| Tue 6 Sep 2011, 14:07 | | SHF/SHFF - Steinhoff International Holdings Limited/Steinhoff Investment - |
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SHF SHFF
SHF SHFF
SHF/SHFF - Steinhoff International Holdings Limited/Steinhoff Investment -
Audited results for the year ended 30 June 2011 Holdings Limited
Steinhoff International Holdings Limited
Registration number: 1998/003951/06
(Incorporated in the Republic of South Africa)
("Steinhoff" or "the company" or "the group")
JSE code: SHF ISIN code: ZAE000016176
Audited results for the year ended 30 June 2011
Operating profit increased by 12% to R5.4bn
Cash generated from operations increased by 26% to R7.2bn
Distribution per share increased to 65 cps
NAV per share increased 24%
Long-term acquisition finance secured
Condensed consolidated income statement
Notes Year ended Year ended % change
30 June 2011 30 June 2010*
Audited Audited
Rm Rm
Revenue 43 040 35 512 21
Operating profit before 6 497 5 715 14
depreciation and capital items
Depreciation (1 073) (851)
Operating profit before 5 424 4 864 12
capital items
Capital items 1 (64) (55)
Earnings before interest, 5 360 4 809 11
dividend income, associate
earnings and taxation
Net finance charges (1 175) (993)
Dividend income 13 7
Share of profit of associate 55 36
companies
Profit before taxation 4 253 3 859 10
Taxation (435) (369)
Profit for the year from 3 818 3 490 9
continuing operations
Profit for the year from 1 526 263
discontinued operations
Profit for the year 5 344 3 753 42
Attributable to:
Owners of the parent 5 136 3 541 45
Non-controlling interests 208 212
Profit for the year 5 344 3 753 42
From continuing and
discontinued operations:
Headline earnings per ordinary 258.9 252.7 2
share (cents)
Fully diluted headline 241.4 242.6 -
earnings per ordinary share
(cents)
Basic earnings per ordinary 342.9 249.5 37
share (cents)
Fully diluted earnings per 310.7 239.7 30
ordinary share (cents)
From continuing operations:
Headline earnings per ordinary 241.1 233.4 3
share (cents)
Fully diluted headline 226.7 225.5 1
earnings per ordinary share
(cents)
Basic earnings per ordinary 238.2 230.5 3
share (cents)
Fully diluted earnings per 224.3 222.9 1
ordinary share (cents)
Number of ordinary shares in 1 641 1 408 17
issue (m)
Weighted average number of 1 454 1 387 5
ordinary shares in issue (m)
Earnings attributable to 2 4 986 3 460 44
ordinary shareholders (Rm)
Headline earnings attributable 3 3 766 3 504 7
to ordinary shareholders (Rm)
Distribution per ordinary 65 63 3
share
Average currency translation 9.5644 10.5954 (10)
rate (rand:euro)
The capitalisation share award on 6 December 2010 led to the restatement of
comparative per share numbers, none of which resulted in a deviation of more
than 2.0 cents.
* The prior year figures have been re-presented to reflect discontinued
operations.
Additional information
Year ended Year ended
30 June 2011 30 June 2010*
Audited Audited
Rm Rm
Note 1: Capital items
From continuing operations:
(Loss)/profit on disposal of property, plant and (62) 8
equipment
Profit/(loss) on sale of investments and 99 (36)
associate companies
Impairments (101) (27)
(64) (55)
From discontinued operations:
Impairments (12) -
Loss on scrapping of vehicle rental fleet (10) (6)
Loss on sale of investments and associate (27) -
companies
Loss on sale of property, plant and equipment (6) (2)
Profit on disposal of discontinued operations 1 285 -
1 166 (63)
Note 2: Earnings attributable to ordinary
shareholders
Earnings attributable to owners 5 136 3 541
Dividend entitlement on non-redeemable (150) (81)
cumulative preference shares
4 986 3 460
Note 3: Headline earnings attributable to
ordinary shareholders
Earnings attributable to owners of the parent 5 136 3 541
Adjusted for:
Capital items (note 1) (1 166) 63
Taxation effects of capital items (54) (19)
Dividend entitlement on non-redeemable (150) (81)
cumulative preference shares
3 766 3 504
* The prior year figures have been re-presented to reflect discontinued
operations.
