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SHF - Steinhoff - Unaudited interim results for the six months ended 31

Release Date: 02/03/2010 14:45
Code(s): SHF SHFF
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SHF - Steinhoff - Unaudited interim results for the six months ended 31 December 2009 Steinhoff International Holdings Limited Registration number: 1998/003951/06 (Incorporated in the Republic of South Africa) JSE share code: SHF ISIN code: ZAE000016176 ("Steinhoff" or "the company" or "the group") Unaudited interim results for the six months ended 31 December 2009 Operating margin increased to 10.1% (H1 09: 9.5%) Headline earnings increased 4% to R1 554m (H1 09: R1 499m) Growth in intra-group sales of 28% Net cash flow from operating activities: R1.4bn (H1 09: R1.4bn) Net Gearing at 36% (FY 09: 35%) Condensed consolidated income statement Six Six months months Year
ended ended ended 31 Dec 31 Dec 30 June 2009 2008 % 2009 (Rm) Notes Unaudited Unaudited change Audited Revenue 24 846 25 940 (4) 50 869 Operating profit before depreciation and capital items 2 987 3 012 (1) 6 127
Depreciation (476) (543) (974) Operating profit before capital items 2 511 2 469 2 5 153 Capital items 1 (41) 40 49 Earnings before interest, dividend income, associate earnings and taxation 2 470 2 509 (2) 5 202
Net finance charges (509) (609) (1 001) Dividend income - - 1 Earnings before associate earnings and taxation 1 961 1 900 3 4 202 Share of profit/(loss) of associate companies 21 (1) 6 Profit before taxation 1 982 1 899 4 4 208 Taxation (248) (165) (581) Profit for the period 1 734 1 734 - 3 627 Profit attributable to: Owners of the parent 1 579 1 598 (1) 3 379 Non-controlling interests 155 136 248 Profit for the period 1 734 1 734 - 3 627 Average currency translation rate (rand:euro) 11.1500 12.4152 (10) 12.3503
Headline earnings per ordinary share (cents) 115.1 117.3 (2) 251.5 Diluted headline earnings per ordinary share (cents) 112.8 114.3 (1) 241.9 Basic earnings per ordinary share (cents) 113.9 120.2 (5) 254.7 Fully diluted earnings per ordinary share (cents) 111.6 117.1 (5) 244.7 Number of ordinary shares in issue (m) 1 402 1 280 10 1 280 Weighted average number of ordinary shares in issue (m) 1 350 1 278 6 1 283 Earnings attributable to ordinary shareholders (Rm) 2 1 537 1 537 - 3 267 Headline earnings attributable to ordinary shareholders (Rm) 3 1 554 1 499 4 3 226 The capitalisation share award on 7 December 2009, led to the restatement of comparative per share numbers, none of which resulted in a deviation of more than 1.4 cents. ADDITIONAL INFORMATION Six months Six months Year ended ended ended 31 Dec 31 Dec 2008 30 June
2009 2009 (Rm) Unaudited Unaudited Audited Note 1: Capital items Foreign currency translation reserve released on disposal of subsidiary - - 5 Impairments (3) - (12) (Loss)/profit on sale of investments and associate companies (37) - 1 Loss on scrapping of vehicle rental fleet (3) (3) (6) Profit on disposal of investment properties - 19 18 Profit on disposal of property, plant and equipment 2 24 43 (41) 40 49 Note 2: Earnings attributable to ordinary shareholders Earnings attributable to owners 1 579 1 598 3 379 Dividend entitlement on non- redeemable cumulative preference shares (42) (61) (112) 1 537 1 537 3 267
Note 3: Headline earnings attributable to ordinary shareholders Earnings attributable to owners 1 579 1 598 3 379 Adjusted for: Capital items (note 1) 41 (40) (49) Taxation effects of capital items (24) 2 1 Remeasurements included in share of profit/(loss) of associate companies - - 7 Dividend entitlement on non- redeemable cumulative preference shares (42) (61) (112) 1 554 1 499 3 226 Condensed consolidated statement of comprehensive income Six Six
months months Year ended ended ended 31 Dec 31 Dec 30 June 2009 2008 % 2009
