| Wed 9 Nov 2011, 17:05 | | SHF - Steinhoff - Terms of the capitalisation share award and the |
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SHF
SHF
SHF - Steinhoff - Terms of the capitalisation share award and the
election to receive a cash distribution in lieu thereof
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
TERMS OF THE CAPITALISATION SHARE AWARD AND THE ELECTION TO RECEIVE A
CASH DISTRIBUTION IN LIEU THEREOF
INTRODUCTION
Shareholders are referred to the announcement of the Company`s audited
results for the year ended 30 June 2011 released on the Securities
Exchange News Service ("SENS") on 6 September 2011 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, 2 December 2011 ("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,
25 November 2011. Shareholders will receive capitalisation shares in the
Company unless they elect to receive the final cash distribution of 65
cents per share for the financial year ended 30 June 2011 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 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 R1 076 450
690 (being 1 656 077 985 shares multiplied by 65 cents per share), or, in
the event that all shareholders elect to retain the share award, the
maximum of 66 243 119 shares multiplied by the issue price (which will be
calculated as described below). This maximum amount is 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 3.80 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, 16 November 2011 ("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 R72.22 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
4.00 capitalisation shares for every 100 Steinhoff shares held.
Therefore, the maximum number of potential capitalisation shares
that will be issued by the Company is 66 243 119; or
- more than R81.25 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 20%) 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 R81.25 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 17 November 2011 and 18 November 2011, 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,
11 November 2011. 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, 2 December
2011.
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, 5 December 2011 and in the press on Tuesday, 6 December 2011.
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, 5
December 2011. CSDP/broker accounts will be updated/credited in respect
of dematerialised shareholders according to their election on Monday, 5
December 2011.
Johannesburg
9 November 2011
Company Secretary: Steinhoff Africa Secretarial Services (Proprietary)
Limited
Sponsor: PSG Capital (Proprietary) Limited
Date: 09/11/2011 17:05:00 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.