Condensed consolidated statement of cash flows
Year ended Year ended
30 June 2011 30 June 2010
Audited Audited
Rm Rm
Cash generated before working capital changes 6 943 6 074
Increase in inventories (827) (241)
Increase in receivables (151) (619)
Increase in payables 1 237 484
Changes in working capital 259 (376)
Cash generated from operations 7 202 5 698
Net finance costs (860) (824)
Dividends paid (106) (119)
Dividends received 13 7
Taxation paid (573) (290)
Net cash inflow from operating activities 5 676 4 472
Net cash outflow from investing activities (15 100) (3 271)
Net cash inflow/(outflow) from financing 10 307 (218)
activities
Net increase in cash and cash equivalents 883 983
Effects of exchange rate changes on cash and 317 (598)
cash equivalents
Cash and cash equivalents at beginning of year 5 121 4 736
Cash and cash equivalents at end of year 6 321 5 121
Condensed consolidated statement of financial position
30 June 30 June
2011 2010
Audited Audited
Rm Rm
Assets
Non-current assets
Property, plant and equipment, investment 29 696 14 853
properties and biological assets
Intangible assets and goodwill 35 930 17 675
Investments and loans 4 429 3 598
Investments in associate companies 4 274 920
Deferred taxation assets 420 468
Other long-term assets - 278
74 749 37 792
Current assets
Accounts receivable, short-term loans and other 11 036 9 748
current assets
Inventories 8 813 4 520
Cash and cash equivalents 6 321 5 121
26 170 19 389
Total assets 100 919 57 181
Equity and liabilities
Capital and reserves
Ordinary share capital and reserves 33 749 23 323
Preference share capital 4 056 1 042
37 805 24 365
Non-controlling interests 3 025 2 696
Total equity 40 830 27 061
Non-current liabilities
Deferred taxation liabilities 6 420 2 392
Interest-bearing long-term liabilities 26 112 15 107
Other long-term liabilities and provisions 2 916 604
35 448 18 103
Current liabilities
Interest-bearing short-term liabilities 1 978 1 666
Bank overdrafts and short-term bank facilities 2 409 1 575
Accounts payable, provisions and other current 20 254 8 776
liabilities
24 641 12 017
Total equity and liabilities 100 919 57 181
Net asset value per ordinary share (cents) 2 056 1 657
Net gearing ratio (%) 46 34
Closing exchange rate (rand:euro) 9.8654 9.3781
Condensed consolidated statement of comprehensive income
Year ended Year ended
30 June 30 June
2011 2010
Audited Audited
Rm Rm
Profit for the year 5 344 3 753
Other comprehensive income/(loss)
Actuarial gain/(loss) on defined benefit plans 47 (24)
Exchange differences on translation of foreign 1 392 (2 856)
subsidiaries
Net value (loss)/gain on cash flow hedges (32) 41
Deferred taxation 3 5
Other comprehensive income/(loss) for the year, 1 410 (2 834)
net of taxation
Total comprehensive income for the year 6 754 919
Total comprehensive income attributable to:
Owners of the parent 6 406 1 095
Non-controlling interests 348 (176)
Total comprehensive income for the year 6 754 919
Condensed consolidated statement of changes in equity
Year ended Year ended
30 June 30 June
2011 2010
Audited Audited
Rm Rm
Balance at beginning of the year 27 061 24 924
Changes in ordinary share capital and share
premium
Capital distribution (1 178) (1 020)
Net shares issued 3 938 2 134
Net utilisation of treasury shares 167 39
Profit on treasury share transactions net of 153 52
capital gains taxation
Treasury shares eliminated on disposal of 471 -
subsidiaries
Changes in preference share capital and share
premium
Net shares issued 2 964 -
Proceeds on sale of treasury shares 50 -
Changes in reserves
Total comprehensive income for the year 6 406 1 095
attributable to owners of the parent
Equity portion of convertible bond issued net of 570 -
deferred taxation
Preference dividends (89) (99)
Share-based payments 58 110
Premium on acquisition of non-controlling (74) (8)
interests
Other reserve movements 4 (1)
Changes in non-controlling interests
Total comprehensive income/(loss) for the year 348 (176)
attributable to non-controlling interests
