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Steinhoff International Holdings Limited - Terms of capitalisation award

Release Date: 10/10/2002 16:44
Code(s): SHF
Wrap Text

Steinhoff International Holdings Limited - Terms of capitalisation award 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") TERMS of CAPITALISATION SHARE AWARD and ELECTION to RECEIVE a CASH DIVIDEND in lieu thereof Shareholders are referred to the results announcement dated 9 September 2002 and are advised that the directors of Steinhoff have determined the terms of the capitalisation share award ("the share award") and the right of election to receive the final cash dividend in lieu thereof. TERMS OF THE SHARE AWARD Shareholders recorded in the register of Steinhoff at the close of business on Friday, 1 November 2002 ("the record date"), will be eligible for the share award. The last day to trade in order to be entitled to participate in the share award will be Friday, 25 October 2002. Shareholders will receive capitalisation shares in the company unless they elect to receive the final cash dividend of 15 cents per share in respect of the year ended 30 June 2002. The rounded number of capitalisation shares to which shareholders will become entitled will be determined by multiplying the number of ordinary shares held by the shareholder by a ratio. The ratio will be arrived at by multiplying 15 cents per share by a factor of 1,17647 and dividing the result with the lower of: - the volume weighted average traded price per Steinhoff share on the JSE Securities Exchange South Africa ("the JSE") over the 3 (three) trading days up to and including Thursday, 17 October 2002; and - 680 cents per share, being the closing market price of a Steinhoff share on Wednesday, 9 October 2002, as the last practicable trading day immediately prior to the finalisation and release of this announcement on SENS on Thursday, 10 October 2002 and in the press on Friday, 11 October 2002. The rounded number of capitalisation shares to which a shareholder will be entitled will be calculated on the following basis: Capitalisation share entitlement = number of shares held at the record date x15 cents per share x 1,17647 Issue price The factor of 1,17647 has been determined with a view to take into account any Capital Gains Tax ("CGT") that a shareholder who elects the capitalisation share award may incur on the shares that he/she/it will receive in terms of such award for no consideration. This factor effectively results in the capitalisation shares being issued at a discount of 15% to the applicable market price of a Steinhoff share, which percentage is equal to the effective CGT rate payable by corporate tax payers. More information on the effects on a shareholder of electing the share award in lieu of the cash dividend, will be contained in the documentation referred to below. Fractions Trading in the STRATE environment does not permit fractions and fractional entitlements. Accordingly, where a shareholder`s entitlement to new ordinary shares calculated in accordance with the above formula gives rise to a fraction of a new ordinary share, such fraction of a new ordinary share will be rounded up to the nearest whole number where the fraction is greater than or equal to 0,5 and rounded down to the nearest whole number where the fraction is less than 0,5. Shareholders who have not dematerialised their shares and who elect to receive a cash dividend should note that if same amounts to less than R5,00 per individual shareholder, that shareholder will not be paid a dividend and the aggregated amounts of such entitlements will be donated to the Nelson Mandela Children`s` Fund. LISTING Application will be made to the JSE for the maximum possible number of capitalisation shares to be issued in terms of the capitalisation award to be listed with effect from the commencement of business on Monday, 28 October 2002. An adjustment of the number of capitalisation shares listed will be made on Tuesday, 5 November 2002, in accordance with the actual elections made. GENERAL Documentation dealing with the share award and the procedure required for electing the cash dividend, will be posted to shareholders on Friday, 11 October 2002. In order to be valid, completed forms of election must be received by Steinhoff`s transfer secretaries by no later than 12:00 on Friday, 1 November 2002. The results of the share award will be released on SENS on Monday, 4 November 2002 and published in the press on Tuesday, 5 November 2002. Share certificates, where applicable, and/ or dividend cheques will be posted to certificated shareholders, at the risk of such shareholders on or about Monday, 4 November 2002. CSDP/Broker accounts will be updated/credited in respect of dematerialised shareholders, according to their election, on Monday, 4 November 2002. Wynberg, Sandton 10 October 2002 SPONSOR GENSEC BANK LIMITED (Registration number 1996/004744/06) Date: 10/10/2002 04:44:00 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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