| Tue 23 Jan 2007, 7:48 | | SHF - Steinhoff - Homestyle Group Plc Results of |
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SHF
SHF
SHF - Steinhoff - Homestyle Group Plc Results of Court Meeting and
Extraordinary General Meeting
Steinhoff International Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration Number 1998/003951/06)
Share code: SHF & ISIN: ZAE000016176
("Steinhoff")
The following announcement was released in London by Homestyle Group Plc, a
61% held subsidiary of Steinhoff:
"NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, AUSTRALIA OR JAPAN
19 January 2007
FOR IMMEDIATE RELEASE HOMESTYLE GROUP PLC ("HOMESTYLE")
RESULTS OF COURT MEETING AND EXTRAORDINARY GENERAL MEETING
The Court Meeting and Extraordinary General Meeting of Homestyle in
connection with the recommended Proposals by Steinhoff International
Holdings Limited and Steinhoff Europe AG (together, "Steinhoff"), to acquire
the minority shareholdings in Homestyle, were held today.
Homestyle announces that the resolutions to approve the Proposals, to be
effected by means of a scheme of arrangement under section 425 of the
Companies Act 1985, were passed by the requisite majorities at each meeting.
At the Court Meeting, the voting was held on a poll and the votes of those
Homestyle Shareholders who cast votes either in person or by proxy are
summarised in the following table:
For Against
Number of votes 52,341,688 9,392
Number of voters 423 20
The votes cast in favour of the Proposals at the Court Meeting, either in
person or by proxy, therefore represented 99.98 per cent of the total votes
cast.
At the EGM the resolution to approve the related reclassification of
Homestyle`s issued shares, the reduction of its issued share capital and
amendments to Homestyle`s articles of association was passed unanimously on
a show of hands. Proxy votes were received as to 52,315,004 in favour of the
resolution, 14,227 against the resolution and 70,536 abstaining.
The Proposals remain subject to the satisfaction or waiver of the other
conditions set out in Part 3 of the circular issued by Homestyle on 22
December 2006 in connection with the Proposals (the "Scheme Circular"), in
particular the approval of the scheme of arrangement and the reduction of
capital by the Court.
Homestyle Shareholders are reminded of the following expected dates:
Last day of dealings in, and for registration
of transfers of, Homestyle Shares 14 February 2007
Registration of transfers of Homestyle Shares
suspended 4.30 p.m. on 14 February 2007
Latest time for lodging green Form of
Election (all Homestyle Shareholders) and for
TTE instructions to settle (CREST holders of
Homestyle Shares only) 4.30 p.m. on 14 February 2007
Scheme Record Time 6.00 p.m. on 14 February 2007
Court Hearing (to sanction the Scheme and to
confirm the associated reduction of capital) 15 February 2007
Effective Date of the Scheme 19 February 2007
Delisting of Homestyle Shares 8.00 a.m. on 19 February 2007
Crediting of accounts in STRATE (the South
African equivalent of CREST) and dealings in
New Steinhoff Shares in dematerialised form
commence on the JSE 9.00 a.m. on 19 February 2007
Latest date for despatch of cheques and share
certificates in respect of New Steinhoff
Shares to be held in certificated form 5 March 2007
Terms defined in the Scheme Circular have the same meanings when used in
this announcement.
Enquiries:
Homestyle Group PLC
Rian du Plessis (on 19/1/2007 contact at +44 +44 (0) 1925 647200
(0) 20 7796 4133)
Tim Kowalski (on 19/1/2007 contact at +44 (0) +44 (0) 1925 647200
20 7796 4133)
Hawkpoint Partners Limited (Financial adviser to Homestyle)
Christopher Darlington +44 (0) 20 7665 4563
Hudson Sandler Limited (PR adviser to Homestyle)
Andrew Hayes +44 (0) 20 7796 4133
Jessica Rouleau +44 (0) 20 7796 4133
Steinhoff International
Piet Ferreira +27 (0)11 445 3061
Stehan Grobler +27 (0)11 445 3050
Citigroup (Financial adviser to Steinhoff)
Ian Hart +44 (0)20 7986 4000
Mark Todd +44 (0)20 7986 4000
Hawkpoint Partners Limited, which is authorised and regulated by the
Financial Services Authority, is acting for Homestyle Group PLC and no one
else in connection with the Proposals and will not be responsible to anyone
other than Homestyle Group PLC for providing the protections afforded to
clients of Hawkpoint or for providing advice in relation to the Proposals,
the contents of this Announcement or any transaction or arrangement referred
to in this Announcement.
Citigroup, which is authorised and regulated by the Financial Services
Authority, is acting for Steinhoff International Holdings Limited and
Steinhoff Europe AG and no one else in connection with the Proposals and
will not be responsible to anyone other than Steinhoff International
Holdings Limited and Steinhoff Europe AG for providing the protections
afforded to clients of Citigroup or for providing advice in relation to the
Proposals, the contents of this Announcement or any transaction or
arrangement referred to in this Announcement.
This communication does not constitute an offer to sell or invitation to
purchase or subscribe for any securities or the solicitation of an offer to
buy securities, or the solicitation of any vote or approval, in any
jurisdiction pursuant to the Proposals or otherwise. Any response in
relation to the Proposals should only be made on the basis of the
information contained in the Scheme Document."
Sponsor: PSG Capital Limited
Date: 23/01/2007 07:48:01 Produced by the JSE SENS Department.