Dividends and capital distributions paid (24) (20)
Other transactions with non-controlling 5 31
interests
Balance at end of the year 40 830 27 061
Comprising:
Ordinary share capital and share premium 8 474 4 923
Preference share capital and share premium 4 056 1 042
Distributable reserves 24 271 19 224
Actuarial gains reserve 45 5
Cash flow hedging and other fair value reserves (29) (9)
Convertible and redeemable bonds reserve 923 353
Foreign currency translation reserve (441) (1 693)
Share-based payment reserve 592 534
Other reserves (86) (14)
Non-controlling interests 3 025 2 696
40 830 27 061
Segmental analysis
Year ended Year ended % change
30 June 30 June
2011 2010*
Audited Audited
Rm Rm
Revenue
Retail activities - 25 822 19 153 35
household goods
Manufacturing and 21 017 22 096 (5)
sourcing of household
goods and related raw
materials
Logistics services 7 050 6 125 15
Corporate services
- Brand management 341 376 (9)
- Investment 433 350 24
participation
- Central treasury, 449 153 193
properties and other
activities
55 112 48 253 14
Intersegment revenue (12 072) (12 741)
eliminations
43 040 35 512 21
Operating profit before
capital items
Retail activities - 1 554 1 297 20
household goods
Manufacturing and 2 466 2 395 3
sourcing of household
goods and related raw
materials
Logistics services 835 702 19
Corporate services
- Brand management 341 376 (9)
- Investment 433 350 24
participation
- Central treasury, 507 395 28
properties and other
activities
6 136 5 515 11
Intersegment profit (712) (651)
eliminations
5 424 4 864 12
30 June % 30 June 2010 %
2011 Audited
Audited Rm
Rm
Total assets
Retail activities
- Household goods and 57 100 65 18 479 37
building supplies
- Automotive - - 2 777 5
Manufacturing and 14 631 17 13 654 28
sourcing of household
goods and related raw
materials
Logistics services 7 560 8 7 277 15
Corporate services
- Brand management 4 447 5 3 826 8
- Investment 2 867 3 2 370 5
participation
- Central treasury, 1 669 2 859 2
properties and other
activities
88 274 100 49 242 100
* The prior year figures have been re-presented to reflect discontinued
operations.
Reconciliation of total assets per statement of financial position to total
assets per segmental analysis
30 June 30 June
2011 2010
Audited Audited
Rm Rm
Total assets per statement of financial position 100 919 57 181
Less: Cash and cash equivalents (6 321) (5 121)
Less: Investments in associate companies (4 274) (920)
Less: Investments in preference shares (313) (242)
Less: Interest-bearing short-term loans (1 495) (1 401)
receivable
Less: Interest-bearing long-term loans (242) (255)
receivable
Total assets per segmental analysis 88 274 49 242
Geographical information
Year ended % Year ended %
30 June 30 June 2010
2011 Audited
Audited Rm
Rm
Revenue
Continental Europe 25 825 60 16 785 47
Pacific Rim 2 481 6 2 631 7
Southern Africa 8 926 21 8 123 23
United Kingdom 5 808 13 7 973 23
43 040 100 35 512 100
30 June % 30 June 2010 %
2011 Audited
Audited Rm
Rm
Non-current assets
Continental Europe 54 256 73 19 939 53
Pacific Rim 1 476 2 1 357 4
Southern Africa 13 624 18 10 750 28
United Kingdom 5 393 7 5 746 15
74 749 100 37 792 100
Notice:
These condensed annual financial statements have been prepared by Frikkie (FJ)
Nel CA (SA) and have been audited by Deloitte & Touche.
Review of results
Our strategic position has been enhanced through the acquisition of Conforama
in Europe and the investment in JD Group in Africa.
Revenue per geographical region
21% Southern Africa
60% Continental Europe
6% Pacific Rim
13% United Kingdom
Revenue per segment
47% Retail - household goods
38% Manufacturing and sourcing
13% Logistics services
2% Corporate services
Total assets
65% Retail - household goods
17% Manufacturing and sourcing
8% Logistics services
10% Corporate services
Operational review: Steinhoff Europe
The group delivered a strong financial performance in a challenging market
supported by our ongoing focused investments in brands, product,
infrastructure and properties.
