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SHF
SHF
This Announcement Is Not For Distribution, Directly Or Indirectly, In Or Into
The United States Or To Us Persons, Canada, Australia, Japan Or South Africa
Steinhoff - Press Release
Steinhoff International Holdings Limited
(Registration Number: 1998/003951/06
(Incorporated in the Republic of South Africa)
(JSE Code: SHF: ISIN No. ZAE000016176)
(Steinhoff)
22 June 2006
Steinhoff International Holdings Limited Announces the Launch of ZAR 1.5 billion
Convertible Bonds to Meet Capital Expenditure Needs
Steinhoff International Holdings Limited (the "Issuer") announced today the
launch of approximately ZAR 1.5 billion unsubordinated unsecured convertible
bonds due 2013 (the "Bonds"). The proceeds will be used to meet near-term
capital expenditure requirements, allowing the Issuer to benefit from the
attractive financing opportunities currently available in the international
convertible bond market. Based on the expected range of conversion premia, the
Bonds will be convertible into a maximum number of 52 million ordinary shares in
the Issuer (being approximately 4.6% of the current issued share capital of the
Issuer).
The seven year Bonds are expected to carry a coupon of 5.45% - 5.95% per annum
payable semi-annually, and 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 the Issuer on the JSE Limited (JSE). The
Bonds will be issued at par and redeemed at par on maturity. The Issuer has the
right to redeem all outstanding Bonds at their principal amount after August
2009 if the ordinary shares trade for a specified period of time at 130% or more
of the prevailing conversion price. The Bonds are expected to price today and
closing is expected on or about 29 June 2006.
Application has been made for the Bonds to be listed on the Singapore Stock
Exchange.
A fair and reasonable opinion on the conversion terms of the Bonds, will be
required under section 5.53 (b) of the Listing Requirements of the JSE prior to
the issuance of the Bonds. This Fair and Reasonable opinion will, upon issue, be
lodged with the JSE and be kept available for inspection at the registered
office of the Issuer for a period of 10 business days from the date of issue of
the Bonds. The issuance of the Bonds has been approved by the Issuer Services
Division of the JSE.
By order of the board
Company Secretary
SJ Grobler
Barclays Capital is the Sole Bookrunner and Lead Manager for the offering.
For more information, please contact:
Steinhoff International Holdings Ltd.
Chief Financial Officer
Jan van der Merwe
+27 11 445 3041
Director : Group Services International
Piet Ferreira
+27 11 445 3061
Barclays Capital
Douglas Decker
+44 20 7773 8302
Sponsor to the Issuer in South Africa
PSG Capital Ltd.
Gerhard Swart
+27 11 797 8436
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE INTO THE UNITED STATES.
THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES TO, OR FOR THE
ACCOUNT OR BENEFIT OF U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION S
UNDER THE U.S. SECURITIES ACT OF 1933) UNLESS THEY ARE REGISTERED OR EXEMPT FROM
REGISTRATION. THERE WILL BE NO PUBLIC OFFER OF SECURITIES IN THE UNITED STATES.
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 2001 OR TO WHOM THIS ANNOUNCEMENT MAY OTHERWISE BE
DIRECTED WITHOUT CONTRAVENTION OF SECTION 21 OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000. THE BONDS REFERRED TO IN THIS ANNOUNCEMENT SHALL BE ISSUED
ONLY TO SUCH PERSONS. STABILISATION/FSA
THIS ANNOUNCEMENT IS NOT AN OFFER FOR SALE OF OR SUBSCRIPTION FOR BONDS TO
MEMBERS OF THE PUBLIC IN SOUTH AFRICA IN TERMS OF THE SOUTH AFRICAN COMPANIES
ACT 1973 (AS AMENDED) OR TO SOUTH AFRICAN RESIDENTS IN TERMS OF THE SOUTH
AFRICAN EXCHANGE CONTROL REGULATIONS IN SO FAR AS THOSE SOUTH AFRICAN RESIDENTS
DO NOT HAVE THE APPROPRIATE APPROVALS FROM THE SOUTH. AFRICAN RESERVE BANK TO
SUBSCRIBE FOR OR PURCHASE THE BONDS REFERRED TO IN THIS ANNOUNCEMENT.
Date: 22/06/2006 08:05:58 AM Produced by the JSE SENS Department
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