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Steinhoff Africa Retail Limited

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Steinhoff Africa Retail Limited STEINHOFF AFRICA RETAIL LIMITED (Previously K2017221869 (SOUTH AFRICA) PROPRIETARY LIMITED) (Incorporated in the Republic of South Africa) (Registration number 2017/221869/06) Share code: SRR, ISIN: ZAE000247995 (“Steinhoff Africa Retail” or “STAR” or “the Company”) PRE-LISTING STATEMENT The definitions and interpretations commencing on page 27 of this Pre-listing Statement apply in this section and throughout this Pre-listing Statement. This Pre-listing Statement relates to the Private Placement by way of an offer for subscription by the Company, subject to certain conditions, to Invited Investors, being selected persons in South Africa who fall within one of the specified categories listed in section 96(1)(a) of the Companies Act and/or selected investors who subscribe for Placement Shares, the total contemplated acquisition cost of which is not less than R1 000 000 per single addressee acting as principal (as contemplated in section 96(1)(b) of the Companies Act), and selected persons in other jurisdictions, to whom the Private Placement will specifically be addressed, and by whom the Private Placement will be capable of acceptance, of Shares in the Company. The Placement Shares shall comprise up to 750 000 000 Shares and will, upon their issue, represent an aggregate of up to 21.74% of the total issued Shares immediately after the Listing. Up to a further 50 000 000 existing Shares may be sold to Invited Investors by the Steinhoff Group pursuant to a 30-day option which Steinhoff Group intends to grant to the Stabilisation Manager for the purpose of covering short positions resulting from the overallotment of Placement Shares or from sales of Shares at or before the end of the Stabilisation Period. The Placement Shares together with the Overallotment Shares (if the Overallotment Option is implemented in full) represent an aggregate of up to 23.19% of the total issued Shares immediately after Listing. On Listing, all of the Shares constituting the issued ordinary share capital of the Company subsequent to the Private Placement are expected to be listed on the main board of the exchange operated by the JSE. The Company has agreed to place to Lancaster on a preferential basis, and Lancaster has agreed to subscribe for such number of the Placement Shares as have a value of approximately R6.2 billion at the Placement Price pursuant to the BEE Placement. The Placement Shares to be placed to Lancaster represent approximately 8.83% of the total issued Shares immediately after Listing. This Pre-listing Statement is not an invitation to the public to acquire or subscribe for securities in any jurisdiction and is issued in compliance with the JSE Listings Requirements, for the purpose of providing information to selected persons in South Africa and other jurisdictions in relation to the Company. This Pre-listing Statement does not constitute, envisage or represent an offer to the public, nor does it constitute a prospectus, in each case as contemplated in the Companies Act. It is currently expected that the price at which the Placement Shares will be offered to Invited Investors in terms of the Private Placement will be in the Placement Price Range between R18.00 and R23.00 per Placement Share. However, the Placement Price may ultimately be outside the Placement Price Range. If the Placement Price is below the Placement Price Range for any reason, or if the Directors in their discretion determine that it would not be advisable to proceed with the Private Placement, the Company shall not be obliged to proceed with the Private Placement, but reserves the right to do so. The Private Placement is, among other things, subject to a minimum subscription that must be realised by the Company to ensure that the Company has, once the Private Placement is completed, such number and composition of shareholders as will enable it to meet the minimum public shareholder spread and liquidity requirements that are acceptable to the JSE. The Listing will not proceed if the minimum subscription is not achieved and any acceptance of the offer of the Placement Shares will not take effect and no person shall have any claim whatsoever against the Company, the Joint Global Coordinators or any other person as a result of the failure of any condition. The JSE has granted the Company a listing of its issued Shares in the “5 373 Broadline Retailers” sector of the JSE main board under the abbreviated name “SHRetail”, share code “SRR” and ISIN ZAE000247995, subject to the fulfilment of the Conditions Precedent set out in paragraph 69 of this Pre-listing Statement. The Listing is expected to be effective from the commencement of trading on Wednesday, 20 September 2017. Date of issue: 4 September 2017 Transaction and Joint Global Joint Global Joint Global Joint Global Corporate Sponsor Coordinator Coordinator Coordinator Coordinator South African International South African