Retail activities: Household goods
Continental Europe
In sharp contrast to the economic woes of Europe, the economies and consumer
confidence in central continental Europe showed strong resilience which
supported our growth in this market. In line with the trend experienced
globally, the mass market discount segment continues to gain market share at
the expense of the middle to upper market segments. This trend continues to
benefit our retail operations in continental Europe. Property plays a key part
in our strategic retail offering and during the year we strengthened our
position by purchasing a number of the leasehold retail properties situated in
central continental Europe. This will, essentially, result in lower property
lease charges and improved margins.
The acquisition of Conforama became unconditional following which the trading
results of this group have been consolidated from 1 March 2011. The cyclical
trading trends in the Conforama business are historically at the lowest point
during the period March to June. Conforama has performed well and increased
both sales and operating margin, compared with the comparative period.
United Kingdom
The economic conditions in the UK remain uncertain, especially with regard to
discretionary goods. This re-enforces the group`s determination to focus our
retail operations on providing an appropriate value offering to our key target
market. The year under review was marred by a number of planned store closures
that impacted both the revenue and operating profit of this division. We are
confident that the store network and footprint now provides a good basis to
deliver sustainable earnings growth. The first months of trading in the 2012
financial year has already showed an improved performance.
Pacific Rim
Australia and New Zealand experienced challenging trading conditions. Although
the bedding retail division showed encouraging growth which has continued into
the first months of the 2012 financial year, the furniture and household goods
retail chain reported declines in both revenue and profits. The decline in
profitability was further impacted by non- recurring costs.
Manufacturing and sourcing
United Kingdom
The foam conversion and bedding manufacturing plants reported good growth. The
upholstery production unit in Wales continues to perform at excellent levels
on the back of new upholstery ranges manufactured exclusively for our
furniture retail chain.
Continental Europe
In continental Europe major retailers are gaining market share from small
independents in a consolidating market. Steinhoff remains committed to those
external retailers with whom we have long-standing relationships. The
manufacturing divisions in eastern and central continental Europe embarked
upon a project that allocates capacity more effectively, and releases capacity
for our own retail operations across continental Europe. This resulted in
improved efficiencies and economies of scale that will benefit the retail
customers that these divisions serve. This change affected the middle and
upper end upholstery manufacturing businesses, as well as the mass market
upholstery plants in eastern Europe. Despite this temporary disruption, the
division reported encouraging results with increased profits on a lower
revenue base.
The growth of our bathroom production plant continues. Our wholesale
businesses in continental Europe and the Benelux reported solid results for
the period.
International sourcing
The international sourcing division remains one of the fastest growing
divisions in the group. The resulting increased economies of scale, continues
to improve margins for both the sourcing division and the retail operations
its supplies. The foundation of the sourcing function has now been firmly
laid. The additional expertise and scale benefits from the Conforama
acquisition will support further margin growth and result in a better recovery
on an already low overhead structure.
Logistics services
Continental Europe, United Kingdom and Pacific Rim
The global logistics infrastructure of the group performed well in the year
under review. Steinhoff is a major participant in the European logistics
market. During the year under review, a focused logistics project was launched
that seeks to further capitalise on our consolidated economies of scale. The
project will initially concentrate on intercontinental sea freight,
continental land-based transport and warehousing operations.
Corporate services
Our Swiss-held brand management investments of EUR451 million (2010: EUR408
million) delivered satisfactory returns of 8% (2010: 8.6%), despite the impact
of euro weakness against the Swiss franc.
Our retail investment participation in Europe continues to perform well,
generating EUR45 million (2010: EUR33 million) in operating profit, resulting
in a return on investment of 15.5% (2010:13.0%). Our total investment in
retail participation increased to EUR291 million (2010: EUR253 million) at
year-end.
Effective treasury management and hedging activities preserved our operating
margins. Together with the property services division and sundry income,
profits of R507 million (2010: R395 million) were delivered.
Operational review: Steinhoff Africa
Steinhoff Africa made great strides in firmly establishing the strategic
positioning of this group as a diversified industrial group in the year under
review.
