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ABRIDGED PROSPECTUS
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(FORMERLY VENDIBLE PROPERTIES (PROPRIETARY) LIMITED)
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 98/03951/06)
("STEINHOFF" OR "THE COMPANY")
ABRIDGED PROSPECTUS
RELATING TO:
*A PREFERENTIAL OFFER FOR SALE TO ORDINARY SHAREHOLDERS IN UNISPIN HOLDINGS
LIMITED ("UNISPIN") REGISTERED AS SUCH ON FRIDAY, 4 SEPTEMBER 1998 ("THE RECORD
DATE"), OF 20 407 400 ORDINARY SHARES OF 0,5 CENT EACH IN THE
SHARE CAPITAL OF STEINHOFF ("SHARES") IN THE RATIO OF 4 SHARES FOR EVERY 100
UNISPIN SHARES HELD AT THE RECORD DATE AT A PRICE OF 400 CENTS PER SHARE ("THE
UNISPIN OFFER"); AND
*A PREFERENTIAL OFFER FOR SALE TO BUSINESS ASSOCIATES, STAFF AND CLIENTS OF
STEINHOFF OF 26 000 000 SHARES IN STEINHOFF AT A PRICE OF 400 CENTS PER SHARE
("THE PREFERENTIAL OFFER"),
(COLLECTIVELY, "THE OFFERS").
OPENING DATE OF THE OFFERS (09:00) WEDNESDAY, 9 SEPTEMBER 1998
CLOSING DATE OF THE OFFERS (12:00) FRIDAY, 18 SEPTEMBER 1998
ANTICIPATED LISTING DATE (09:30) WEDNESDAY, 23 SEPTEMBER 1998
THE SHARES OFFERED FOR SALE IN TERMS OF THE PROSPECTUS RANK PARI PASSU IN ALL
RESPECTS WITH THE EXISTING SHARES OF STEINHOFF IN ISSUE.
SUBJECT TO OBTAINING A SPREAD OF SHAREHOLDERS ACCEPTABLE TO THE JOHANNESBURG
STOCK EXCHANGE ("JSE"), THE LISTING OF 650 000 000 STEINHOFF SHARES HAS BEEN
GRANTED BY THE JSE IN THE INDUSTRIAL - "FURNITURE, HOUSEHOLD & ALLIED" SECTOR
OF THE JSE LISTS, UNDER THE ABBREVIATED NAME "STEINHOFF".
AN ENGLISH COPY OF THE PROSPECTUS WAS REGISTERED BY THE REGISTRAR OF COMPANIES
ON 1 SEPTEMBER 1998, IN TERMS OF SECTION 155(1) OF THE COMPANIES ACT, 1973 (ACT
61 OF 1973), AS AMENDED.
THIS ANNOUNCEMENT CONTAINS THE SALIENT INFORMATION IN RESPECT OF THE UNISPIN
OFFER AND THE PREFERENTIAL OFFER OF SHARES IN STEINHOFF, WHICH ARE MORE FULLY
DESCRIBED IN THE PROSPECTUS TO BE ISSUED TODAY. FOR A FULL APPRECIATION
THEREOF, THE COMPLETE PROSPECTUS, WHICH IS AVAILABLE ON REQUEST AS DETAILED IN
PARAGRAPH 8 BELOW, SHOULD BE READ IN ITS ENTIRETY.
1. DETAILS OF THE OFFERS
OFFER PRICE PER SHARE (CENTS) 400
FORWARD PRICE: EARNINGS MULTIPLE (TIMES) 13,0
STEINHOFF SHARES OFFERED FOR SALE:
*IN TERMS OF THE UNISPIN OFFER 20 407 400
*IN TERMS OF THE PREFERENTIAL OFFER 26 000 000
PRIOR TO THE ISSUE OF THE PROSPECTUS, 130 000 000 SHARES WERE PLACED WITH
INSTITUTIONS AT 400 CENTS PER SHARE ("THE PRIVATE PLACEMENT"). THESE
INSTITUTIONS HAVE SUBSCRIBED FOR THE FULL 130 000 000 SHARES, THEREBY RAISING
R520 000 000. OF THESE SHARES, 46 407 400 SHARES ARE BEING PREFERENTIALLY
OFFERED FOR SALE IN TERMS OF THE UNISPIN OFFER AND THE PREFERENTIAL OFFER.
