DGAP-News: Steinhoff International Holdings N.V. / Key word(s): Capital
Increase
Steinhoff International Holdings N.V. : STEINHOFF ANNOUNCES A CAPITAL
INCREASE
28.09.2016 / 07:11
The issuer is solely responsible for the content of this announcement.
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STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Having its corporate seat in Amsterdam, the Netherlands)
(Registration number 63570173)
Share Code: SNH
ISIN: NL0011375019
("Steinhoff" or the "Company")
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED
STATES, AUSTRALIA, CANADA, JAPAN OR ANY JURISDICTION IN WHICH SUCH RELEASE,
PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.
FOR IMMEDIATE RELEASE
STEINHOFF INTERNATIONAL HOLDINGS N.V.
STEINHOFF ANNOUNCES A CAPITAL INCREASE
INTRODUCTION
Following the acquisition of the Mattress Firm Corporation and Poundland
Group plc, Steinhoff's ad hoc announcement earlier today stated that its
Management Board resolved to increase its issued and outstanding share
capital, whereby:
- 162 million new ordinary shares will be subscribed for by Upington
Investment Holdings B.V. ("Upington"), a company ultimately controlled
by a family trust of Dr Christo Wiese, Steinhoff's largest shareholder
and chairman of Steinhoff's Supervisory Board (the "Upington
Subscription"). The total proceeds of the Upington Subscription will be
approximately EUR819 million;
- 60 million new ordinary shares will be subscribed for by Lancaster 101
Proprietary Limited ("Lancaster") pursuant to a fully funded Black
Economic Empowerment transaction (the "Lancaster Subscription" and
together with the Upington Subscription, the "Subscriptions"). The
Public Investment Corporation, Steinhoff's second largest shareholder
will facilitate the Lancaster Subscription and the total proceeds of
the Lancaster Subscription will be approximately EUR303 million; and
- an additional up to 110 million new ordinary shares (the "Placing
Shares") will be offered to institutional investors via an accelerated
bookbuild (the "Upsize Facility").
The aggregate number of new ordinary shares to be issued in connection with
the Subscriptions and the Upsize Facility (together, the "New Shares")
amounts to 332 million New Shares and represents 8.5 per cent. of the
Company's issued and outstanding ordinary share capital as at 27 September
2016.
Additionally, Upington has also agreed to purchase 152 million existing
ordinary shares (which are currently classified as treasury shares for the
purposes of IFRS) to further increase its investment in Steinhoff as part
of its strategy as a strategic long term investor in Steinhoff (the
"Upington Purchase").
Total gross proceeds to Steinhoff from the above transactions will be at
least EUR 1,890 million (and up to EUR 2,447 million assuming a full
placement of 110 million New Shares offered in the Upsize Facility).
In consideration for the commitments in terms of the Subscriptions and the
Upington Purchase, Upington and Lancaster will be paid an underwriting
commission of 2.5 per cent. of the total subscription price under the
Subscriptions and the total purchase price under the Upington Purchase, as
applicable.
BACKGROUND AND RATIONALE
The aggregate proceeds of the above transactions will be used to replace
acquisition related facilities entered into in relation to the acquisitions
of Mattress Firm Holding Corporation and Poundland Group plc. In addition
to strengthening the balance sheet the issuance is expected to further
stimulate liquidity of the shares traded on the Frankfurt stock exchange.
THE SUBSCRIPTIONS
The subscription price and the purchase price pursuant to the Upington
Subscription and Purchase will be EUR5.055 (the "Placing Price"), being the
closing price as at 27 September 2016, the last trading date prior to the
capital increase.
The subscription price pursuant to the Lancaster Subscription will be the
Rand equivalent of the Placing Price being ZAR 75.98 (with an underlying
exchange rate of ZAR 15.03:EUR1).
The New Shares issued under the Subscriptions (the "Subscription Shares")
represent an increase of approximately 5.7 per cent of the current issued
ordinary share capital of the Company as at 27 September 2016.