Legal Advisor to Legal Advisor to Legal Advisor to Independent Reporting the Company the Company the Company Accountant International Legal South African Legal Advisor to the Joint Advisor to the Joint Global Coordinators Global Coordinators and Joint Bookrunners and Joint Bookrunners Joint Bookrunner Joint Bookrunner The salient dates and times applicable to the Private Placement and the Listing are as follows: 2017 Opening date of Private Placement as announced on SENS on Monday, 4 September Closing date of Private Placement (22:00) on Thursday, 14 September Notification to Invited Investors of successful applications on Friday, 15 September Results of Private Placement released on SENS on Friday, 15 September Results of Private Placement published in the press on Monday, 18 September Listing of Shares on the JSE expected at commencement of trade (9:00) on Wednesday, 20 September Notes: – Please refer to the “Salient Dates and Times” section on page 26 of this Pre-listing Statement for a detailed timetable of the Private Placement and the Listing. – All references to dates and times are to local dates and times in South Africa and are subject to change. Any such change will be announced on SENS. In South Africa, only persons who fall within any of the categories envisaged in Section 96(1)(a) of the Companies Act and/or selected persons who subscribe for Placement Shares at a total contemplated acquisition cost equal to or greater than R1 000 000 per single addressee acting as principal (as contemplated in Section 96(1)(b) of the Companies Act) and to whom the Private Placement is specifically addressed, are entitled to participate in the Private Placement. Accordingly, (i) the offer of the Placement Shares is not an offer to the public as contemplated in the Companies Act; and (ii) no prospectus has been filed with the Companies and Intellectual Property Commission in respect of the offer of the Placement Shares. The Placement Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the applicable securities laws or the regulations of any state of the United States. In the United States, the Private Placement is being made only to persons reasonably believed to be qualified institutional buyers (“QIBs”) as defined in and pursuant to Rule 144A under the Securities Act (“Rule 144A”) or pursuant to another exemption from, or in transactions not subject to, the registration requirements of the Securities Act. Prospective investors are hereby notified that sellers of the Placement Shares may be relying on the exemption from Section 5 of the Securities Act provided by Rule 144A. Outside the United States, the Private Placement is being made to selected institutional investors in reliance on Regulation S under the Securities Act (“Regulation S”). The Placement Shares may not be offered, sold, pledged or transferred within the United States, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. For a description of these and certain further restrictions on offers, sales, pledges and transfers of the Placement Shares and the distribution of this document, see the “Selling and Transfer Restrictions” in paragraph 80 of this Pre- listing Statement. None of the U.S. Securities and Exchange Commission (the “SEC”), any other U.S. federal or state securities commission nor any U.S. regulatory authority has approved or disapproved of the Placement Shares nor have such authorities reviewed or passed upon the accuracy or adequacy of this Pre-listing Statement. Any representation to the contrary is a criminal offence in the United States. None of the Company or the Joint Global Coordinators or the Sponsor, nor any of their respective representatives, is making any representation to any Invited Investor regarding the legality of an investment in the Placement Shares by such Invited Investor under the law applicable to such Invited Investor. The contents of this document should not be construed as legal, financial or tax advice. Each Invited Investor should consult his, her or its own legal, financial or tax adviser as to the legal, financial, business, tax and related aspects of a purchase of Placement Shares. The Placement Shares will only be placed and issued in the form of Uncertificated Shares. No certificated Placement Shares will be placed or issued. There will be no fractions of Placement Shares offered in terms of the Private Placement. Please see the section entitled “Important Legal Notes” on page 4 of this Pre-listing Statement for more information. 1 Share capital Immediately prior to the Private Placement and the Listing: • the authorised share capital of the Company will comprise 20 000 000 000 Shares of no par value, and an aggregate of 60 000 000 Preference Shares, the classes of which are listed in paragraph 49.4 and the terms of which are detailed in Annexure 5; • the issued share capital of the Company will comprise 2 700 000 000 Shares of no par value, with stated capital of R70 177 000 000; and • the Company will not have any treasury shares in issue.
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