2. IMPORTANT TIMES AND DATES
1998
RECORD DATE IN RESPECT OF THE UNISPIN OFFER FRIDAY, 4 SEPTEMBER
OPENING DATE OF THE OFFERS (09:00) WEDNESDAY, 9 SEPTEMBER
CLOSING DATE OF THE OFFERS (12:00) FRIDAY, 18 SEPTEMBER
LAST DATE FOR LATE POSTAL ACCEPTANCES
IN RESPECT OF THE UNISPIN OFFER (12:00) TUESDAY, 22 SEPTEMBER
ANTICIPATED LISTING DATE UNDER THE NAME STEINHOFF IN
THE INDUSTRIAL - FURNITURE, HOUSEHOLD & ALLIED
SECTOR OF THE JSE LISTS WEDNESDAY, 23 SEPTEMBER
REFUND CHEQUES IN RESPECT OF THE UNISPIN OFFER MAILED FRIDAY, 25 SEPTEMBER
SHARE CERTIFICATES MAILED FRIDAY, 25 SEPTEMBER
3. HISTORY AND NATURE OF BUSINESS
STEINHOFF IS AN INVESTMENT HOLDING COMPANY WHICH WAS INCORPORATED AS VENDIBLE
PROPERTIES (PROPRIETARY) LIMITED ON 3 MARCH 1998. ON 28 MAY 1998, THE COMPANY
CHANGED ITS NAME TO STEINHOFF INTERNATIONAL HOLDINGS (PROPRIETARY) LIMITED, AND
ON 25 JUNE 1998, IT WAS CONVERTED TO A PUBLIC COMPANY. WITH EFFECT FROM 31
AUGUST 1998, STEINHOFF ACQUIRED THE ENTIRE ISSUED SHARE CAPITAL AND LOAN
ACCOUNTS OF STEINHOFF AFRICA HOLDINGS (PROPRIETARY) LIMITED ("STEINHOFF
AFRICA"), STEINHOFF EUROPE AG ("STEINHOFF EUROPE") AND STEINHOFF GERMANY GMBH
("STEINHOFF GERMANY") (COLLECTIVELY, "THE STEINHOFF GROUP") ("THE MERGER").
STEINHOFF AFRICA, STEINHOFF EUROPE AND STEINHOFF GERMANY ARE INVESTMENT HOLDING
COMPANIES, HOUSING THE STEINHOFF GROUP'S OPERATING COMPANIES IN THEIR
RESPECTIVE GEOGRAPHICAL AREAS AND WERE INCORPORATED FOR THE PURPOSES OF
FACILITATING THE MERGER AND THE PROSPECTIVE LISTING ON THE JSE.
STEINHOFF IS AN INTEGRATED LIFESTYLE SUPPLIER THAT MANUFACTURES, WAREHOUSES AND
DISTRIBUTES FURNITURE, BEDDING AND CASE GOODS. STEINHOFF'S CORE COMPETENCY IS
THE ESTABLISHMENT OF FACTORIES IN EMERGING ECONOMIES WITH SIGNIFICANT COST
ADVANTAGES, THE INTRODUCTION OF A COMPETENT CORE MANAGEMENT TEAM, AND THE
SUPPLYING OF PRODUCTS INTO DEVELOPED ECONOMIES. STEINHOFF IS AMONGST THE TOP
FIVE FURNITURE GROUPS IN EUROPE AND THE SECOND LARGEST FURNITURE GROUP IN
AFRICA.
THE STEINHOFF GROUP HAS MANUFACTURING OPERATIONS IN GERMANY, POLAND, HUNGARY,
THE UKRAINE AND SOUTH AFRICA AND OPERATES ITS OWN DISTRIBUTION NETWORKS IN
AUSTRIA, THE BENELUX COUNTRIES, FRANCE, THE UNITED KINGDOM, RUSSIA, CHINA
(INCLUDING HONG KONG), MALAYSIA, SCANDINAVIA, SOUTH AFRICA AND TURKEY. ITS
SOUTH AFRICAN BRAND NAMES INCLUDE STEINHOFF, GOMMAGOMMA, BAKKER & STEYGER,
VICTORIA LEWIS, BEECHFURN, LOUNGEFURN, BEDFURN AND SIMMONS. TODAY, STEINHOFF
COMPRISES A GLOBAL FURNITURE MANUFACTURING GROUP WITH 43 FACTORIES SPREAD
ACROSS EUROPE AND SOUTH AFRICA EMPLOYING IN EXCESS OF 10 800 PEOPLE AND,
INCLUDING ITS ASSOCIATES, GENERATING SALES IN EXCESS OF R3 BILLION.
