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SHF
SHF
SHF - Steinhoff International Holdings Limited - Independent fairness opinion
regarding the small related party transaction with KAP International Holdings
Limited
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1998/003951/06)
Share Code: SHF ISIN: ZAE000016176
("Steinhoff" or "the Company")
INDEPENDENT FAIRNESS OPINION REGARDING THE SMALL RELATED PARTY TRANSACTION
WITH KAP INTERNATIONAL HOLDINGS LIMITED
1. Shareholders are referred to the announcement on SENS dated 18 October
2011 ("the Transaction Announcement") regarding the disposal by
Steinhoff Africa Holdings Proprietary Limited ("Steinhoff Africa")of the
Steinhoff Industrial Assets (as defined in the Transaction Announcement)
to KAP International Holdings Limited ("KAP"), in exchange for KAP
issuing shares and crediting a loan account in favour of Steinhoff
Africa(the "Transaction").
2. As stated in the Transaction announcement, in terms of the Listings
Requirements of the JSE Limited (the "JSE")(the "Listings
Requirements"), the Transaction is classified as a small related party
transaction for Steinhoff by virtue of Mr CE Daun being a director in
Steinhoff and a major shareholder of KAP. Accordingly, Steinhoff was
required to obtain a fairness opinion from an independent expert that
the terms and conditions of the Transaction are fair to Steinhoff
shareholders.
3. PricewaterhouseCoopers Corporate Finance Proprietary Limited was
appointed as the independent expert (the "Independent Expert") by the
board of directors of Steinhoff to provide a fairness opinion (the
"fairness opinion").
4. Accordingly, Steinhoff shareholders are now advised that:
4.1 written confirmation was received from the Independent Expert which
confirms that the terms and conditions of the Transaction are fair
to Steinhoff shareholders; and
4.2 the fairness opinion is available for inspection at Steinhoff`s
registered offices until 17 January 2012.
5. The JSE has also been provided with the Independent Expert`s fairness
opinion.
Wynberg Sandton
19 December 2011
Sponsor: PSG Capital Proprietary Limited
Independent Expert: PricewaterhouseCoopers Corporate Finance Proprietary
Limited
Investment Bank: Investec Bank Corporate Finance
Date: 19/12/2011 16:00:14 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.
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