Steinhoff International Holdings N.V. / Key word(s): Capital Increase
28.09.2016 07:11
Disclosure of an inside information according to Article 17 MAR,
transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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Ad hoc announcement pursuant to Article 17 MAR
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO CANADA,
AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR
RELEASE WOULD BE UNLAWFUL.
STEINHOFF INTERNATIONAL HOLDINGS N.V.: STEINHOFF ANNOUNCES A CAPITAL
INCREASE AT EUR 5.055 PER ORDINARY SHARE
Stellenbosch - 28 September 2016 - Today, the Management Board of Steinhoff
International Holdings N.V. ("Steinhoff") resolved to increase its share
capital on the following basis:
- Issuing 222 million new ordinary shares to major investors representing
5.7 per cent. of Steinhoff's existing issued ordinary share capital;
- Making available 110 million new ordinary shares to institutional
investors (the "Upsize Facility") representing a further 2.8 per cent.
of Steinhoff's ordinary share capital; and
- Selling 152 million existing ordinary shares (which are currently
classified as treasury shares for the purposes of IFRS) (the
"Purchase").
The new shares are issued by excluding the existing shareholders' statutory
pre-emption rights. The new shares will rank pari passu with all other
ordinary shares in issue. The purpose of the above transactions is to
replace acquisition related facilities entered into in relation to the
acquisitions of Mattress Firm Holding Corporation and Poundland Group plc
and the net proceeds will strengthen Steinhoff's balance sheet and further
stimulate liquidity of the shares traded on the Frankfurt Stock Exchange.
The placement to major investors comprise 162 million new ordinary shares,
which 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 (the "Upington
Subscription") and 60 million new ordinary shares, which will be subscribed
for by Lancaster 101 Proprietary Limited ("Lancaster") in a fully funded
Black Economic Empowerment transaction, facilitated by the Public
Investment Corporation, Steinhoff's second largest shareholder (the
"Lancaster Subscription" and together with the Upington Subscription, the
"Subscriptions"). The Upsize Facility of 110 million new ordinary shares
will be offered to institutional investors by means of a private placement
via an accelerated bookbuilding process, which will be launched immediately
following this announcement. The placing price of the new shares has been
fixed at EUR 5.055 per share, being the closing market price at 27
September 2016. Lancaster and Upington will subscribe to their new shares
at the same price (or the Rand equivalent, being ZAR 75.98 with an
underlying exchange rate of ZAR 15.03:EUR 1, as applicable). Additionally,
Upington has also agreed to acquire, at the same price per share, 152
million existing ordinary shares (which qualify as treasury shares for the
purposes of IFRS) as part of its strategy as a strategic long term investor
in Steinhoff.
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). The
final issue size and the final proceeds from the capital increase will be
made public by way of a second ad hoc announcement once the final issue
size has been fixed.
In consideration for the commitments in terms of the Subscriptions and the
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 Purchase, as applicable.
In connection with the financing of the Upington Subscription and the
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 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.
Steinhoff will apply 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.
Steinhoff International Holdings N.V.
Contact Information:
Mariza Nel, Director, Corporate Services (Investor Relations)
investors@steinhoffinternational.com Tel: +27 (0)21 808 0711
Notice
This publication does not constitute a public offer of securities or a
solicitation of an offer to purchase securities in the United States of
America, Germany or any other jurisdiction where it is unlawful to make
such an offer or solicitation. Neither this announcement nor anything
contained herein shall form the basis of, or be relied upon in connection
with, any offer or commitment whatsoever in any jurisdiction. It is not for
publication or distribution, directly or indirectly, in or into the United
States of America. The securities of Steinhoff described herein have not
been and will not be registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or the laws of any State of the United
States, and may not be offered or sold within the United States of America,
except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and applicable state
securities laws. 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.
Language: English
Company: Steinhoff International Holdings N.V.
Herengracht 466
1017 CA Amsterdam
The 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
28.09.2016 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 Announcement DGAP News-Service
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DGAP-Adhoc: Steinhoff International Holdings N.V. : STEINHOFF ANNOUNCES A CAPITAL INCREASE AT EUR 5.055 PER ORDINARY SHARE
| Source: EQS Group AG