COMPETITIVE ADVANTAGES OF THE STEINHOFF GROUP INCLUDE:
3.1 STEINHOFF MANUFACTURES A FULL RANGE OF FURNITURE PRODUCTS OF HIGH AESTHETIC
VALUE AND TECHNICAL VARIABILITY. UPHOLSTERED PRODUCTS INCLUDE LEATHER AND
FABRIC. PRODUCT RANGES INCLUDE MODERN AND CLASSIC DESIGNS. PRICE POINTS COVER
THE FULL SPECTRUM OF CONSUMER TASTES AND INCOME LEVELS.
3.2 STEINHOFF HAS ACCESS TO CHEAP RAW MATERIALS SUCH AS HIGH QUALITY
PARTICLEBOARD, PINE AND TIMBER SOURCED FROM SOUTH AFRICA, ESTONIA, RUSSIA AND
POLAND. IN VIEW OF THE CLOSE PROXIMITY OF THE MAJORITY OF STEINHOFF'S PLANTS TO
THESE SOURCES, TRANSPORT COSTS ARE RELATIVELY LOW AND RELIABILITY OF SUPPLIES
IS GOOD.
3.3 STEINHOFF WILL COMMENCE ITS LISTING WITH LITTLE DEBT. GIVEN THE CASH
GENERATIVE CAPACITY OF ITS SUBSIDIARIES, FUTURE GROWTH WILL BE FUNDED FROM
INTERNALLY-GENERATED CASH, LEAVING ONLY FACTORY EXPANSION AND ACQUISITIONS TO
BE FUNDED FROM LIMITED DEBT.
4. PROSPECTS OF THE STEINHOFF GROUP
4.1 STEINHOFF IS EXPERIENCING A GROWING MARKET SHARE IN THE EUROPEAN FURNITURE
MARKET, PARTICULARLY IN UPHOLSTERED PRODUCTS, WHERE GROWTH HAS BEEN IN EXCESS
OF 20% PER ANNUM OVER THE PAST 11 YEARS. THIS GROWTH IS EXPECTED TO CONTINUE,
GIVEN STEINHOFF'S SUPERIOR DESIGNS AND ABILITY TO DEVELOP PRODUCTS TO MATCH THE
CHANGING NEEDS OF CONSUMERS.
4.2 BEING ONE OF THE LARGEST FURNITURE MANUFACTURERS IN GERMANY, STEINHOFF'S
SUCCESSES IN THAT COUNTRY SUGGEST THAT THE STEINHOFF GROUP IS WELL PLACED TO
REPLICATE THESE SUCCESSES IN THE OTHER PRINCIPAL EUROPEAN NATIONS, SUCH AS
FRANCE, ITALY AND THE UNITED KINGDOM.
4.3 STEINHOFF IS IDEALLY POSITIONED TO PENETRATE THE NEW EURO-DENOMINATED
SINGLE CURRENCY MARKET. THE IMPLICATIONS OF A SINGLE CURRENCY COMMUNITY INCLUDE
COMMON PRICING, FAVOURING LOW COST PRODUCERS SUCH AS STEINHOFF, MORE EFFECTIVE
DISTRIBUTION AND NO DUTY STRUCTURES. STEINHOFF'S GEOGRAPHIC SPREAD ALSO
PROVIDES IT WITH ADVANTAGES IN TERMS OF EASE OF DISTRIBUTION THROUGHOUT EUROPE
AND INTO THE EMERGING EUROPEAN MARKETS.
4.4 STEINHOFF IS CURRENTLY THE THIRD LARGEST MANUFACTURER OF UPHOLSTERED
PRODUCTS IN EUROPE. THE STEINHOFF GROUP RECENTLY ENTERED THE CASE GOODS MARKET
AND INTENDS TO GROW ITS POSITION IN THIS MARKET AGGRESSIVELY.
