| Mon 10 Dec 2007, 16:50 | | SHF - Steinhoff International Holdings - Announcement |
|
SHF
SHF
SHF - Steinhoff International Holdings - Announcement
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration no. 1998/003951/06)
Ordinary share code: SHF
ISIN: ZAE000016176
("Steinhoff" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING ("the AGM"), CHANGES TO THE BOARD OF DIRECTORS
AND PROPOSED BLACK ECONOMIC EMPOWERMENT TRANSACTION ("BEE")
RESULTS OF AGM
Shareholders are advised that, save for ordinary resolution number 4 (general
authority to issue shares for cash, requiring a 75% majority in terms of the
Listing Requirements of the JSE Limited), all the ordinary and special
resolutions proposed in the Notice of Annual General Meeting dated 5 November
2007, were passed by the requisite majorities of shareholders present and
represented by proxy and being entitled to vote at the AGM held earlier today.
Shareholders and/or their representatives holding or representing 81,685% of the
issued share capital and being eligible to attend and vote, were present or
represented at the AGM. The special resolutions have been lodged for
registration with the Registrar of Companies.
CHANGES TO THE BOARD OF DIRECTORS
With a view of further enhancing the Company`s compliance with good Corporate
Governance, the directors are pleased to announce that the appointment of
Yolanda (Yolanda Zoleka) Cuba (Mtyi) and Dave (David Charles) Brink as
additional Independent Non-executive Directors of Steinhoff was accordingly
approved. The Board wishes to welcome Yolanda and Dave as directors and look
forward to their valuable contribution to the continued well-being and growth of
Steinhoff. These appointments to the Board will also have the effect that
certain of the Board Committees will be re-constituted to investigate and, where
appropriate, address further changes to the Board in due course, in compliance
with the relevant Codes of Good Corporate Governance.
Furthermore, Jo (Karel Johan) Grove has agreed to resign as Executive director
and instead, be appointed as an Alternate Director. This change in Jo`s capacity
has resulted that the Board now consists of a majority of non-executive
directors.
PROPOSED BEE TRANSACTION
Further to the results announcement of Steinhoff dated 10 September 2007
shareholders are now advised that the proposed BEE transaction is at an advanced
stage of completion. Negotiations are well advanced regarding the finalisation
of the required debt funding package, as well as the equity funding requirements
of the BEE parties concerned.
The BEE parties will include a number of existing BEE partners at associate and
subsidiary levels within the Steinhoff group.
The BEE transaction will involve the effective acquisition by the BEE parties
(through the appropriate Special Purpose Vehicle) ("SPV")) of at least a 20%
equity interest in Steinhoff Africa Holdings (Proprietary) Limited ("SAF"). SAF
is the indirect wholly-owned subsidiary of Steinhoff in which the majority of
Steinhoff`s southern African interests are housed. These interests mainly
comprise: PG Bison, SAF`s Raw Materials division and the entire business
operations of the formerly listed Unitrans.
The cash proceeds accruing to the Steinhoff group pursuant to the BEE
transaction will, subject to market conditions prevailing from time, amount to
approximately R1 800 million (i.e. on the basis of a 20% equity interest in SAF
being sold) and will be funded through a combination of debt and equity to be
raised by the SPV.
The BEE transaction structure and parties involved require that an independent
Fairness opinion be obtained in terms of the Listing Requirements of the JSE
Limited and PricewaterhouseCoopers Corporate Finance (Proprietary) Limited has
been appointed in this regard.
It is anticipated that the BEE transaction will be completed in February 2008
after which further details, incorporating, inter alia, information on the BEE
Parties and their respective participation levels, the structure and financial
effects on Steinhoff, will be published.
Taking into account market conditions and share price levels at date hereof, it
is the Board`s current intention to use the proceeds of the BEE transaction for
general corporate purposes and in funding a general share re-purchase programme
in respect of up to 10% of the Company`s issued share capital, in volumes of up
to 10% of the average daily trades and at prices not exceeding a premium of
greater than 10% above the volume weighted average trading price of Steinhoff
shares over the five trading days preceding any particular re-purchase from time
to time.
By order of the Board
SJ Grobler
Company Secretary
Wynberg, Sandton
10 December 2007
Date: 10/12/2007 16:50:01 Produced by the JSE SENS Department.
The SENS service is an information dissemination service administered by the
JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or
implicitly, represent, warrant or in any way guarantee the truth, accuracy or
completeness of the information published on SENS. The JSE, their officers,
employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature,
howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