The Subscription Shares, when issued, will be fully paid and will rank pari
passu in all respects with the existing ordinary shares of the Company.
In connection with the financing of the Upington Subscription and the
Upington Purchase, Upington and one of its affiliates have pledged to
Citigroup, Goldman Sachs, HSBC and Nomura International Plc (together the
"Financing Banks"), 628 million ordinary shares (representing approximately
15 per cent. of the issued share capital of Steinhoff post the capital
increase before the Upsize Facility). Furthermore, Upington and its
affiliate have agreed to a lock-up for 60 days with the Financing Banks.
Rand Merchant Bank, a division of FirstRand Bank Limited, provided
additional facilities to companies controlled by Dr Christo Wiese.
THE UPSIZE FACILITY
BofA Merrill Lynch, J.P. Morgan, BNP Paribas, Citigroup Global Markets
Limited and HSBC are acting as Global Coordinators in connection with the
placement of New Shares to institutional investors in the context of the
Upsize Facility.
The accelerated bookbuilding has started immediately following Steinhoff's
ad hoc announcement dated 28 September 2016.
The price per Placing Share is EUR5.055, the Placing Price, which equals
the price at which Upington and Lancaster have committed to purchase shares
under the Subscriptions.
The timing of the closing of the book and allocations are at the discretion
of the Global Coordinators and Steinhoff. The final issue size and the
final proceeds from the Upsize Facility will be made public by way of a
second ad hoc announcement once the final issue size has been fixed.
The Placing Shares, when issued, will be fully paid and will rank pari
passu in all respects with the existing ordinary shares of the Company. If
all the Placing Shares are placed, it would represent an increase of
approximately 2.8 per cent of the current issued ordinary share capital of
the Company as at 27 September 2016.
As part of the transaction, Steinhoff has agreed to a 60 day lock-up period
with respect to any transaction related to its shares, subject to customary
exceptions or waiver by the Global Coordinators.
The accelerated bookbuild is conditional on, among other things, the
placing agreement between the Company and the Global Coordinators (the
"Placing Agreement") not being terminated in accordance with its terms.
ADMISSION AND SETTLEMENT
Application will be made for trading of the New Shares on the segment of
the regulated market with additional post-admission obligations (Prime
Standard) of the Frankfurt Stock Exchange, with no obligation to publish a
prospectus, whereby the New Shares are to be included in the current
listing, and on the Johannesburg Stock Exchange operated by the JSE Limited
(together, "Admission")
Admission and delivery of the New Shares are currently expected to occur on
or about 29 and 30 September 2016, respectively.
BofA Merrill Lynch, J.P. Morgan, BNP Paribas, Citigroup Global Markets
Limited and HSBC are acting as Global Coordinators in connection with the
transaction.
Linklaters LLP are acting as international legal advisors to Steinhoff.
28 September 2016
For further information on the Announcement, please contact
<pre>
Steinhoff International Holdings N.V.
Mariza Nel (Investor Relations) Tel: +27 (0)21 808 0711
</pre>
About Steinhoff
Steinhoff is an integrated retailer that retails, sources and manufacturing
household goods and general merchandise in Europe, Africa, the USA and
Australasia. Retail operations are positioned towards price conscious
(value) consumer segments, providing them with affordable products through
a vertically integrated supply chain. Our integrated retail divisions
comprise of:
- Household goods (furniture and homeware retail businesses).
- General Merchandise focusing on clothing and footwear, accessories and
homeware.
- Automotive dealerships in South Africa which provides a broad range of
new and pre-owned vehicles, parts, insurance, accessories and
servicing. In addition Hertz car rental outlets are included in this
segment.
Steinhoff has a primary listing on the Frankfurt Stock Exchange and a
secondary listing on the Johannesburg Stock Exchange and has a current
market capitalisation of approximately EUR[20] billion, approximately
140,000 employees and broad global operations with a presence in
Continental Europe, the USA, Southern Africa, the UK and the Pacific Rim.