4.5 STEINHOFF IS CURRENTLY INVOLVED IN SIGNIFICANT PRODUCTION EXPANSION,
PRIMARILY IN POLAND. THE NEW FACILITIES ARE BEING ESTABLISHED IN SPECIAL
TAX-FREE DESIGNATED ZONES IN SOUTHERN POLAND, CLOSE TO THE GERMAN BORDER, AND
WILL NOT BE LIABLE FOR TAXATION FOR 10 YEARS FROM DATE OF ESTABLISHMENT, WITH A
FURTHER 10 YEARS THEREAFTER AT 50% OF THE NORMAL TAX RATE. AS THESE FACILITIES
COME ON STREAM, THEY WILL FURTHER INCREASE THE STEINHOFF GROUP'S PROFITABILITY.
4.6 STEINHOFF'S STRATEGY OF DEVELOPING A SIGNIFICANT MANUFACTURING STRUCTURE IN
POLAND AND HUNGARY IS DESIGNED TO ENABLE THE STEINHOFF GROUP'S COST BASE TO
BECOME SUBSTANTIALLY LOWER THAN THAT OF ITS COMPETITORS. LABOUR COSTS IN POLAND
AVERAGE AROUND 10% WITH HUNGARY'S AVERAGE BEING AROUND 14% OF THOSE PAYABLE IN
GERMANY. SUCH LOWER COSTS HAVE ENABLED STEINHOFF TO MAINTAIN EXCEPTIONALLY
COMPETITIVE PRICING STRUCTURES IN EUROPE, WITHOUT COMPROMISING ON QUALITY AND
DESIGN. WITH FURTHER INCREASES IN PRODUCTION SCHEDULED FOR POLAND, THE
STEINHOFF GROUP'S PRICING ADVANTAGES ARE EXPECTED TO IMPROVE.
4.7 STEINHOFF'S EXISTING POLISH OPERATIONS ARE EXPECTED TO DELIVER SIGNIFICANT
EFFICIENCY IMPROVEMENTS, DUE TO THEIR CONTINUOUS TRAINING PROGRAMMES, AS WELL
AS THE INTRODUCTION OF MODERN MANUFACTURING EQUIPMENT. IT IS EXPECTED THAT
THESE EFFICIENCY ENHANCEMENTS WILL ENABLE POLISH FACTORIES TO DELIVER THE SAME
LEVELS OF OUTPUT AND EFFICIENCY AS THEIR GERMAN COUNTERPARTS, ALBEIT AT MUCH
LOWER LABOUR COSTS. THIS COMBINATION SHOULD PLACE THE STEINHOFF GROUP IN A
STRONG POSITION FOR ONGOING PROFIT GROWTH IN FUTURE YEARS.
4.8 STEINHOFF IS IDEALLY SITUATED TO EXPAND INTO THE PRINCIPAL EASTERN EUROPEAN
ECONOMIES OF POLAND, HUNGARY AND THE CZECH REPUBLIC WHERE ECONOMIC INDICATORS
POINT TOWARDS SIGNIFICANT GROWTH. IN ADDITION, IT IS EXPECTED THAT OTHER
EASTERN EUROPEAN ECONOMIES COULD ALSO BE POSITIVELY INFLUENCED BY THIS GROWTH.
STEINHOFF INTENDS TO MARKET AND DISTRIBUTE INCREASED PROPORTIONS OF ITS EASTERN
EUROPEAN OUTPUT IN THE COUNTRIES OF MANUFACTURE (I.E. POLAND AND HUNGARY) AND
APPROPRIATE MARKETING STRUCTURES ARE CURRENTLY BEING ESTABLISHED. EASTERN
EUROPE (EXCLUDING RUSSIA) BOASTS A 40% LARGER POPULATION THAN WESTERN EUROPE
BUT HAS A FURNITURE MARKET 20% THE SIZE OF THE WESTERN EUROPEAN MARKET IN
VALUE, WHICH INDICATES THE POTENTIAL FOR GROWTH. STEINHOFF'S EXPERIENCE IN
OPERATING IN TWO OF EASTERN EUROPE'S LARGEST MARKETS PLACES IT IN A STRONG
POSITION TO BENEFIT FROM FUTURE GROWTH.
