| Fri 17 Oct 2003, 9:40 | | TERMS OF CAPITALISATION SHARE AWARD |
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STEINHOFF INTERNATIONAL HOLDINGS LIMITED - TERMS OF CAPITALISATION SHARE AWARD
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")
TERMS OF CAPITALISATION SHARE AWARD AND ELECTION TO RECEIVE A CASH DIVIDEND IN
LIEU THEREOF
Shareholders are referred to the results announcement dated 9 September 2003 and
are 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 dividend in lieu thereof.
TERMS OF THE SHARE AWARD
Shareholders recorded in the register of Steinhoff at the close of business on
Friday, 7 November 2003 ("the record date"), will be eligible for the share
award and/or the cash dividend. The last day to trade in order to be entitled
to participate in the share award will be Friday, 31 October 2003.
Shareholders will receive capitalisation shares in the company unless they elect
to receive the final cash dividend of 18 cents per share in respect of the
financial year ended 30 June 2003.
The rounded number of capitalisation shares to which shareholders will become
entitled will be determined by multiplying the number of ordinary shares held by
the shareholder by a ratio. The ratio will be arrived at by multiplying 18
cents per share by a factor of 1,17647 and dividing the result with by lower of:
the volume weighted average traded price per Steinhoff share on the JSE
Securities Exchange South Africa ("the JSE") over the 3 (three) trading days up
to and including Thursday, 23 October 2003; and
680 cents per share, being the closing market price of a Steinhoff share on
Wednesday, 15 October 2003, being the last practicable trading day immediately
prior to the finalisation and release of this announcement on SENS on Thursday,
16 October and in the press on Friday, 17 October 2003.
The rounded number of capitalisation shares to which a shareholder will be
entitled will be calculated on the following basis:
Capitalisation share entitlement
= number of shares held at the record date x 18 cents per share x 1,17647
Issue price
The factor of 1,17647 has been determined with a view to take into account any
Capital Gains Tax ("CGT") that a shareholder who elects the share award may
incur on the shares that he/she/it will receive in terms of such award for no
consideration. This factor effectively results in the capitalisation shares
being issued at a discount of 15% to the applicable market price of a Steinhoff
share, which percentage is equal to the effective CGT rate payable by corporate
tax payers. More information on the effects on a shareholder of electing the
share award in lieu of the cash dividend, will be contained in the documentation
referred to below.
Fractions
Trading in the STRATE environment 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 dividend should note that if same amounts to less than R5,00 per
individual shareholder, that shareholder will not be paid a dividend and the
aggregated amounts of such entitlements will be donated to the Nelson Mandela
Children"s" Fund.
LISTING OF CAPITALISATION SHARES
Application will be made to the JSE for the maximum possible number of
capitalisation shares to be issued in terms of the capitalisation award to be
listed with effect from the commencement of business on Monday, 3 November 2003.
An adjustment of the number of capitalisation shares listed will be made on
Tuesday, 11 November 2003, in accordance with the actual elections made.
GENERAL
Documentation dealing with the share award and the procedure required for
electing the cash dividend, will be posted to shareholders on Friday, 17 October
2003. In order to be valid, completed forms of election must be received by
Steinhoff"s transfer secretaries by no later than 12:00 on Friday, 7 November
2003.
The results of the share award will be published on SENS on Monday, 10 November
2003 and in the press on Tuesday, 11 November 2003.
Share certificates, where applicable, and/or dividend cheques will be posted to
certificated shareholders, at the risk of such shareholders on or about Monday,
10 November 2003. CSDP/Broker accounts will be updated/credited in respect of
dematerialised shareholders according to their election on Monday, 10 November
2003.
Wynberg, Sandton
17 October 2003
SPONSOR
PSG CAPITAL LIMITED
(Incorporated in the Republic of South Africa
registration number 2003/017632/06)
Date: 17/10/2003 07:16:07 AM Produced by the JSE SENS Department
