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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR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