4.9 GIVEN THAT FURNITURE RETAILING IN EASTERN EUROPE IS CURRENTLY IN AN
EMBRYONIC STAGE, AND, GIVEN STEINHOFF'S EXTENSIVE EXPERIENCE IN THIRD WORLD
MARKETS, SUBSTANTIAL POTENTIAL EXISTS FOR THE STEINHOFF GROUP TO RETAIL ITS
MANUFACTURED FURNITURE PRODUCTS THROUGH ITS OWN RETAIL OUTLETS.
4.10 INCREASED EXPORTS FROM POLAND AND HUNGARY OF PRODUCTS SOLD IN DEUTSCHE
MARKS OFFER FURTHER POTENTIAL CURRENCY GAINS.
4.11 CURRENT AND FUTURE DEVELOPMENTS IN SOUTH AFRICA POINT TOWARDS SIGNIFICANT
GROWTH IN THE DEMAND FOR FURNITURE, PRIMARILY AS A RESULT OF MASS HOUSING AND
ELECTRIFICATION PROJECTS AND DEMUTUALISATION. IN ADDITION, DEVELOPMENTS IN
AFRICA POINT TOWARDS THE CREATION OF A VIBRANT EXPORT MARKET INTO THE CONTINENT
SPEARHEADED BY LOCAL RETAILERS ESTABLISHING NEW BASES NORTH OF THE LIMPOPO.
STEINHOFF'S SOUTH AFRICAN SUBSIDIARIES ARE WELL PLACED TO MEET EXPECTED FUTURE
DEMAND IN AFRICA.
4.12 THE STEINHOFF GROUP'S RECENT ACQUISITION OF CONTROL IN MEGACOR HOLDINGS
LIMITED WILL CREATE A SIZEABLE LOW COST EXPORTER OF KNOCKED-DOWN PINE
FURNITURE. STEINHOFF'S ALREADY STRONG POSITION IN THIS MARKET WILL PROVIDE A
STRONG MARKETING ORGANISATION TO DRIVE THESE SALES EVEN FURTHER, THUS EFFECTING
IMPROVEMENTS IN MEGACOR HOLDINGS LIMITED'S PROFITABILITY.
4.13 APPROXIMATELY 70% OF THE STEINHOFF GROUP'S EARNINGS ARE DERIVED FROM ITS
OPERATIONS IN EUROPE. IN ADDITION, THE SOUTH AFRICAN OPERATION WILL, DUE TO ITS
INTERNATIONAL LINKS, INCREASE ITS EXPORTS INTO EUROPE. THE DEPRECIATION IN THE
VALUE OF THE RAND WILL FURTHER ENHANCE EXPORTS IN THE FUTURE, MAKING STEINHOFF
AN ATTRACTIVE RAND HEDGE INVESTMENT.
4.14 IN TERMS OF STEINHOFF'S VISION TO BECOME A FULLY INTEGRATED FURNITURE
MANUFACTURER, THE STEINHOFF GROUP'S ANTICIPATED LISTING ON THE JSE IS EXPECTED
TO PROVIDE A USEFUL MECHANISM TO ACCELERATE STEINHOFF'S GROWTH THROUGH
STRATEGIC ACQUISITIONS.
5. PRO FORMA PROFIT HISTORY AND FORECAST
THE INFORMATION SET OUT BELOW SHOULD BE READ IN CONJUNCTION WITH THE
INDEPENDENT REPORTING ACCOUNTANTS' REPORT ON THE STEINHOFF GROUP AND THE PROFIT
FORECAST OF THE STEINHOFF GROUP AS SET OUT IN THE PROSPECTUS.