IMPORTANT NOTICE
No action has been taken by the Company or the Global Coordinators, or any
of their respective affiliates that would, or which is intended to, permit
a public offer of the New Shares in any jurisdiction or possession or
distribution of this Announcement or any other offering or publicity
material relating to the New Shares in any jurisdiction where action for
that purpose is required. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdictions.
Persons into whose possession this Announcement comes shall inform
themselves about, and observe, such restrictions.
No prospectus will be made available in connection with the matters
contained in this Announcement and no such prospectus is required (in
accordance with the Prospectus Directive) to be published. Persons needing
advice should consult an independent financial adviser.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE
AN OFFER OR INVITATION TO UNDERWRITE, BUY, SUBSCRIBE, SELL OR ISSUE OR THE
SOLICITATION OF AN OFFER TO BUY, SELL, ACQUIRE, DISPOSE OR SUBSCRIBE FOR
THE NEW SHARES OR ANY OTHER SECURITY IN THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA, COLLECTIVELY THE "UNITED STATES"), AUSTRALIA, CANADA,
JAPAN OR SOUTH AFRICA OR IN ANY JURISDICTION IN WHICH, OR TO ANY PERSONS TO
WHOM, SUCH OFFERING, SOLICITATION OR SALE WOULD BE UNLAWFUL.
The New Shares have not been and will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act") or under
the securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or transferred, directly or
indirectly, in or into the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of
the Securities Act and in compliance with any applicable securities laws of
any state or other jurisdiction of the United States. There is no public
offering of the New Shares in the United States, the United Kingdom or
elsewhere. No representation is being made as to the availability of any
exemption under the Securities Act for the reoffer, resale, pledge or
transfer of the New Shares.
The relevant clearances have not been, and nor will they be, obtained from
the securities commission of any province or territory of Canada; and the
New Shares have not been, and nor will they be, registered under or offered
in compliance with the securities laws of any state, province or territory
of Canada, Australia or Japan. Accordingly, the New Shares may not (unless
an exemption under the relevant securities laws is applicable) be offered,
sold, resold or delivered, directly or indirectly, in or into Canada,
Australia or Japan or any other jurisdiction outside the United Kingdom or
to, or for the account or benefit of any national, resident or citizen of
Australia or Japan or to any investor located or resident in Canada.
J.P. Morgan Securities plc, Merrill Lynch International, BNP Paribas,
Citigroup Global Markets Limited and HSBC Bank plc, which are authorised by
the Prudential Regulation Authority and regulated in the United Kingdom by
the Financial Conduct Authority and the Prudential Regulation Authority,
are acting as Global Coordinators for the Company in connection with the
Placing and no one else and will not be responsible to anyone other than
the Company for providing the protections afforded to their clients nor for
providing advice to any other person in relation to the Placing and/or any
other matter referred to in this Announcement.
In member states of the European Economic Area ("EEA") which have
implemented the Prospectus Directive (each, a "Relevant Member State"),
this announcement and any offer, if made subsequently, is directed
exclusively at persons who are "qualified investors" within the meaning of
the Prospectus Directive ("Qualified Investors"). For these purposes, the
expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent
implemented in a Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression "2010
PD Amending Directive" means Directive 2010/73/EU.
This Announcement is being issued by and is the sole responsibility of the
Company. No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or
will be accepted by the Global Coordinators nor any of their respective
affiliates or agents (or any of their respective directors, officers,
employees or advisers) for the contents of the information contained in
this Announcement, or any other written or oral information made available
to or publicly available to any interested party or its advisers, or any
other statement made or purported to be made by or on behalf of any Global
Coordinator or any of their respective affiliates in connection with the
Company, the New Shares or the Placing and any responsibility therefor is
expressly disclaimed. The Global Coordinators and each of their respective
affiliates accordingly disclaim all and any liability, whether arising in
tort, contract or otherwise (save as referred to above) in respect of any
statements or other information contained in this Announcement and no
representation or warranty, express or implied, is made by any Global
Coordinator or any of their respective affiliates as to the accuracy,
completeness or sufficiency of the information contained in this
Announcement.
