DGAP-Adhoc: Steinhoff International Holdings N.V. : Issue

Steinhoff International Holdings N.V. / Key word(s): Miscellaneous 14.04.2016 08:01 Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by DGAP - a service of EQS Group AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- SNH - STEINHOFF INTERNATIONAL HOLDINGS N.V. - Issue of EUR 1 billion Guaranteed Convertible Bonds Steinhoff International Holdings N.V. (Incorporated in the Netherlands) Share Code: SNH; ISIN: NL0011375019 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, SOUTH AFRICA, CANADA OR JAPAN. Steinhoff International Holdings N.V. ("SNH") announces the launch of an offering of senior unsecured guaranteed convertible bonds due October 2023 (the "Bonds") in an aggregate principal amount of EUR 1 billion. The net proceeds arising from the issue of the Bonds will be used to refinance existing debt, replace acquisition related facilities, facilitate future share repurchases to manage and counter dilution and for general corporate purposes. The Bonds will be issued by Steinhoff Finance Holding GmbH (the "Issuer"), a 100% subsidiary of SNH incorporated in Austria. The Issuer's payment obligations under the Bonds will be guaranteed by SNH, which is rated Baa3 (stable outlook) by Moody's. The Bonds will be convertible into ordinary shares of SNH. The Bonds are expected to mature on 21 October 2023 and will be marketed with a coupon range of 0.50% - 1.25%, payable semi-annually in arrear on 21 April and 21 October of each year, with the first coupon to be paid on 21 October 2016. The conversion price is expected to be set within a premium range of 40% - 45% over the reference share price that will be based on the volume weighted average price of the ordinary shares of SNH on the Frankfurt Stock Exchange and on the Johannesburg Stock Exchange (converted into EUR at the prevailing EUR:ZAR spot rate) between launch and pricing. The Bonds will be issued at 100% of their principal amount and, unless previously converted, redeemed or purchased and cancelled, will be redeemed at their principal amount at maturity on 21 October 2023. The Issuer will have the option to redeem any outstanding Bonds at their principal amount together with accrued interest on or after 12 May 2020 if the parity value of the Bonds exceeds EUR 130,000 for a specified period, or at any time at their principal amount (together with accrued interest) if conversion rights have been exercised and/or purchases (and corresponding cancellations) and/or redemptions effected in respect of 85% or more in principal amount of the Bonds originally issued. The Bonds are expected to be priced today and closing is expected on or about 21 April 2016. Application will be made to include the Bonds for trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange by no later than 90 days following the closing date. The Issuer intends to exercise its call option pursuant to Condition 7(b)(ii) of its EUR467,500,000 4.50 per cent. Guaranteed Convertible Bonds due 2018 (the "2018 Bonds"). Holders of 88% of the principal amount of the 2018 Bonds originally issued have converted their bonds, resulting in a current remaining outstanding principal amount of EUR56 million or 12% of the total original issue. Barclays Bank PLC, BNP PARIBAS, Citigroup Global Markets Limited, HSBC and Merrill Lynch International are acting as Joint Bookrunners. Citigroup Global Markets Limited will act as Settlement Agent and The Bank of New York Mellon, London Branch will act as Principal Paying, Transfer and Conversion Agent. For more information, please contact: Steinhoff International Holdings N.V.: Ben La Grange +27 (21) 808 0700 Mariza Nel +27 (21) 808 0711 14 April 2016 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 and may not be offered or sold in the United States without registration under or pursuant to an available exemption. 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 any 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 and amendments thereto, including Directive 2010/73/EU (together, the "Prospectus Directive")) (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 4 of the South African Companies Act, No.71 of 2008, as amended 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. 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. 14.04.2016 The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------------- 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 Munich, Stuttgart End of Announcement DGAP News-Service ---------------------------------------------------------------------------