5.1 PROFIT HISTORY AND FORECAST
FORECAST
ANNUALISED YEAR ENDING / YEARS ENDED 30 JUNE 31 DECEMBER
1999 1997 1996 1995
R'000 R'000 R'000 R'000
REVENUE 2 795 508 1 980 996 1 828 070 264 916
OPERATING INCOME BEFORE FINANCE
COSTS 230 641 89 814 34 755 16 586
NET FINANCE INCOME/(COSTS) 26 252 20 108 22 638 (11 114)
INCOME BEFORE TAXATION 256 893 109 922 57 393 5 472
TAXATION (57 781) (28 181) (16 371) (1 779)
NET INCOME AFTER TAXATION 199 112 81 741 41 022 3 693
ABNORMAL ITEMS - (12 221) 4 620 1 000
SHARE OF ASSOCIATED COMPANIES'
RETAINED INCOME 1 690 13 439 12 305 -
ATTRIBUTABLE TO OUTSIDE SHAREHOLDERS (1 039) (1 093) 685 -
ATTRIBUTABLE INCOME 199 763 81 866 58 632 4 693
IT WAS DEEMED MEANINGFUL TO COMPILE PRO FORMA RESULTS BEFORE 1995, DUE TO THE
EXTENT OF STRUCTURAL CHANGES IN THE STEINHOFF GROUP. IT MUST ALSO BE NOTED THAT
THE 1995 RESULTS DO NOT TAKE ACCOUNT OF INTERNATIONAL ACTIVITIES, DUE TO THE
NATURE OF THE BUSINESSES' OWNERSHIP STRUCTURES AT THAT TIME.
5.2 FINANCIAL STATISTICS
FORECAST HISTORIC
ANNUALISED YEAR ENDING YEAR ENDED
30 JUNE 1999 31 DECEMBER 1997
ATTRIBUTABLE INCOME (R'000) 199 763 81 866
HEADLINE EARNINGS (R'000) 199 763 94 087
NUMBER OF SHARES IN ISSUE ('000) 650 000 650 000
EARNINGS PER SHARE (CENTS) 30,7 12,6
HEADLINE EARNINGS PER SHARE (CENTS) 30,7 14,5
PRICE: EARNINGS RATIO ON OFFER PRICE (TIMES) 13,0 27,6
EARNINGS YIELD ON OFFER PRICE (%) 7,7 3,6
SUBSEQUENT TO THE PRIVATE PLACEMENT, STEINHOFF'S PRO FORMA TANGIBLE NET ASSET
VALUE PER SHARE IS 169,4 CENTS AND THE RATIO OF INTEREST BEARING DEBT TO TOTAL
ORDINARY SHAREHOLDERS' FUNDS IS 5,8%.
6. PURPOSES OF THE PRIVATE PLACEMENT, THE OFFERS AND THE LISTING
THE MAIN PURPOSES OF THE PRIVATE PLACEMENT, THE OFFERS AND THE LISTING ARE:
*TO INCREASE THE CAPITAL BASE OF STEINHOFF;
*TO AFFORD STEINHOFF MANAGEMENT AND EMPLOYEES, MEMBERS OF THE GENERAL PUBLIC,
FINANCIAL INSTITUTIONS AND ASSOCIATES OF STEINHOFF, THE OPPORTUNITY TO
PARTICIPATE DIRECTLY IN THE EQUITY OF STEINHOFF;
*TO PROVIDE STEINHOFF WITH A FURTHER SOURCE FROM WHICH PERMANENT CAPITAL CAN BE
OBTAINED TO FACILITATE FUTURE GROWTH;
*TO ENHANCE INVESTOR AND GENERAL PUBLIC AWARENESS OF STEINHOFF;
*TO ASSIST STEINHOFF IN ATTRACTING AND RETAINING HIGHLY SKILLED STAFF; AND
*TO OBTAIN THE NECESSARY SPREAD OF SHAREHOLDERS TO ENABLE THE LISTING OF
STEINHOFF SHARES ON THE JSE.
THE PRIMARY RATIONALE FOR LISTING ON THE JSE IS AS FOLLOWS:
GIVEN THE LONG STANDING RELATIONSHIP BETWEEN MESSRS STEINHOFF AND DAUN, A
WELL-KNOWN GERMAN INDUSTRIALIST, AND THE LATTER'S PROVEN TRACK RECORD AS A
HIGHLY SUCCESSFUL FOREIGN INVESTOR IN SOUTH AFRICA, STEINHOFF'S MANAGEMENT
BECAME ACQUAINTED WITH THE SOUTH AFRICAN TRADING ENVIRONMENT AND MARKETS IN
GENERAL.
THE PROCEEDS OF THE PRIVATE PLACEMENT WILL BE UTILISED TO REDUCE BANK
BORROWINGS, TO FUND WORKING CAPITAL REQUIREMENTS AND FOR FUTURE ACQUISITION AND
EXPANSION OPPORTUNITIES WHICH ARE EXPECTED TO ARISE.
