DGAP-News: Steinhoff International Holdings N.V. :

DGAP-News: Steinhoff International Holdings N.V. / Key word(s): Capital Increase Steinhoff International Holdings N.V. : STEINHOFF SUCCESSFULLY INCREASES SHARE CAPITAL BY 8.5% AND PLACES NEW SHARES AT EUR 5.055 PER NEW ORDINARY SHARE 28.09.2016 / 16:36 The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- 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 SUCCESSFULLY INCREASES SHARE CAPITAL BY 8.5% AND PLACES NEW SHARES AT EUR 5.055 PER NEW ORDINARY SHARE Stellenbosch - 28 September 2016 - Steinhoff International Holdings N.V. ("Steinhoff") announces that it has successfully placed 332 million ordinary shares, in a transaction supported by its two major shareholders, Dr Christo Wiese and the Public Investment Corporation. As the largest shareholder in Steinhoff, the Wiese family invested in an additional 314 million Steinhoff shares through Upington Investment Holdings B.V. In a transaction facilitated by the second largest shareholder, the Public Investment Corporation, Lancaster 101 Prorpietary Limited, a broad based black empowerment company, invested in 60 million Steinhoff shares. Lastly, 110 million ordinary shares were made available to institutional investors to participate in the capital increase during a fixed price accelerated bookbuild launched this morning. The book was nearly four times oversubscribed mostly relating to demand from shareholders which will hold their shares on the Frankfurt Stock Exchange, being Steinhoff's primary listing location. In line with regulatory approvals, the book was allocated in full to these investors. Delivery of the new shares and settlement of the transaction is expected to occur on or about 30 September 2016. The transactions raised Euro 2,447 million, which proceeds will be used to replace acquisition facilities relating to the acquisition of the US based Mattress Frim Holding Corporation and Poundland Plc, based in the United Kingdom. In commenting on the transaction group CEO Markus Jooste said, "We are humbled by the overwhelming support we have received from our two major shareholders backed by our global shareholder base in our capital raising earlier today. In addition I would like to thank them for their support on the recent additions of Mattress Firm and Poundland. My global management teams and I remain confident that our growing scale, global retail footprint, and focus on the value segment of the consumer markets will continue to support good growth and value creation for all our stakeholders". Steinhoff International Holdings N.V. BofA Merrill Lynch, J.P. Morgan, BNP Paribas, Citigroup Global Markets Limited and HSBC are acting as Global Coordinators in connection with the transaction. COMMERZBANK, Credit Agricole CIB, Natixis, Société Générale Corporate and Investment Banking and Unicredit Bank AG are acting as Joint Bookrunners in connection with the transaction. Banco Santander, MUFG, Mizuho International plc, RBC Capital Markets are acting as Co-Bookrunners in connection with the transaction. Linklaters LLP are acting as international legal advisors to Steinhoff. 28 September 2016For 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. --------------------------------------------------------------------------- 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 --------------------------------------------------------------------------- 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 --------------------------------------------------------------------------- 506773 28.09.2016