Steinhoff International Holdings N.V. : LAUNCH OF PLACING OF UP TO 450 MILLION SHARES IN KAP INDUSTRIAL HOLDINGS LIMITED
NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL
Steinhoff International Holdings N.V.
("Steinhoff" or the "Company")
LAUNCH OF PLACING OF UP TO 450 MILLION SHARES IN KAP INDUSTRIAL HOLDINGS LIMITED Steinhoff refers to its quarterly update published on 28 February 2018 in which the Company informed the market that it is continuing to take steps to refinance or redeem the debt within its South African operations.
In line with these stated steps, Steinhoff has decided to launch an accelerated book-build of up to 450 million ordinary shares in KAP Industrial Holdings Limited ("KAP") ("Placing Shares") (the "Placing"), subject to acceptable pricing being achieved and certain additional conditions.
Steinhoff, through an indirect wholly owned subsidiary, currently owns 43% (c. 1,144million shares) in KAP, which shareholding has created material value to Steinhoff shareholders since 2012 due to KAP's growth. Steinhoff continues to view KAP as a compelling investment case, especially in view of recent events in South Africa and the prospect of improving economic conditions. Steinhoff will, however, conclude the Placing in order to facilitate the stated objective of settling certain debt obligations. On successful conclusion of the Placing, Steinhoff will retain ownership of approximately 26% of KAP's issued share capital, which it views as a strategic investment.
Information relating to the Placing The Placing Shares will be offered to qualifying institutional investors only (which includes private client platforms in South Africa), being investors to whom the offer may be lawfully made without having to file or register any offering or related documentation with any securities regulatory authority in any jurisdiction, and the Placing does not and will not constitute, nor is it intended to constitute, an offer to the public to purchase any shares.
The book will open with immediate effect and is expected to close as soon as possible. Steinhoff reserves the right to close the book at any time. Pricing and allocations will be announced as soon as practicable following the closing of the book.
The Placing will be carried out by The Standard Bank of South Africa Limited ("Standard Bank") and Investec Bank Limited ("Investec") (each of Standard Bank and Investec being a "Bookrunner" and, together, the "Joint Bookrunners").
In line with Steinhoff's intention to retain the remaining interest in KAP Industrial, Steinhoff has agreed to a 90-day lock-up period, subject to customary carve outs.
Information relating to KAP
Information on KAP, including its most recent annual report, interim financial results and investor presentation, can be found on its website at http://www.kap.co.za/. It should be noted that Steinhoff bears no responsibility for any information included on KAP's website.
Information relating to the Placing Standard Bank and Investec are acting as Joint Bookrunners for the Placing. For further information, please contact:
Standard Bank Investec Richard Stout Carlyle Whittaker +27 (0)11 344 5725 +27 (0)11 286 9994 firstname.lastname@example.org Carlyle.Whittaker@investec.co.za
Stellenbosch 13 March 2018
Joint Bookrunner and Joint Global Coordinator Standard Bank
Joint Bookrunner and Joint Global Coordinator Investec
Independent Financial Adviser to Steinhoff in relation to its interest in KAP Industrial Macquarie Capital South Africa Proprietary Limited
Sponsor to Steinhoff PSG Capital Proprietary Limited
Counsel to Steinhoff Werksmans
Counsel to the Joint Bookrunners Allen & Overy
This announcement (the "Announcement") is restricted and is not for release, publication or distribution, in whole or in part, directly or indirectly, in or into the United States of America, Australia, Canada, Japan or any other jurisdiction in which such release, publication or distribution would be unlawful. This Announcement is for information purposes only, does not purport to be full or complete, is subject to change and shall not constitute or form part of an offer or solicitation of an offer to purchase or sell securities in the United States of America or any other jurisdiction nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of securities laws of such jurisdictions. No reliance may be placed for any purpose on the information contained in this Announcement or its accuracy or completeness.
The distribution of this Announcement and the offering for sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the shares in such jurisdiction. No action has been taken by Steinhoff or either Joint Bookrunner or any of their respective affiliates that would permit an offering of such securities or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes are required by Steinhoff and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.
The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States of America, absent registration or an exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the Placing Shares in the United States of America or in any other jurisdiction.
Neither this Announcement nor the Placing constitutes or is intended to constitute an offer to the public in South Africa in terms of the South African Companies Act, 2008 ("the South African Companies Act"). In South Africa this Announcement is only directed at, and any investment or investment activity to which this Announcement relates is available only to, and will be engaged in only with, persons in South Africa who (i) fall within the categories of persons set out in section 96(1)(a) of the South African Companies Act or (ii) who are persons who subscribe, as principal, for Placing Shares at a minimum placing price of R1 000 000, as envisaged in section 96(1)(b) of the South African Companies Act.
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 Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State.
In the United Kingdom this Announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this Announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling within Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this Announcement and should not act or rely on it.
This Announcement has been issued by and is the sole responsibility of Steinhoff. 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 Joint Bookrunners or by any of their respective affiliates or any of its or their respective directors, employees, advisers or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or their advisers, and any liability therefore is expressly disclaimed.
This Announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in the Placing Shares. Any investment decision to acquire Placing Shares pursuant to the Placing must be made solely on the basis of publicly available information. Any such information has not been independently verified by the Joint Bookrunners.
Each of the Joint Bookrunners are acting for Steinhoff, and no one else, in connection with the Placing and will not be responsible to anyone other than Steinhoff for providing the protections afforded to the respective clients of the Joint Bookrunners, nor for providing advice to any other person in relation to the Placing or any other matter referred to herein.
In connection with the sale of the Placing Shares, any of the Joint Bookrunners and any of their respective affiliates acting as an investor for their own account may acquire a portion of the Placing Shares as a principal position and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
Nothing in this Announcement should be viewed, or construed, as "advice", as that term is used in the South African Financial Markets Act, 2012, and/or Financial Advisory and Intermediary Services Act, 2002, by any of the Joint Bookrunners.
The Placing Shares to be sold pursuant to the Placing are not admitted to trading on any stock exchange other than the JSE.
The information contained in this announcement is subject to change without notice and, except as required by applicable law, Steinhoff does not assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.
13.03.2018 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.deLanguage: English Company: Steinhoff International Holdings N.V. Herengracht 466 1017 CA Amsterdam
Netherlands Phone: +27218080700 Fax: +27218080800 E-mail: email@example.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