| Thu 15 Nov 2007, 17:21 | | SHF - Steinhoff International Holdings - Acquisit |
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SHF
SHF
SHF - Steinhoff International Holdings - Acquisition Announcement
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1998/003951/06)
Share code: SHF & ISIN: ZAE000016176
("Steinhoff" or "the Steinhoff Group")
ACQUISITION BY PG BISON LIMITED ("PG") OF THE MINORITY INTERESTS IN THE NORTH
EASTERN CAPE FORESTS JOINT VENTURE PARTNERSHIP ("the NECF JV") TOGETHER WITH
THE SHARES IN, AND LOAN ACCOUNT CLAIMS AGAINST, GOEIEHOOP FARMING (PTY)
LIMITED ("Goeiehoop")
1. THE ACQUISITION
1.1 Agreements were entered into on 2 November 2007 between PG (a subsidiary
of Steinhoff) and the Industrial Development Corporation of South Africa
Limited ("the IDC") ("the agreements") in terms of which PG has acquired
from the IDC its minority interests in the NECF JV (including claims on
capital and loan account) together with the shares in, and claims on
loan account against Goeiehoop with effect from 30 September 2007 ("the
acquisition").
1.2 The total consideration for the acquisition amounts to R97 491 351 which
is to be settled by the delivery (cum capital distribution) of 4 289 105
ordinary Steinhoff shares held as treasury shares by the Steinhoff Group
("the consideration shares").
2. RATIONALE FOR THE ACQUISITION
The acquisition will result in the elimination of the minority interest
in the NECF JV and Goeiehoop, thereby streamlining and simplifying the
ownership structure of the strategic NECF project as a whole. It is
anticipated that this will also lead to the optimisation of synergies
flowing from the vertical integration model applicable to this project.
3. FINANCIAL EFFECTS ON STEINHOFF
Although the pro forma effects of the acquisition on Steinhoff`s
earnings, headline earnings, net asset value and tangible net asset
value per share are immaterial due to the relatively small size of the
acquisition, the strategic importance of the acquisition is expected to
benefit the Steinhoff group in future.
4. RELATED PARTY TRANSACTION AND INDEPENDENT FAIRNESS OPINION
4.1 The consideration shares constitute more than 0.25% but less than 1% of
Steinhoff`s issued shares and, consequently, neither Steinhoff
shareholder approval nor a circular to Steinhoff shareholders is
required. However, as the IDC holds a material interest in one of
Steinhoff`s subsidiaries, the acquisition constitutes a "small related
party transaction" as defined in section 10.7 of the JSE Listings
Requirements. As a result, a fairness opinion from an independent
expert is required.
4.2 PricewaterhouseCoopers Corporate Finance (Pty) Limited has been
appointed in this regard and has subsequently found the consideration to
be fair to the ordinary shareholders of Steinhoff. Such opinion has
been lodged with the JSE and will be available for inspection at the
company`s registered office for a period of 28 days from the date of
this announcement.
Wynberg, Sandton
15 November 2007
Sponsor: PSG Capital (Pty) Limited
Independent expert: PricewaterhouseCoopers Corporate Finance (Pty) Limited
Date: 15/11/2007 17:21:02 Produced by the JSE SENS Department.
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