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

Steinhoff International Holdings N.V. / Key word(s): Miscellaneous 14.04.2016 15:45 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. - Pricing of 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Bonds Steinhoff International Holdings N.V. (Incorporated in the Netherlands) Share Code: SNH; ISIN: NL0011375019 NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), AUSTRALIA, SOUTH AFRICA,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. 1. Introduction Steinhoff International Holdings N.V. ("SNH") this morning announced the launch of an offering (the "Bond Offering") of senior unsecured guaranteed convertible bonds due October 2023 (the "Bonds"). On the back of strong demand generated during the placement, the Bond Offering size was increased from EUR 1bn to EUR 1.1bn. 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 approximately 141,792,776 ordinary shares of SNH, which represents approximately 3.6% of SNH's current issued ordinary share capital. 2. Salient Terms of the Bonds SNH announces that the terms of the Bonds have been fixed as follows: - Issue size is EUR 1.1bn; - The initial conversion price has been set at EUR 7.7578 per ordinary share. The initial conversion price represents a 40% premium over the volume weighted average price of the ordinary shares of SNH on the Frankfurt Stock Exchange ("FSE") and on the Johannesburg Stock Exchange (based on a fixed exchange rate of EUR 1.00 = ZAR 16.3587) between launch and pricing equal to EUR 5.5413 (the "Reference Share Price"). The Reference Share Price represents a premium of 1.1% over the volume weighted average price of the ordinary shares of SNH on the FSE over the 30 trading days up to and including 13 April 2016 of EUR 5.4824, and a discount of 1.9% to closing price of the ordinary shares of SNH on the FSE on 13 April 2016 of EUR 5.647; - The Bonds are expected to be issued on or about 21 April 2016 and the issue price of the Bonds is 100% of their principal amount; - The coupon has been set at 1.25% per annum, 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; - Unless previously converted, redeemed or purchased and cancelled, the Bonds will be redeemed at their principal amount at maturity on 21 October 2023; and - 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 130% of their principal amount 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. 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 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. Barclays Bank PLC, BNP PARIBAS, Citigroup Global Markets Limited, HSBC and Merrill Lynch International acted 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 ---------------------------------------------------------------------------