| Tue 4 May 2004, 12:36 | | Steinhoff -- directors dealings |
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Steinhoff International Holdings Limited - Dealing In Securities By Directors
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/003951/06)
("Steinhoff")
Share code: SHF ISIN: ZAE000016176
DEALING IN SECURITIES BY DIRECTORS
Incentive Scheme
The Board of Steinhoff International Holdings Limited ("the Company" or "SIL")
herewith and pursuant to all formalities having been completed, which included
the approval in general meeting of shareholders on 1 December 2003, and with
approvals by the Board and Human Resources and Remuneration Committee, wish to
announce that:
1. incentives relating to 18,903,653 shares have been granted in terms of the
new Share Incentive Scheme to 20 participants, at effectively a nominal value of
0,5 (half) cent per share;
2. the effective date for the granting of the rights is 1 December 2003 ("the
effective date") and the incentives will mature in 1/3 (one third) tranches per
annum from the third anniversary of the effective date, provided the following
performance criteria have been achieved:
2.1 a compound growth in headline earnings per share ("HEPS") equal to or
exceeding the average growth of companies included in, and comprising the INDI
25 Index ("INDI 25") over a three-year period from the effective date; and
2.2 the volume weighted average traded share price of the Company over the 30
trading days immediately preceding the date of measurement ("the measurement
date") to exceed the results of the following formula:
(((a - b) b) + 1) x c
where
a = the INDI 25 at the measurement date;
b = the INDI 25 at the effective date; and
c = the share price of Steinhoff based on the (30 day) volume
weighted average share price at the effective date.
In the event of the criteria not being satisfied by the 3rd anniversary of the
effective date, the rights will be extended to the following years on a
cumulative basis, provided that if the criteria are not met by the end of the
financial year in which the 5th anniversary of the effective date falls, all
rights will lapse and no shares will be issued nor any amounts be due to any
participant.
In terms of Paragraph 3.63 of the Listings Requirements of the JSE Securities
Exchange South Africa ("JSE") ("the Listings Requirements"), the Board wishes to
inform shareholders of the incentives granted to the following officers:
MJ Jooste Chief Executive in 4,586,758
Officer, respect shares
of:
FJ Nel Finance in 752,725
Director, respect shares
of:
DM van der Executive in 1,902,588
Merwe Director, respect shares
of:
JHN van der Chief Financial in 2,195,091
Merwe Office, respect shares
of:
SJ Grobler Company in 807,519
Secretary, respect shares
of:
ST Schmidt Director, in 619,212
subsidiary* respect shares
of:
(* material subsidiary as defined in terms of Paragraph 3.35 of the Listings
Requirements)
DEALING IN SECURITIES
(a) Share Transfers
The Board has also been informed that certain of the shareholders which had
acted as Vendors at the time of listing of the Company on 23 September 1998 had
reserved shares for investment by or on behalf of certain members of management.
These shareholders, pursuant to discretionary arrangements, have informed the
Board on 30 April 2004 of the transfer of 3,269,629 shares at 675 cents per
share to the relevant transferees.
In terms of Paragraph 3.63 of the Listings Requirements, shareholders are
informed of the following transfers which have been effected, and which shares
are held indirectly and non-beneficially:
MJ Jooste Chief Executive in respect 1,688,242
Officer, of: shares
FJ Nel Finance in respect 527,129
Director, of: shares
DM van der Executive in respect 527,129
Merwe Director, of: shares
JHN van der Chief Financial in respect 527,129
Merwe Office, of: shares
(b) Share Purchase
It is further announced, in terms of Paragraph 3.63 of the Listings
Requirements, that a consortium of members of executive management has
indirectly beneficially purchased on 30 April 2004 by private purchase 33,458
million shares in the Company for a consideration of 881 cents per share as
follows:-
BE Steinhoff Executive in respect 9,125,000
Chairman, of: shares
MJ Jooste Chief Executive in respect 9,125,000
Officer, of: shares
FJ Nel Finance in respect 3,041,000
Director, of: shares
DM van der Executive in respect 4,708,750
Merwe Director, of: shares
JHN van der Chief Financial in respect 4,416,250
Merwe Office, of: shares
SJ Grobler Company in respect 3,042,000
Secretary, of: shares
Clearance had been granted in respect of the abovementioned transactions.
By order of the Board
SJ GROBLER
COMPANY SECRETARY
4 May 2004
Sponsor: PSG CAPITAL LIMITED
