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SHF - Steinhoff International Holdings Limited - Terms Of Capitalisation
Share Award And Election To Receive A Cash Distribution In Lieu Thereof
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration Number: 1998/003951/06
("Steinhoff" or "the company")
Share Code: SHF ISIN: ZAE000016176
TERMS OF CAPITALISATION SHARE AWARD AND ELECTION TO RECEIVE A CASH
DISTRIBUTION IN LIEU THEREOF
Shareholders are referred to the announcement of the company`s audited
results for the year ended 30 June 2009 released on the Securities Exchange
News Service ("SENS") on 8 September 2009 and are hereby 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
distribution in lieu thereof.
TERMS OF THE SHARE AWARD
Shareholders recorded in the register of Steinhoff at the close of business
on Friday, 4 December 2009 ("the record date"), will be eligible for the
share award and/or the cash distribution. The last day to trade in order to
be entitled to participate in the share award will be Friday, 27 November
2009. Shareholders will receive capitalisation shares in the company unless
they elect to receive the final cash distribution of 60 cents per share for
the financial year ended 30 June 2009 in respect of all or part of their
shareholdings.
The new ordinary shares of 0,5 cent each to be issued pursuant to the share
award will be issued at the issue price as described below, as fully paid-up
by way of capitalisation of part of Steinhoff `s share premium account and
will, upon their issue, rank pari passu in all respects with the other
Steinhoff shares then in issue.
The maximum amount by which Steinhoff`s share premium account may be debited
in the event that all shareholders elect to receive the cash distribution
will be R855 937 142 (being 1 426 561 904 shares multiplied by 60 cents per
share), or, in the event that all shareholders elect to retain the share
award, the maximum of 59 487 631 shares multiplied by the issue price (which
will be calculated as described below). This maximum amount is clearly
subject to the extent to which elections are made by shareholders to receive
the cash distribution.
The ratio of entitlement of shareholders in respect of the share award will
be approximately 4 capitalisation shares for every 100 Steinhoff shares held
at the record date ("the ratio of entitlement"). The issue price applicable
to the capitalisation shares will be the volume weighted average traded price
per Steinhoff share on the JSE Limited ("the JSE") over the five trading days
up to and including Wednesday, 18 November 2009 ("the issue price"). The
ratio of entitlement will be adjusted in the event that the value of the
share award, measured at the issue price being:
- less than R667 per 1 000 Steinhoff shares (resulting in the cash
distribution in relation to the value of the equivalent share award at a
discount of less than 10%) held at the record date. In this event the
ratio of entitlement will be increased to a maximum of 4.17
capitalisation shares for every 100 Steinhoff shares held. Therefore,
the maximum number of potential capitalisation shares that will be
issued by the company is 59 487 6312; or
- more than R800 per 1 000 Steinhoff shares (resulting in the cash
distribution in relation to the value of the equivalent share award at a
discount of more than 25%) held at the record date. In this event the
ratio of entitlement will be reduced to the number of capitalisation
shares for every 100 Steinhoff shares held that results in the value of
the share award being R80 per 100 Steinhoff shares held at the record
date.
A finalisation announcement confirming the issue price of the capitalisation
shares will be released on SENS and published in the press on 19 November
2009 and 20 November 2009, respectively.
Fractions
The settlement and clearing system used by the JSE (Strate) 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 distribution
should note that if same amounts to less than R5,00 per individual
shareholder, that shareholder will not be paid a distribution and the
aggregated amounts of such entitlements will be donated to a charitable
institution.
GENERAL
Documentation dealing with the share award and the procedure required for
electing the cash distribution, will be posted to shareholders on Friday, 13
November 2009. In order to be valid, shareholders who are holding
certificated Steinhoff shares and wish to elect to receive a cash
distribution must forward a completed form of election to Steinhoff`s
transfer secretaries, Computershare Investor Services (Proprietary) Limited,
to be received by no later than 12:00 on Friday, 4 December 2009.
Shareholders who have already dematerialised their Steinhoff shares through a
Central Securities Depository Participant ("CSDP") or broker must not
complete a form of election but should instruct their CSDP or broker as to
their election in the manner and time stipulated by the CSDP or broker.
The results of the share award will be published on SENS on Monday, 7
December 2009 and in the press on Tuesday, 8 December 2009. Share
certificates, where applicable, and/or distribution cheques will be posted to
certificated shareholders by registered post and ordinary post, respectively,
at the risk of such shareholders on or about Monday, 7 December 2009.
Central Securities Depository Participants(CSDP)/broker accounts will be
updated/credited in respect of dematerialised shareholders according to their
election on Monday, 7 December 2009.
Johannesburg
11 November 2009
Company Secretary: S J Grobler
Sponsor: PSG Capital (Proprietary) Limited
Date: 11/11/2009 15:00:01 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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