| Fri 17 Nov 2006, 17:57 | | Steinhoff - Proposal To Minority Shareholders By S |
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SHF
SHF
Steinhoff - Proposal To Minority Shareholders By Steinhoff International
Holdings Limited ("SIL") And Steinhoff Europe AG ("SE")
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 1998/003951/06)
("Steinhoff")
Share Code: SHF & ISIN: ZAE000016176
SENS RELEASE
FOR INFORMATION PURPOSES ONLY
17th November 2006
STEINHOFF INTERNATIONAL HOLDINGS LIMITED ("Steinhoff" or "the Company")
The following announcement was released in London today by Homestyle Group
Plc, a 61% held subsidiary of Steinhoff International Holdings Limited:
"HOMESTYLE GROUP PLC ("Homestyle" or "the Company")
PROPOSAL TO MINORITY SHAREHOLDERS BY STEINHOFF INTERNATIONAL HOLDINGS
LIMITED ("SIL") AND STEINHOFF
EUROPE AG ("SE")
Following the recapitalization of Homestyle concluded in July 2005 ("the
recapitalization"), Steinhoff Europe AG, a wholly owned subsidiary of
Steinhoff International Holdings Limited, acquired a 61% interest in
Homestyle. SIL is listed in Johannesburg on the JSE Limited.
Recent purchases of Homestyle shares by large shareholders have led to the
combined shareholding of the Company"s top three shareholders, together
with the holding of the Employee Benefit Trust, exceeding 75%, bringing the
free-float of Homestyle, as defined and prescribed by the rules and
requirements of the UK Listing Authority, to below 25%. This will result in
the Company being requested to restore its free-float, failing which within
a period of time, its listing may be suspended. Consequently, SIL and SE
have approached the Homestyle Board with a proposal to acquire all those
Homestyle shares SE does not already own. Discussions are at an advanced
stage.
The offer, were it to be made, would comprise a cash offer of 100 pence per
Homestyle Ordinary Share. The offer would also include a SIL share
alternative whereby Homestyle shareholders would be able to elect to
receive a minimum of 0.736 SIL ordinary shares for each of their Homestyle
Ordinary Shares. At last night"s closing market price of a SIL ordinary
share of 23.82 ZAR, and based upon the prevailing exchange rate, the share
alternative values each Homestyle Ordinary Share at approximately 128
pence.
The share alternative is considered appropriate for the purposes of
availing those minority shareholders who followed their rights pursuant to
the recapitalization and /or remained invested as shareholders in
Homestyle, with an opportunity to continue to participate in the recovery
of Homestyle (indirectly through SIL) and the global, vertically integrated
business model and strategy of SIL.
At the time of the announcement of its unaudited preliminary results for
the 61 weeks ended 1 July 2006, made on 30 August 2006, Homestyle indicated
that trading conditions within the markets in which it operates were
testing for its businesses, but that decisive actions were contributing to
improvements in the business and better positioned trading operations.
Despite an increasingly competitive market, the Beds division has been
rejuvenated by the appointment of new management over the last year and is
back on an expansion track following the loss of some major concession
partnerships in 2005/6. From September `06 to December `06 23 new stores
will have opened. The stores that have already opened are currently
trading in line with plan.
The Harveys furniture division continues to face challenging conditions.
The organisation has been restructured in recent months and distribution
systems have been improved. Additional marketing and product support has
been given by the Group"s majority shareholder, SE, to assist in realising
the longer term ambitions for the business. In particular, we have already
made progress in improving elements of our product offer for the important
post Christmas trading period. Six smaller stores have been closed as the
most appropriate store model to generate success is refined. However, as
we have consistently indicated, the recovery is of a long-term nature.
The Group is about to enter its key trading period for the financial year,
which will determine the outcome for the year, and is making early progress
in addressing the historic weaknesses in the business.
A further announcement will be made in due course. Meanwhile, given the
likelihood of the offer being made by SIL, shareholders are advised to
exercise caution in dealing in their Homestyle shares until further
information is forthcoming.
This announcement has been made with the consent of SIL and SE.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers
("the Code"): Homestyle confirms that it has 259 075 848 ordinary shares of
25 pence each in issue and admitted to trading on the London Stock Exchange
under the LSE code: "HME" and UK ISIN code GB0007501348."
ENQUIRIES
Steinhoff International Holdings Limited
Piet Ferreira/Stehan Grobler
Tel: 011 445-3000
The offer will be subject to the UK City Code on Takeovers and Mergers
("the Code").
1. In accordance with Rule 2.10 of the Code, Steinhoff confirms that it
has 1 146 234 148 ordinary shares of 0,005 ZAR each in issue and admitted
to trading on the JSE Limited under the JSE code: "SHF" and ISIN code: ZAR
000016176.
2. The following disclosure requirements apply under the Code:
2.1 Under the provisions of Rule 8.3 of the Code, if any person is, or
becomes, "interested" (directly or indirectly) in 1% or more of any class
of "relevant securities" of Steinhoff, all "dealings" in any "relevant
securities" of Steinhoff (including by means of an option in respect of, or
a derivative referenced to, any such "relevant securities") must be
publicly disclosed by no later than 3.30 pm (London time) on the London
business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn
or on which the "offer period" otherwise ends. If two or more persons act
together pursuant to an agreement or understanding, whether formal or
informal, to acquire an "interest" in "relevant securities" of Steinhoff
they will be deemed to be a single person for the purpose of Rule 8.3.
2.2 Under the provisions of Rule 8.1 of the Code, all "dealings" in
"relevant securities" of Steinhoff by the potential offeror or Homestyle,
or by any of their respective "associates", must be disclosed by no later
than 12.00 noon (London time) on the London business day following the date
of the relevant transaction.
2.3 A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such
securities in issue, can be found on the Takeover Panel"s website at
www.thetakeoverpanel.org.uk. Specimen disclosure forms are available on
such website. Public disclosures should follow the format of those forms.
2.4 "Interests in securities" arise, in summary, when a person has long
economic exposure, whether conditional or absolute, to changes in the price
of securities. In particular, a person will be treated as having an
"interest" by virtue of the ownership or control of securities, or by
virtue of any option in respect of, or derivative referenced to,
securities. Terms in quotation marks are defined in the Code, which can
also be found on the Takeover Panel"s website. If you are in any doubt as
to whether or not you are required to disclose a "dealing" under Rule 8,
you should consult the Takeover Panel.
17 November 2006
Date: 17/11/2006 05:57:32 PM Produced by the JSE SENS Department
