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SHF - Steinhoff - Homestyle Group Plc Results of Court Meeting and

Release Date: 23/01/2007 07:48
Code(s): SHF
Wrap Text

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 Supplied by www.sharenet.co.za Produced by the JSE SENS Department.

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