This Announcement does not identify or suggest, or purport to identify or
suggest, the risks (direct or indirect) that may be associated with an
investment in the New Shares. Any investment decision to buy New Shares in
the Placing must be made solely on the basis of publicly available
information, which has not been independently verified by the Global
Coordinators.
This Announcement contains (or may contain) certain forward-looking
statements with respect to certain of the Company's current expectations
and projections about future performance, anticipated events or trends and
other matters that are not historical facts. These forward-looking
statements, which sometimes use words such as "aim", "anticipate",
"believe", "intend", "plan" "estimate", "expect" and words of similar
meaning, include all matters that are not historical facts and reflect the
directors' beliefs and expectations and involve a number of risks,
uncertainties and assumptions that could cause actual results and
performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. These
statements are subject to unknown risks, uncertainties and other factors
that could cause actual results to differ materially from those expressed
or implied by such forward-looking statements. Statements contained in this
Announcement regarding past trends or activities should not be taken as a
representation that such trends or activities will continue in the future.
The information contained in this Announcement is subject to change without
notice and, except as required by applicable law, neither the Company nor
the Global Coordinators assume any responsibility or obligation to update
publicly or review any of the forward-looking statements contained herein.
You should not place undue reliance on forward-looking statements, which
speak only as of the date of this Announcement. Any indication in this
Announcement of the price at which New Shares have been bought or sold in
the past cannot be relied upon as a guide to future performance. No
statement in this Announcement is or is intended to be a profit forecast or
profit estimate or to imply that the earnings of the Company for the
current or future financial years will necessarily match or exceed the
historical or published earnings of the Company. The price of shares and
the income from them may go down as well as up and investors may not get
back the full amount invested on disposal of the shares. Past performance
is no guide for future performance and persons reading this Announcement
should consult an independent financial adviser.
In connection with the Placing, each of the Global Coordinators and any of
their affiliates, acting as investors for their own account, may take up a
portion of the shares in the Placing as a principal position and in that
capacity may retain, purchase, sell, offer to sell for their own accounts
such shares and other securities of the Company or related investments in
connection with the Placing or otherwise. Accordingly, references to New
Shares being offered, acquired, placed or otherwise dealt in should be read
as including any issue or offer to, or acquisition, placing or dealing by,
the Global Coordinators and any of their affiliates acting in such
capacity. In addition, the Global Coordinators and any of their affiliates
may enter into financing arrangements (including swaps) with investors in
connection with which the Global Coordinators and any of their respective
affiliates may from time to time acquire, hold or dispose of shares. The
Global Coordinators do not intend to disclose the extent of any such
investment or transactions otherwise than in accordance with any legal or
regulatory obligations to do so.
The New Shares to be issued pursuant to the Placing will not be admitted to
trading on any stock exchange other than the Frankfurt Stock Exchange and
the Johannesburg Stock Exchange.
The most recent Annual and Interim Reports and other information are
available on the Steinhoff website at www.steinhoffinternational.com
Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of,
this Announcement.
This Announcement does not constitute a recommendation concerning the
Placing.
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28.09.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Archive at www.dgap.de
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Language: English
Company: Steinhoff International Holdings N.V.
Herengracht 466
1017 CA Amsterdam
Netherlands
Phone: +27218080700
Fax: +27218080800
E-mail: investors@steinhoffinternational.com
Internet: www.steinhoffinternational.com
ISIN: NL0011375019
WKN: A14XB9
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Berlin, Dusseldorf, Hamburg, Hanover,
Munich, Stuttgart, Tradegate Exchange
End of News DGAP News Service
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506415 28.09.2016
DGAP-News: Steinhoff International Holdings N.V. : STEINHOFF ANNOUNCES A CAPITAL INCREASE
| Source: EQS Group AG