|STEINHOFF INTERNATIONAL HOLDINGS N.V. - Steinhoff Sale Of Shares In KAP Industrial Holdings Limited
|13 March 2018 16:45
Steinhoff – Sale Of Shares In KAP Industrial Holdings Limited
Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
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 – Sale of shares in KAP Industrial Holdings Limited
Steinhoff International Holdings N.V. (the “Company” and with its subsidiaries, the “Group”)
Shareholders are referred to the Steinhoff announcement released on SENS this morning
regarding the launch of an accelerated bookbuild offering to place up to 450 000 000 ordinary
shares in KAP Industrial Holdings Limited (“KAP”) (“the Placing Shares”) (the “Placing”).
Steinhoff has successfully placed the Placing Shares at a price of R8.15 per Placing Share
(“Placing Price”) raising total gross proceeds of R3.667 billion (c. EUR251million). The book of
demand was multiple times oversubscribed. The Placing Price represents a discount of 4.1%
to the KAP closing price on Monday, 12 March 2018.
Accordingly, the Placing Shares, constituting approximately 16.7% of KAP’s issued share
capital, will be allocated in terms of the Placing, reducing the Company’s interest in KAP from
c. 43% to c. 26%. Settlement of the Placing is expected to occur on Friday, 16 March 2018.
Stellenbosch, 13 March 2018
JSE Sponsor: PSG Capital
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 KAP shares sold pursuant to the Share Sale (the “Placing Shares”) were placed through an
accelerated bookbuild offering (the “Placing”) carried by The Standard Bank of South Africa
Limited and Investec Bank Limited (the “Joint Bookrunners”).
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 the Company 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 the Company and the Joint Bookrunners to inform themselves about, and to observe, such
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 71 of 2008 (as amended)
(“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 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 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
Each of the Joint Bookrunners are acting for the Company, and no one else, in connection
with the Placing and will not be responsible to anyone other than the Company 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 Share Sale 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, the Company does not assume any responsibility or
obligation to update publicly or review any of the forward-looking statements contained
Date: 13/03/2018 04:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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information disseminated through SENS.