| Thu 10 Mar 2011, 9:00 | | SHF - Steinhoff International Holdings Limited - Issue of EUR 450 Million |
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SHF
SHF
SHF - Steinhoff International Holdings Limited - Issue of EUR 450 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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR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.
10 March 2011
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
Steinhoff International Holdings Limited ("SIHL") announces the launch of its
offering of EUR 450 million senior unsecured guaranteed convertible bonds due
March 2018 (the "Bonds"). In addition, SIHL has granted to Citigroup Global
Markets Limited and BNP Paribas (the "Joint Bookrunners") an overallotment
option of up to EUR 50 million aggregate principal amount of Bonds
exercisable up to close of business in South Africa on 14 March 2011. The
Bonds will be issued by Steinhoff Finance Holding GmbH (the "Issuer") which
is a 100% subsidiary of SIHL incorporated in Austria. The Issuer`s payment
obligations under the Bonds will be guaranteed by SIHL, which is rated Ba1
(stable outlook) by Moody`s, and the Bonds will be convertible into
approximately 148 million ordinary shares of SIHL (assuming the overallotment
option is exercised in full by the Joint Bookrunners).
The Bonds will mature on 31 March 2018 and will be marketed with a coupon of
4.50% payable semi-annually in arrear. The conversion price is expected to be
set at a premium of 32% - 37% 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
5.00% and 5.75%. 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 104.17% and 110.68% of their principal amount at
maturity. The Issuer will have the right to redeem all outstanding Bonds at
their accreted principal amount together with accrued interest on or after 14
April 2016 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
17 March 2011. The proceeds of the issue of the Bonds will be used for
general corporate purposes of the group, as enlarged after the implementation
of the acquisition of Conforama Holding S.A. as announced on SENS on 31
January 2011, including further 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 acting as sole global co-ordinator and
acting as joint bookrunner with BNP Paribas. Citigroup Global Markets Limited
is acting as sole stabilising manager (the "Stabilising Manager") for the
offering of the Bonds. Commerzbank AG and Standard Bank are acting as co-
bookrunners for the offering of the Bonds.
For more information, please contact:
Steinhoff International Holdings Limited:
Markus Jooste
+27 (21) 808 0735
Piet Ferreira
+27 (21) 808 0761
Mariza Nel
+27 (21) 808 0754
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: 10/03/2011 09:00:05 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.
