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STEINHOFF INTERNATIONAL HOLDINGS LIMITED - STEINHOFF`S INVESTMENT IN UNITRANS
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`)
STEINHOFF`S INVESTMENT IN UNITRANS LIMITED
In terms of a shareholders agreement entered into between Steinhoff and Murray &
Roberts Holdings Limited (`M&R`) on 30 June 2000, Steinhoff and M&R enjoy
reciprocal pre-emptive rights in respect of their respective shareholdings in
Unitrans Limited (`Unitrans`). Steinhoff currently holds approximately 26% of
Unitrans`s issued share capital.
On 31 August 2004, Steinhoff was formally informed by M&R that it had received
an offer from a third party for all of its 34 216 680 ordinary shares in
Unitrans (constituting approximately 44% of Unitrans`s current issued share
capital) (`the Unitrans shares`) held through a subsidiary of M&R, United
General Investments (Proprietary) Limited (`UGI`) (`the third party offer`).
In accordance with the terms of the pre-emptive rights, UGI has offered the
Unitrans shares to Steinhoff (`the pre-emptive offer`). The pre-emptive offer
contains mutatis mutandis the same terms and conditions as the third party
offer.
Shareholders are advised that Steinhoff has accepted the pre-emptive offer.
Steinhoff will either:
- acquire the Unitrans shares; or
- place the Unitrans Shares with third party investors; or
- a combination of the above.
The placement of shares with third party investors will be implemented in
accordance with procedures approved by the JSE Securities Exchange South Africa
and in terms of the Securities Regulation Code on Take-overs and Mergers and the
Rules of the Securities Regulation Panel (`the SRP Code`).
Steinhoff will advise shareholders by not later than 4 October 2004 of the
number of shares it has elected to acquire for its own account and / or place
with third party investors. In the event that Steinhoff`s election results in
its shareholding in Unitrans increasing to 35% or more, thereby giving rise to a
mandatory offer to Unitrans shareholders, as contemplated in the SRP Code,
Steinhoff will make such mandatory offer to all the holders of Unitrans ordinary
shares, other than Steinhoff Africa Holdings (Proprietary) Limited, as required
by the SRP Code (`the minority offer`). In the event of Steinhoff`s election
giving rise to the minority offer, Steinhoff will procure the submission of the
necessary confirmation to the SRP as to the adequacy of its resources to
implement the minority offer in full in accordance with its terms.
The salient terms of the third party offer include:
- a cum-dividend price of R28,00 per Unitrans share, subject to certain
adjustments based on the audited financial statements of Unitrans for the
year ended 30 June 2004. Shareholders are advised that Unitrans has
declared a dividend of R1,00 per share in respect of its financial year
ended 30 June 2004, payable on 4 October 2004;
- in the event that the purchase price payable to M&R has not been paid, due
to outstanding regulatory approvals the most notable of which being the
issue of a clearance certificate by the Competition Authorities, by 28
February 2005, the purchase price will accrue interest from 1 March 2005 to
date of payment at 70% of the publicly quoted prime rate of interest on
overdraft from time to time.
The acquisition of further shares in Unitrans, whether it be the acquisition by
Steinhoff of a controlling interest, or otherwise, will not have a material
effect on the headline earnings, earnings and net asset value per Steinhoff
share.
Wynberg
3 September 2004
Corporate adviser and sponsor Legal adviser
PSG CAPITAL LIMITED HOFMEYR HERBSTEIN GIHWALA INC
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