The disposal of the southern African retail assets (Unitrans Automotive and
Steinbuild) to JD Group Limited (JD) was completed on 30 June 2011. As part of
this transaction, Steinhoff acquired a 30% associate investment shareholding
in JD. This associate investment shareholding provides the group with an
appropriate platform from which to develop a retail concept in southern
Africa.
Discontinued operations: Retail
This division reported revenues of R14 billion, an increase of 14%, and
increased operating profit to R380 million, representing an 11% increase.
Automotive
Unitrans Automotive delivered a solid performance supported by a strong new
vehicle market.
Building supplies
The building industry remained challenging for the entire year under review,
adversely affecting the building supplies market and Steinbuild`s results.
Manufacturing and sourcing
The integrated timber operation of PG Bison reported solid results in a weak
market, supported by the restructuring initiatives embarked upon. Turnover
decreased in line with a declining industry and strong pricing competition.
However, operating profit increased by 16% (before the effects of plantation
revaluation and harvesting) compared to the prior year. This division`s
African expansion plans have also gained momentum in the year under review,
and various opportunities in respect of possible new markets are being
investigated.
The raw material division reported satisfactory results, and the foam division
in particular performed well in a competitive market.
Logistics services
The strong performance by the Unitrans Group was brought about by solid
results of all divisions, namely Passenger, Freight and Logistics, Fuel and
Chemical, and Agriculture and Mining. This result once again confirms the
resilience of the Unitrans contractual model which protects the company`s
performance during tough times, and continues to deliver sustainable earnings.
Financial review
The year under review has been transformational for Steinhoff. In March 2011,
Steinhoff Europe acquired the European household goods retailer, Conforama,
and Steinhoff Africa concluded the sale of our African retail assets
(resulting in JD Group Limited becoming an associate company of Steinhoff).
In respect of continuing operations, revenue for the year was up 21%; and
operating profit increased by R560 million to R5 424 million (2010: R4 864
million). The results from continuing operations for the financial year
included four months of trading contribution and the transaction expenses
relating to the acquisition of Conforama.
The profit contribution from discontinued operations amounted to R1 526
million and includes a capital profit on the sale of our retail assets to JD
Group of R1 285 million.
Revenue: Continuing operations
Group revenue from continuing operations for the year increased 21% to R43
billion (2010: R36 billion). The group`s reporting currency (rand)
strengthened by 10% during the year against the euro. The group earns 79% of
its revenue in currencies other than the rand.
Net turnover in southern African operations increased by 10% to R8 926 million
(2010: R8 123 million), while turnover earned in currencies other than rand,
measured in euro, increased by 38% to EUR3 567 million (2010: EUR2 585
million) which includes the four-month contribution of Conforama.
Operating profit: Continuing operations
Operating profit increased by 12% (R5 424 million) despite the group`s
reporting currency (rand) strengthening by 10% during the year against the
euro. Operating margin at 12.6% (2010: 13.7%) reflects the lower operating
margins inherent in the acquired Conforama business.
In addition to the R5 424 million operating profit from continuing operations,
the group earned an additional operating profit of R380 million from
discontinued operations, amounting to a total operating profit for the year of
R5 804 million (2010: R5 207 million).
Earnings per share (EPS) and headline earnings per share (HEPS)
EPS increased by 37% to 343 cps (2010: 250 cps) and includes the non-
recurring capital profit on the sale of our South African retail assets to JD
Group of R1 285 million. HEPS at 259 cps increased by 2% from 253 cps.
HEPS from continuing operations increased by 3% to 241 cps (2010: 233 cps) on
a weighted average number of shares in issue of 1 454 million (2010: 1 387
million). This increase was achieved despite the 10% appreciation of the rand
relative to the euro. The average translation rate reduced to R9.5644:EUR1
from R10.5954:EUR1 in the prior year. On a pro forma constant currency basis
(which restates the current results using the same average conversion rate as
for the previous financial year), HEPS from continuing operations would have
increased by 14% (reported up by 3%).
Net finance charges
Net finance charges increased by R182 million, reflecting the increased debt
levels as a result of the Conforama acquisition.
