
5% payable semi-annually in arrear. The conversion price is expected to be
set at a premium of 30% - 35% to the volume weighted average price (from
launch to pricing) of the ordinary shares of SIHL listed on the JSE Limited
(the "JSE") and the Bonds are expected to have a yield to maturity of
between 6.125% and 6.875%. The Bonds will be issued at 100% of their
principal amount and, unless previously converted, redeemed or purchased and
cancelled, will be redeemed at between 107.51% and 112.76% of their
principal amount on maturity. The Issuer will have the right to redeem all
outstanding Bonds at their Accreted Principal Amount together with accrued
interest on or after 6 December 2014 if the parity value of the Bonds
translated into Euro at the prevailing exchange rate shall have exceeded
140% of the principal amount of the Bonds for a specified period, or at any
time at their Accreted Principal Amount together with accrued interest if
less than 10% of the Bonds originally issued remain outstanding.
The Bonds are expected to be priced today and closing is expected on or
about 22 September 2010. The proceeds of the issue of the Bonds will be
utilised for general corporate purposes of the group including extending and
diversifying the debt maturity profile and to provide financial flexibility
for strategic initiatives.
In accordance with the Listings Requirements of the JSE, PwC 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`s fairness opinion, as contemplated in
Rule 5.53(b) of the JSE`s Listings Requirements, which is a condition
precedent to the issue of the Bonds, will be issued by not later than the
date of closing. Upon release of the PwC opinion, it will be submitted to
the JSE`s Issuer Services Division and become available for inspection at
the registered office of SIHL for a period of two weeks from the date of
closing.
Application will be made to include the Bonds for trading on the Open Market
(Freiverkehr) of the Frankfurt Stock Exchange.
Citigroup Global Markets Limited is sole global coordinator, joint
bookrunner and stabilising manager (the "Stabilising Manager"), BNP Paribas
is acting as joint bookrunner for the offering of the Bonds while Credit
Suisse and Standard Bank are co-bookrunners.
15 September 2010
For more information, please contact:
Steinhoff International Holdings Limited:
Markus Jooste
+27 (11) 445 3035
Piet Ferreira
+27 (11) 445 3061
Mariza Nel
+27 (11) 445 3154
Transaction sponsor: Citigroup Global Markets (Proprietary) Limited
Company sponsor: PSG Capital (Proprietary) Limited
Independent expert in respect of the Bonds: PwC 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 (the "Securities Act"),
and may not be offered or sold in the United States without registration
there under or pursuant to an available exemption there from. 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 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) (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 VI of the South
African Companies Act No.61 of 1973 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.
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: 15/09/2010 08:15:01 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.
