DGAP-Ad-hoc: Steinhoff International Holdings N.V. / Key word(s): Corporate
Action
Steinhoff International Holdings N.V.: Launch of placing of shares in PSG
Group Limited
22-Jan-2018 / 07:01 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR, transmitted by
DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
*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 - Launch of placing of shares in PSG Group Limited*
Steinhoff International Holdings N.V. (the "Company" and with its
subsidiaries, the "Group")
Stellenbosch, 22 January 2018 - Today, the Company has decided to launch an
accelerated bookbuild in order to place approximately 29.5 million ordinary
shares in PSG Group Limited with qualifying institutional investors (the
"Placing Shares") (the "Placing"), subject to the satisfaction of certain
conditions including the pricing of the Placing Shares being acceptable to
the Company. If acceptable pricing is not achieved, in the sole discretion
of the Company, the Placing will not go ahead. The Placing is to be carried
out by PSG Capital Proprietary Limited and The Standard Bank of South Africa
Limited (the "Joint Bookrunners").
The Placing will commence with immediate effect and the Company reserves the
right to close it at any time. Pricing and allocations will be announced as
soon as practicable following the closing of the book.
Shareholders and other investors in the Company are advised to exercise
caution when dealing in the securities of the Group.
*Disclaimer*
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 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 restrictions.
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
Bookrunners.
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 Placing 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 herein.
22-Jan-2018 CET/CEST 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 Announcement DGAP News Service
647083 22-Jan-2018 CET/CEST
(END) Dow Jones Newswires
January 22, 2018 01:01 ET (06:01 GMT)