Taxation
The average tax rate for continuing operations at 10.2% is in line with that
of the previous year (2010: 9.6%). The Conforama acquisition is expected to
increase the group`s tax rate despite the deductions allowable on a
transaction of this nature. Management remains confident that the group`s
average tax rate should not exceed 15% of pre-tax income for the foreseeable
future.
Total assets and capital structure
The total assets of the group increased to R100.9 billion (2010: R57.2
billion) and reflects the increased scale of the group after the acquisition
of Conforama. The company issued 132 million shares during June 2011 as part
of the financing of the Conforama acquisition. This contributed to the group
maintaining its net debt to equity ratio at 46%, within our self-imposed
gearing covenant of 50%. The net asset value
per share amounted to 2 056 cps (2010: 1 657 cps) despite an increase in the
number of issued shares to 1 641 million (2010: 1 408 million).
Debt
The group remains well capitalised with net debt at 30 June 2011 of R18.8
billion, translating to a net debt:equity ratio of 46% (2010: 34%). The
increased ratio reflects the funding accessed in respect of the Conforama
acquisition. All bridge financing relating to this acquisition was
successfully refinanced in the year under review as described under Corporate
activity below.
Following the refinancing of acquisition facilities, sufficient provision has
been made in respect of all Steinhoff Europe`s material facilities with
maturities falling within the next 18 months and its ongoing liquidity
requirements.
At 30 June 2011, the group had R6.3 billion (2010: R5.1 billion) cash and cash
equivalents and confirmed unutilised facilities of R13.4 billion (2010: R7
billion).
Working capital
The transformation of the business to an integrated retailer is most apparent
in the improvement in working capital management. During the period under
review the group released R259 million of working capital despite increased
activity levels.
The group`s policy of insuring its debtors, and all retailers to which we are
exposed in terms of retail participation, remains in place. As a result, the
group did not incur any significant bad debt during the year under review.
Cash flow
The group`s focus on cash generation over the last three years has again
resulted in an improvement of 26% in cash generated from operations of R7 202
million (2010: R5 698 million). This continued improvement reflects
management`s commitment of delivering sustainable earnings growth, supported
by solid cash generation thereby preserving the group`s cash resources and
liquidity profile. The quality of the group`s earnings is underscored by the
fact that the operating profit before capital items of R5 424 million is fully
represented and exceeded by cash generated from operations at R7 202 million.
Corporate activity
In addition to the corporate actions referred to in our interim results, the
group concluded the following corporate and financing transactions during the
year under review:
- In March 2011, Steinhoff issued a further convertible bond to raise an
amount of EUR467.5 million, before expenses. This bond related to 140.1
million underlying ZAR ordinary shares in Steinhoff at an initial conversion
premium of 32% above the reference price. The bond has a seven-year maturity,
and carries a coupon of 4.5% per annum.
- On 14 March 2011, Steinhoff announced the disposal of its South African
retail assets, being Unitrans Automotive and Steinbuild to JD for a
consideration of R3 168 million. This transaction was approved by the South
African Competition Authorities and the purchase consideration was settled
through an issue of new shares in JD and a payment in cash to Steinhoff. As a
result, JD became an associate company. As an integral part of this
transaction, a Steinhoff associate will acquire JD`s interests in Abra, the
Polish retail chain, for cash. The latter transaction has obtained the
approval of the Polish Competition authorities on 2 September 2011.
Steinhoff`s year-end shareholding in JD is approximately 30%.
- On 29 June 2011, Steinhoff Europe AG ("Steinhoff Europe") concluded a new
syndicated loan facility for an amount of EUR1 260 million, in aggregate. The
proceeds were used predominantly for refinancing purposes, including the
EUR780 million bridge facility raised for the acquisition of Conforama and the
EUR340 million syndicated loan facility which would have matured in 2013. As a
result, Steinhoff Europe`s debt maturity profile, with increased liquidity,
has been extended. This further enhances its credit profile as is evidenced by
the improved terms under the new senior unsecured facility. The facility
comprises three and five-year maturity terms and multicurrency revolving
components, which provides a sound base to support the group`s growth targets
for the medium term.
