DGAP-Adhoc: Steinhoff International Holdings N.V. : Issue of EUR 1 billion Guaranteed Convertible Bonds

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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR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
 
---------------------------------------------------------------------------