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SHF
SHF
SHF - Steinhoff International Holdings Limited - Agreed terms and expected
salient dates relating to proposed transaction with JD Group Limited in respect
of combining the Steinhoff Africa retail assets with that of JD Group Limited
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration Number: 1998/003951/06
Share Code: SHF & ISIN: ZAE000016176
("Steinhoff")
7 April 2011
FINALISED TERMS RELATING TO THE STRATEGIC POSITIONING OF STEINHOFF AFRICA`S
RETAIL ASSETS WITHIN JD GROUP Limited ("JD Group")
INTRODUCTION
Steinhoff shareholders are referred to the announcement released on SENS on 14
March 2011 ("the 14 March announcement") relating to the proposed transaction
between Steinhoff and JD Group. In terms of the proposed transaction, JD Group
will acquire all the southern African retail interests of Steinhoff Africa and
an associate of Steinhoff will acquire JD Group`s interests in Abra Spolka
Akcyjna ("the Proposed Transaction").
TERMS OF THE TRANSACTION
The net purchase consideration and basis of determination of the respective
considerations payable by JD Group for the constituent parts of the Proposed
Transaction remain as per those announced in the 14 March announcement and is
expected to amount to R3 169 million.
Shareholders are advised that Steinhoff and JD Group have now finalised the
material terms of the related formal legal agreements that would, subject to
conditions precedent customary in a transaction of this nature, give effect to
the Proposed Transaction. In this regard, it has been agreed that the purchase
consideration of R3 169 million will be settled as follows (subject to the
applicable profit and net asset value warranties as per the 14 March
announcement):
* by JD Group ultimately issuing 49.33 million JD Group shares
(representing approximately 22.4% of JD Group`s issued share capital
after the proposed transaction) at an issue price of R50 per share to
Steinhoff, credited as fully paid; and
* the payment of R702 million in cash.
The consideration of R134m for the acquisition of Abra Spolka Akcyjna by a
Steinhoff associate is expected to be settled in cash. Therefore, the net cash
receivable by Steinhoff is expected to be R568m.
EXPECTED SALIENT DATES
The salient dates in respect of the Proposed Transaction are set out in the
announcement released by JD Group on SENS on 5 April 2011.
SIGNIFICANT CHANGES
Save as disclosed above, there has been no significant change affecting any
matter contained in the 14 March announcement.
Johannesburg
Wynberg, Sandton
7 April 2011
For more information, please contact:
Steinhoff International Holdings Limited:
Markus Jooste
+27 (21) 808 0735
Piet Ferreira
+27 (21) 808 0761
Mariza Nel
+27 (21) 808 0754
Investment Bank to Steinhoff: Investec Bank Limited
Company sponsor: PSG Capital (Proprietary) Limited
Date: 07/04/2011 12:16:03 Produced by the JSE SENS Department.
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