Outlook
During the year under review the group firmly established the future strategic
positioning of its constituent businesses into three distinct operating units:
- Steinhoff Europe, an integrated mass market retailer of furniture and
household goods, predominately serving the discount segment;
- Steinhoff Africa, a diversified industrial company operating in the
logistics, integrated timber and industrial raw materials sectors, including
our associate investment in KAP International Holdings Limited; and
- The associate company, JD Group Limited, an emerging market retailer of
furniture and household goods, motor vehicles and DIY products.
The directors are confident that the above repositioning establishes the base
and provides focus from which the separate operating units will continue to
deliver sustainable earnings growth in local currencies, within their
respective spheres of activity.
Len Konar
Non-executive chairman
Markus Jooste
Chief executive officer
6 September 2011
Declaration of capitalisation share award with cash distribution option
The board has resolved to award capitalisation shares from the share premium
account to shareholders recorded in the register at the close of business on
Friday, 2 December 2011 ("the share award"). However, shareholders will be
entitled to decline the share award or any part thereof and instead elect to
receive a cash distribution from the share premium account of 65 cents (2010:
63 cents) per share ("the capital distribution").
The last day to trade Steinhoff shares on the JSE to ensure that the purchaser
appears as a shareholder on the record date (2 December 2011) will be Friday,
25 November 2011. Shares will commence trading ex distribution from the
commencement of trading on Monday, 28 November 2011. Payment and issue date
will be Monday, 5 December 2011.
Share certificates may not be dematerialised or rematerialised between Monday,
28 November 2011, and Friday, 2 December 2011, both days inclusive.
The terms of the share award will be announced on Wednesday, 9 November 2011,
and documentation relating thereto will be posted by Thursday, 10 November
2011. Elections in respect of the capital distribution will close on Friday, 2
December 2011, at 12:00.
Shareholders are required to notify their duly appointed participant or broker
of their election in terms of the capital distribution.
Shareholders will have their CSDP or broker accounts credited with the share
award on Monday, 5 December 2011.
The capital distribution will be electronically transferred to the bank
accounts of certificated shareholders who utilise this facility on Monday, 5
December 2011. In all other instances of certificated holders, cheques dated 5
December 2011 or the relevant capitalisation share certificates will be posted
on or about that date. Shareholders who have dematerialised their shares will
have their accounts credited on 5 December 2011.
Stehan Grobler
Company secretary
6 September 2011
Other notes
1. Corporate governance
Steinhoff has embraced the recommendations of the King Report on Corporate
Governance and strives to provide reports to shareholders that are timely,
accurate, transparent and informative.
2. Social responsibility
Steinhoff continues to be recognised for its corporate social investment
activities. The group remains committed to the related initiatives and is
conscious of the needs in this regard.
3. Human resources
A constructive working relationship is maintained with our group employees and
the relevant unions. Ongoing skills and equity activities continue ensuring
compliance with current legislation.
4. Related-party transactions
The company entered into various related-party transactions.
These transactions are no less favourable than those arranged with third
parties.
5. Further events
No significant events have occurred in the period between the reporting date
and the date of this report.
For more detail on the group`s listed investments, shareholders are referred
to the results and/or corporate announcements and financial information of:
KAP International Holdings Limited - 6 September 2011 www.kapinternational.com
and JD Group Limited www.jdgroup.co.za
Selected explanatory notes
Statement of compliance
The consolidated annual financial statements from which these condensed
financial statements have been derived, have been prepared in accordance with
International Financial Reporting Standards (IFRS), the AC 500 standards as
issued by the Accounting Practices Board, the interpretations adopted by the
International Accounting Standards Board (IASB), and the information as
required by IAS 34 - Interim Financial Reporting.
Basis of preparation
The annual financial statements are prepared in millions of South African
rands (Rm) on the historical-cost basis, except for certain assets and
liabilities which are carried at amortised cost, and derivative financial
instruments and biological assets which are stated at their fair values.
Financial statements
The annual financial statements for the year have been audited by Deloitte &
Touche and their accompanying unmodified audit report as well as their
unmodified audit report on this set of summarised financial information is
available for inspection at the company`s registered office. Any reference to
future financial information included in the summarised financial information
has not been audited or reviewed. Full details of the group`s business
combinations for the year, additions and disposals of property, plant and
equipment as well as commitments and contingent liabilities will be included
in the group`s published consolidated financial statements.
