| Wed 10 Nov 2010, 15:00 | | SHF - Steinhoff International Holdings Limited - Terms of capitalisation share |
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SHF
SHF
SHF - Steinhoff International Holdings Limited - Terms of capitalisation share
award, no change statement, posting of annual financial statements and Notice Of
Annual General Meeting
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1998/003951/06
("Steinhoff" or "the Company")
Share Code: SHF ISIN: ZAE000016176
1. TERMS OF CAPITALISATION SHARE AWARD AND ELECTION TO RECEIVE A CASH
DISTRIBUTION IN LIEU THEREOF
2. NO CHANGE STATEMENT, POSTING OF ANNUAL FINANCIAL STATEMENTS AND NOTICE OF
ANNUAL GENERAL MEETING
1 CAPITALISATION SHARE AWARD
INTRODUCTION
Shareholders are referred to the announcement of the Company`s audited results
for the year ended 30 June 2010 released on the Securities Exchange News Service
("SENS") on 7 September 2010 and are hereby advised that the directors of
Steinhoff have determined the terms of the capitalisation share award ("the
share award") and the right of election to receive the final cash distribution
in lieu thereof.
TERMS OF THE SHARE AWARD
Shareholders recorded in the register of Steinhoff at the close of business on
Friday, 3 December 2010 ("the record date"), will be eligible for the share
award and/or the cash distribution. The last day to trade in order to be
entitled to participate in the share award will be Friday, 26 November 2010.
Shareholders will receive capitalisation shares in the Company unless they elect
to receive the final cash distribution of 63 cents per share for the financial
year ended 30 June 2010 in respect of all or part of their shareholdings.
The new ordinary shares of 0,5 cent each to be issued pursuant to the share
award will be issued at the issue price as described below, as fully paid-up by
way of capitalisation of part of Steinhoff`s share premium account and will,
upon their issue, rank pari passu in all respects with the other Steinhoff
shares then in issue. The maximum amount by which Steinhoff`s share premium
account may be debited in the event that all shareholders elect to receive the
cash distribution will be R931 808 430 (being 1 479 061 000 shares multiplied by
63 cents per share), or, in the event that all shareholders elect to retain the
share award, the maximum of 61 676 844 shares multiplied by the issue price
(which will be calculated as described below). This maximum amount is clearly
subject to the extent to which elections are made by shareholders to receive the
cash distribution. The ratio of entitlement of shareholders in respect of the
share award will be approximately 4 capitalisation shares for every 100
Steinhoff shares held at the record date ("the ratio of entitlement"). The
issue price applicable to the capitalisation shares will be the volume weighted
average traded price per Steinhoff share on the JSE Limited ("the JSE") over the
five trading days up to and including Wednesday, 17 November 2010 ("the issue
price"). The ratio of entitlement will be adjusted in the event that the value
of the share award, measured at the issue price is:
- less than R70 per 100 Steinhoff shares (resulting in the cash distribution
in relation to the value of the equivalent share award at a discount of
less than 10%) held at the record date. In this event the ratio of
entitlement will be increased to a maximum of 4.17 capitalisation shares
for every 100 Steinhoff shares held. Therefore, the maximum number of
potential capitalisation shares that will be issued by the Company is 61
676 844; or
- more than R84 per 100 Steinhoff shares (resulting in the cash distribution
in relation to the value of the equivalent share award at a discount of
more than 25%) held at the record date. In this event the ratio of
entitlement will be reduced to the number of capitalisation shares for
every 100 Steinhoff shares held that results in the value of the share
award being R84 per 100 Steinhoff shares held at the record date.
A finalisation announcement confirming the issue price of the capitalisation
shares will be released on SENS and published in the press on 18 November 2010
and 19 November 2010, respectively.
FRACTIONS
The settlement and clearing system (Strate) used by the JSE does not permit
fractions and fractional entitlements. Accordingly, where a shareholder`s
entitlement to new ordinary shares calculated in accordance with the above
formula gives rise to a fraction of a new ordinary share, such fraction of a new
ordinary share will be rounded up to the nearest whole number where the fraction
is greater than or equal to 0,5 and rounded down to the nearest whole number
where the fraction is less than 0,5. Shareholders who have not dematerialised
their shares and who elect to receive a cash distribution should note that if
same amounts to less than R5,00 per individual shareholder, that shareholder
will not be paid a distribution and the aggregated amounts of such entitlements
will be donated to a charitable institution.
GENERAL
Documentation dealing with the share award and the procedure required for
electing the cash distribution, will be posted to shareholders on Friday, 12
November 2010. In order to be valid, shareholders who are holding certificated
Steinhoff shares and wish to elect to receive a cash distribution must forward a
completed form of election to Steinhoff`s transfer secretaries, Computershare
Investor Services (Proprietary) Limited, to be received by no later than 12:00
on Friday, 3 December 2010.
Shareholders who have already dematerialised their Steinhoff shares through a
Central Securities Depository Participant ("CSDP") or broker must not complete a
form of election but should instruct their CSDP or broker as to their election
in the manner and time stipulated by the CSDP or broker. The results of the
share award will be published on SENS on Monday, 6 December 2010 and in the
press on Tuesday, 7 December 2010. Share certificates, where applicable, and/or
distribution cheques will be posted to certificated shareholders by registered
post and ordinary post, respectively, at the risk of such shareholders on or
about Monday, 6 December 2010. CSDP/broker accounts will be updated/credited in
respect of dematerialised shareholders according to their election on Monday, 6
December 2010.
2. NO CHANGE STATEMENT, POSTING OF ANNUAL FINANCIAL STATEMENTS AND NOTICE OF
ANNUAL GENERAL MEETING
Shareholders are hereby advised that Steinhoff`s 2010 annual report, which
includes the annual financial statements for the year ended 30 June 2010 as
audited by Deloitte & Touche, whose unqualified report is available for
inspection at the Company`s registered office, will be dispatched to
shareholders on Friday, 12 November 2010, and contains no modifications to the
audited financial results which were announced on SENS and published in the
press on 7 September 2010 and 8 September 2010, respectively.
Notice is hereby given that the annual general meeting of Steinhoff shareholders
will be held at 10:00 on Monday, 6 December 2010, at the Company`s registered
office, being 28 Sixth Street, Wynberg, Sandton, to transact the business as set
out in the notice of the annual general meeting contained in the annual report.
Johannesburg
10 November 2010
Company Secretary: SJ Grobler
Sponsor: PSG Capital (Proprietary) Limited
Date: 10/11/2010 15:00:01 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.
