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SHF - Steinhoff - Exercise of 2008 convertible bond issue increase option and

Release Date: 24/06/2008 16:54
Code(s): SHF
Wrap Text

SHF - Steinhoff - Exercise of 2008 convertible bond issue increase option and general repurchase of shares STEINHOFF INTERNATIONAL HOLDINGS LIMITED (Incorporated in the Republic of South Africa) (Registration no. 1998/003951/06) Ordinary share code: "SHF" ISIN: ZAE000016176 ("Steinhoff" or "the Company") Exercise of 2008 convertible bond issue increase option and GENERAL REPURCHASE OF SHARES 1 Exercise of the 2008 bond issue increase option Further to the announcements released by the Company on SENS on 21 May 2008 ("the May announcements") regarding, inter alia, the launch of ZAR1,5 billion convertible bonds due in June 2015 ("the 2008 Bonds"), accompanied by an increase option of up to R225 million ("the increase option"), shareholders are advised that the lead manager has exercised the increase option in respect of an amount of R100 million. Accordingly, Steinhoff has raised an aggregate amount of R1,6 billion, before expenses, and the number of underlying Steinhoff shares at an initial conversion price of R24,77 per share, reserved for the conversion of the 2008 Bonds amounts to 64,59 million shares. 2 The general repurchase of shares In terms of paragraph 11.27 of the JSE Listings Requirements, shareholders are advised that the Company has, in accordance with the general authority obtained at the Annual General Meeting of shareholders held on 10 December 2007 ("the general authority"), cumulatively repurchased 3,11% of the Company`s issued ordinary share capital ("the repurchases"). All the shares have been repurchased by Steinhoff Investment Holdings Limited, a wholly-owned subsidiary of Steinhoff, and are being held as treasury shares, pending the implementation of the BEE transaction and the conversion of the ZAR1,5 billion convertible bond issued in June 2006, as referred to in the May announcements. It is furthermore confirmed that, taking into account current market conditions and share price levels, it is the Company`s intention to continue a general share repurchase programme, including repurchases as contemplated in paragraph 5.72(g) of the JSE Listings Requirements. The parameters of this general repurchase programme are: - repurchases of up to 10% of the Company`s issued share capital; - volumes of up to 30% of the average daily trades; and - at prices not exceeding a premium of greater than 10% above the volume weighted average traded price of Steinhoff shares over the five trading days immediately preceding any particular repurchase from time to time. 3 DETAILS OF THE REPURCHASES 3.1 Salient details of the repurchases which were effected between 21 May 2008 and 23 June 2008 are as follows: Number of ordinary shares repurchased 42 019 975 Highest price paid per ordinary share 2002 repurchased (excluding costs) Lowest price paid per ordinary share 1703 repurchased (excluding costs) Total value of ordinary shares R795 432 339 repurchased, inclusive of costs Number of ordinary shares which may 227 923 875 still be repurchased by the Company in terms of the general authority Percentage of ordinary shares which 16,89% may still be repurchased by the Company in terms of the general authority 3.2 The requirements of paragraph 5.72 of the JSE Listings Requirements have been complied with in terms of the repurchases. 3.3 The repurchases were effected through the order book operated by the JSE trading system and was done without any prior understanding or arrangement between the Company and the respective counterparties. 4 SOURCE OF FUNDS The repurchases have been and will continue to be funded from the existing resources of the Company. 5 DIRECTORS` OPINION The directors of Steinhoff have considered the impact of the repurchases and are of the unanimous opinion that, for a period of twelve months from the date of this announcement: - Steinhoff and its subsidiaries will be able, in the ordinary course of business, to repay their debts; - the consolidated assets of Steinhoff are in excess of the consolidated liabilities, measured in accordance with the accounting policies of the Company used in the interim results for the six months ended 31 December 2007; - the share capital and reserves of the Company and its subsidiaries are adequate for business purposes; and - the working capital resources of the Company and its subsidiaries will be adequate for its current and foreseeable future business requirements. 6 PRO FORMA FINANCIAL EFFECTS OF THE REPURCHASES The table below sets out, for illustrative purposes only, the pro forma financial effects of the repurchases on Steinhoff`s earnings, headline earnings and net asset value per share. Because of their nature and, in particular, the underlying assumptions regarding retrospective implementation dates, the pro forma financial effects may not give a true reflection of Steinhoff`s actual financial position, changes in equity, results of operations and cash flows after the repurchases. Before(1) After Change Cents Cents Percentage Earnings per share 110,6 110,7 (2) 0,09% Headline earnings per 120,4 120,7 (2) 0,25% share Diluted headline 117,1 119,8 2,31% earnings per share Net asset value per 1363,1 1345,5 (3) (1,29%) share Weighted average 1 263 494 1 242 484 number of shares in (2) issue (`000) Notes 1 Extracted from the unaudited interim results of the Company for the six months ended 31 December 2007. 2 Assumes the repurchases were effected on 1 July 2007. After adjusting for the resultant interest effect of utilising existing resources to effect the repurchases. 3 Assumes the repurchases were effected on 31 December 2007 and their acquisition price of R795,4 million were deducted, as treasury shares (net of the equity portion of the 2008 Bonds), from ordinary shareholders` funds. Wynberg, Sandton 24 June 2008 Sponsor PSG Capital (Pty) Limited Date: 24/06/2008 16:54:47 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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