Changes in accounting policies
The accounting policies of the group have been applied consistently to the
periods presented in the consolidated financial statements, except for the
adoption of:
IAS 12 Income Taxes: Deferred taxation: Recovery of underlying assets
IAS 32 Financial Instruments: Presentation: Accounting for rights issues
(including rights, options or warrants) that are denominated in a currency
other than the functional currency of the issuer
IFRIC 19 Extinguishing Financial Liabilities with Equity Instruments
Improvements to IFRSs
The group adopted IFRS 3 - Business Combinations: Additional guidance provided
on unreplaced and voluntarily replaced share-based payment awards from the
IASB`s Improvement to International Financial Reporting Standards for 2010.
The adoption of the improvement affected certain disclosures to the
consolidated financial statements.
Details of the implementation and adoption of the various IFRSs and IFRICs are
reflected in the published consolidated financial statements.
Annual general meeting
The annual general meeting will be held on Monday, 5 December 2011.
Changes in directorate
We would like to confirm the appointment of TLJ Guibert, CEO of Conforama, to
the board as well as M Nel who joined as alternate director.
Steinhoff Investment Holdings Limited
Registration number: 1954/001893/06
(Incorporated in the Republic of South Africa)
("Steinhoff Investment")
JSE share code: SHFF ISIN code: ZAE000068367
Declaration of dividend number 12 to preference shareholders
Preference shareholders are referred to the above results of Steinhoff for a
full appreciation of the consolidated results and financial position of
Steinhoff Investments.
The board of Steinhoff Investments has resolved to declare a dividend of 335
cents per preference share in respect of the period from 1 January 2011 up to
and including 30 June 2011 (the dividend period), payable on Monday, 31
October 2011, to those preference shareholders recorded in the books of the
company at the close of business on Friday, 28 October 2011. This dividend has
been determined on the basis of 75% of the prime bank overdraft lending rate
of Absa Bank Limited prevailing over the dividend period, applied to the
nominal value plus premium (of R100.00 per preference share, in the
aggregate).
The dividend is payable in the currency of South Africa.
2011
Last date to trade cum dividend Friday 21, October
Shares trade ex dividend Monday 24, October
Record date Friday 28, October
Payment date Monday 31, October
Share certificates may not be dematerialised or rematerialised between Monday,
24 October 2011, and Friday, 28 October 2011, both days inclusive.
On Monday, 31 October 2011, the preference dividend will be electronically
transferred to the bank accounts of preference shareholders. Preference
shareholders who have dematerialised their shares will have their accounts
credited on Monday, 31 October 2011.
Proposed taxation amendments
We refer to previous communications regarding the introduction of dividends
tax.
Dividends tax will come into operation with effect from 1 April 2012 and will
apply to all distributions to shareholders affected on or after that date. A
further announcement regarding the impact of dividends tax on the cumulative
non-redeemable non-participating preference shares will be made prior to the
effective date of dividends tax.
On behalf of the board of directors
Len Konar
Director
Piet Ferreira
Executive director
6 September 2011
Registered office:
28 Sixth Street
Wynberg
Sandton
2090
Republic of South Africa
Tel: +27 (11) 445 3000
Fax: +27 (11) 445 3094
Directors:
D Konar (chairman), MJ Jooste (chief executive officer), SF Booysen,
DC Brink, YZ Cuba, CE Daun*, HJK Ferreira, SJ Grobler, TLJ Guibert#,
JF Mouton, FJ Nel, FA Sonn, BE Steinhoff*, PDJ van den Bosch+,
DM van der Merwe
Alternate directors:
JNS du Plessis, KJ Grove, A Kruger-Steinhoff*, AB la Grange, M Nel
+Belgian #French *German non-executive
Company secretary:
SJ Grobler
Auditors:
Deloitte & Touche
Sponsor:
PSG Capital (Proprietary) Limited
Transfer secretaries:
Computershare Investor Services (Proprietary) Limited
70 Marshall Street
Johannesburg
2001
Website:
www.steinhoffinternational.com
Date: 06/09/2011 14:07:09 Produced by the JSE SENS Department.
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