| Tue 24 Jun 2008, 16:54 | | SHF - Steinhoff - Exercise of 2008 convertible bond issue increase option and |
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SHF
SHF
SHF - Steinhoff - Exercise of 2008 convertible bond issue increase option and
general repurchase of shares
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")
Exercise of 2008 convertible bond issue increase option and GENERAL REPURCHASE
OF SHARES
1 Exercise of the 2008 bond issue increase option
Further to the announcements released by the Company on SENS on 21 May 2008
("the May announcements") regarding, inter alia, the launch of ZAR1,5 billion
convertible bonds due in June 2015 ("the 2008 Bonds"), accompanied by an
increase option of up to R225 million ("the increase option"), shareholders are
advised that the lead manager has exercised the increase option in respect of an
amount of R100 million.
Accordingly, Steinhoff has raised an aggregate amount of R1,6 billion, before
expenses, and the number of underlying Steinhoff shares at an initial conversion
price of R24,77 per share, reserved for the conversion of the 2008 Bonds amounts
to 64,59 million shares.
2 The general repurchase of shares
In terms of paragraph 11.27 of the JSE Listings Requirements, shareholders are
advised that the Company has, in accordance with the general authority obtained
at the Annual General Meeting of shareholders held on 10 December 2007 ("the
general authority"), cumulatively repurchased 3,11% of the Company`s issued
ordinary share capital ("the repurchases").
All the shares have been repurchased by Steinhoff Investment Holdings Limited, a
wholly-owned subsidiary of Steinhoff, and are being held as treasury shares,
pending the implementation of the BEE transaction and the conversion of the
ZAR1,5 billion convertible bond issued in June 2006, as referred to in the May
announcements.
It is furthermore confirmed that, taking into account current market conditions
and share price levels, it is the Company`s intention to continue a general
share repurchase programme, including repurchases as contemplated in paragraph
5.72(g) of the JSE Listings Requirements. The parameters of this general
repurchase programme are:
- repurchases of up to 10% of the Company`s issued share capital;
- volumes of up to 30% of the average daily trades; and
- at prices not exceeding a premium of greater than 10% above the volume
weighted average traded price of Steinhoff shares over the five trading
days immediately preceding any particular repurchase from time to time.
3 DETAILS OF THE REPURCHASES
3.1 Salient details of the repurchases which were effected between 21 May 2008
and 23 June 2008 are as follows:
Number of ordinary shares repurchased 42 019 975
Highest price paid per ordinary share 2002
repurchased (excluding costs)
Lowest price paid per ordinary share 1703
repurchased (excluding costs)
Total value of ordinary shares R795 432 339
repurchased, inclusive of costs
Number of ordinary shares which may 227 923 875
still be repurchased by the Company
in terms of the general authority
Percentage of ordinary shares which 16,89%
may still be repurchased by the
Company in terms of the general
authority
3.2 The requirements of paragraph 5.72 of the JSE Listings Requirements have
been complied with in terms of the repurchases.
3.3 The repurchases were effected through the order book operated by the JSE
trading system and was done without any prior understanding or arrangement
between the Company and the respective counterparties.
4 SOURCE OF FUNDS
The repurchases have been and will continue to be funded from the existing
resources of the Company.
5 DIRECTORS` OPINION
The directors of Steinhoff have considered the impact of the repurchases and are
of the unanimous opinion that, for a period of twelve months from the date of
this announcement:
- Steinhoff and its subsidiaries will be able, in the ordinary course of
business, to repay their debts;
- the consolidated assets of Steinhoff are in excess of the consolidated
liabilities, measured in accordance with the accounting policies of the
Company used in the interim results for the six months ended
31 December 2007;
- the share capital and reserves of the Company and its subsidiaries are
adequate for business purposes; and
- the working capital resources of the Company and its subsidiaries will be
adequate for its current and foreseeable future business requirements.
6 PRO FORMA FINANCIAL EFFECTS OF THE REPURCHASES
The table below sets out, for illustrative purposes only, the pro forma
financial effects of the repurchases on Steinhoff`s earnings, headline earnings
and net asset value per share. Because of their nature and, in particular, the
underlying assumptions regarding retrospective implementation dates, the pro
forma financial effects may not give a true reflection of Steinhoff`s actual
financial position, changes in equity, results of operations and cash flows
after the repurchases.
Before(1) After Change
Cents Cents Percentage
Earnings per share 110,6 110,7 (2) 0,09%
Headline earnings per 120,4 120,7 (2) 0,25%
share
Diluted headline 117,1 119,8 2,31%
earnings per share
Net asset value per 1363,1 1345,5 (3) (1,29%)
share
Weighted average 1 263 494 1 242 484
number of shares in (2)
issue (`000)
Notes
1 Extracted from the unaudited interim results of the Company for
the six months ended 31 December 2007.
2 Assumes the repurchases were effected on 1 July 2007. After
adjusting for the resultant interest effect of utilising existing
resources to effect the repurchases.
3 Assumes the repurchases were effected on 31 December 2007 and
their acquisition price of R795,4 million were deducted, as
treasury shares (net of the equity portion of the 2008 Bonds), from
ordinary shareholders` funds.
Wynberg, Sandton
24 June 2008
Sponsor
PSG Capital (Pty) Limited
Date: 24/06/2008 16:54:47 Produced by the JSE SENS Department.
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