7. DIRECTORS
THE FULL NAMES, NATIONALITIES (IF NOT SOUTH AFRICAN), AGES AND OCCUPATIONS OF
THE DIRECTORS OF STEINHOFF ARE SET OUT BELOW:
NAME (NATIONALITY) (AGE) OCCUPATION
EXECUTIVE DIRECTORS
BRUNO STEINHOFF (GERMAN) (60) EXECUTIVE CHAIRMAN: STEINHOFF
NORBERT WALTER STEINHOFF (GERMAN) (50) MANAGING DIRECTOR: STEINHOFF EUROPE
AND EXECUTIVE DIRECTOR: STEINHOFF
MARKUS JOHANNES JOOSTE (37) EXECUTIVE CHAIRMAN: STEINHOFF
AFRICA AND FINANCE DIRECTOR:
STEINHOFF
NON-EXECUTIVE DIRECTORS
CLAAS EDMUND DAUN (GERMAN) (55) DIRECTOR OF COMPANIES AND NON-
EXECUTIVE DIRECTOR: STEINHOFF
DIRK EMIL ACKERMAN (63) DIRECTOR: ARMSCOR LIMITED AND NON-
EXECUTIVE DIRECTOR: STEINHOFF
DR DEENADAYALEN KONAR (44) INDEPENDENT CONSULTANT, DIRECTOR OF
COMPANIES AND NON-EXECUTIVE
DIRECTOR: STEINHOFF
THE DIRECTORS OF STEINHOFF HAVE UNDERTAKEN TO COMPLY WITH THE KING CODE ON
CORPORATE GOVERNANCE.
8. FURTHER COPIES OF THE PROSPECTUS
FURTHER COPIES OF THE PROSPECTUS MAY BE OBTAINED DURING BUSINESS HOURS FROM
TODAY TO WEDNESDAY, 23 SEPTEMBER 1998 FROM:
*STANDARD CORPORATE AND MERCHANT BANK, GROUND FLOOR, 3 SIMMONDS STREET,
JOHANNESBURG, 2001;
*THE BUSINESS BANK LIMITED, THE BUSINESS BANK BUILDING, WOODMEAD ESTATE, 1
WOODMEAD DRIVE, WOODMEAD, SANDTON, 2199;
*PSG SECURITIES LIMITED, 6TH FLOOR, FIRST NATIONAL HOUSE, 11 DIAGONAL STREET,
JOHANNESBURG, 2001;
*BOE SECURITIES (PROPRIETARY) LIMITED, 187 RIVONIA ROAD, MORNINGSIDE, 2057;
*STANDARD EQUITIES (PROPRIETARY) LIMITED, 4TH FLOOR, 3 SIMMONDS STREET,
JOHANNESBURG, 2001;
*DYASON INC., 2ND FLOOR, LEOPONT BUILDING, CORNER NELSON MANDELA DRIVE AND
CHURCH STREET EAST, PRETORIA, 0002;
*DELOITTE & TOUCHE, 221 WATERKLOOF ROAD, WATERKLOOF, 0028;
*MERCANTILE REGISTRARS LIMITED, 5TH FLOOR, MERCANTILE BUILDING, 94 PRESIDENT
STREET, JOHANNESBURG, 2001; AND
*ALL BROKING MEMBERS OF THE JSE.
PRETORIA
8 SEPTEMBER 1998
MERCHANT BANKS
SCMB
STANDARD CORPORATE AND MERCHANT BANK
(A DIVISION OF THE STANDARD BANK OF SOUTH AFRICA LIMITED)
(REGISTRATION NUMBER 62/00738/06)
TBB
THE BUSINESS BANK
A NEW FORCE IN BUSINESS BANKING
SPONSORING BROKERS
PSG SECURITIES LIMITED
(REGISTRATION NUMBER 96/00509/06)
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
BOE SECURITIES (PTY) LIMITED
REGISTRATION NUMBER 96/15589/07
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
STANDARD EQUITIES (PROPRIETARY) LIMITED
(REGISTRATION NUMBER 72/08305/07)
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
ATTORNEYS
DAYSON
REPORTING ACCOUNTANTS AND AUDITORS
DELOITTE & TOUCHE
CHARTERED ACCOUNTANTS (SA)
REGISTERED ACCOUNTANTS AND AUDITORS