(Rm) Unaudited Unaudited change Audited Profit for the period 1 734 1 734 - 3 627 Other comprehensive income/(loss) Actuarial gain/(loss) on defined benefit plans 12 (13) (31) Exchange differences on translation of foreign subsidiaries (149) (334) (2 587) Net value gain/(loss) on cash flow hedges 39 13 (49) Deferred taxation (18) - 8 Other comprehensive loss for the period, net of taxation (116) (334) (65) (2 659) Total comprehensive income for the period 1 618 1 400 16 968 Total comprehensive income attributable to: Owners of the parent 1 517 897 69 1 102 Non-controlling interests 101 503 (134) Total comprehensive income for the period 1 618 1 400 16 968 Condensed consolidated statement of financial position 31 Dec 31 Dec 30 June 2009 2008 2009 (Rm) Unaudited Unaudited Audited Assets Non-current assets Property, plant and equipment, investment properties and biological assets 15 755 11 655 11 277 Intangible assets and goodwill 18 625 21 564 18 875 Investments and loans 2 924 1 694 2 368 Investments in associate companies 924 2 589 3 005 Deferred taxation assets 1 134 1 386 1 101 39 362 38 888 36 626 Current assets Accounts receivable, short-term loans and other current assets 9 289 10 845 9 168 Inventories 5 051 5 318 4 757 Cash and cash equivalents 5 026 4 916 4 736 19 366 21 079 18 661 Total assets 58 728 59 967 55 287 Equity and liabilities Capital and reserves Ordinary share capital and reserves 23 608 20 855 21 021 Preference share capital 1 042 1 042 1 042 24 650 21 897 22 063 Non-controlling interests 2 942 3 479 2 861 Total equity 27 592 25 376 24 924 Non-current liabilities Deferred taxation liabilities 3 053 3 245 3 020 Interest-bearing long-term liabilities 12 816 12 809 12 704 Other long-term liabilities and provisions 898 1 392 963 16 767 17 446 16 687 Current liabilities Interest-bearing short-term liabilities 6 069 5 475 5 178 Accounts payable, provisions and other current liabilities 8 300 11 670 8 498 14 369 17 145 13 676
Total equity and liabilities 58 728 59 967 55 287 Net asset value per ordinary share (cents) 1 684 1 630 1 642 Gearing ratio (net) (%) 36 39 35 Closing exchange rate (rand:euro) 10.6400 13.2037 10.8265 Condensed consolidated statement of cash flows Six Six Year months months ended
ended ended 31 Dec 31 Dec 30 June 2009 2008 2009 (Rm) Unaudited Unaudited Audited Cash generated before working capital changes 2 953 2 942 5 871 Net changes in working capital (Increase)/decrease in inventories (449) 165 541 Increase in receivables (532) (1 184) (933) Increase/(decrease) in payables 73 261 (1 545) Cash generated from operations 2 045 2 184 3 934 Net finance charges (474) (549) (884) Dividends paid (80) (96) (158) Dividends received - - 1 Taxation paid (123) (161) (309) Net cash inflow from operating activities 1 368 1 378 2 584 Net cash outflow from investing activities (811) (1 418) (3 987) Net cash (outflow)/inflow from financing activities (207) (253) 1 702 Net increase/(decrease) in cash and cash equivalents 350 (293) 299 Effects of exchange rate changes on cash and cash equivalents (60) 214 (558) Cash and cash equivalents at beginning of period 4 736 4 995 4 995 Cash and cash equivalents at end of period 5 026 4 916 4 736 Condensed consolidated statement of changes in equity Six Six months months Year
ended ended ended 31 Dec 31 Dec 30 June 2009 2008 2009 (Rm) Unaudited Unaudited Audited Balance at beginning of the period 24 924 24 784 24 784 Changes in ordinary share capital and share premium Capital distribution (112) (761) (761) Deferred taxation on issue of treasury shares 2 - - Issue of shares as purchase consideration 922 - - Issue of shares in terms of the deferred delivery share scheme - 11 11 Net utilisation/(purchases) of treasury shares 295 (24) (33) Changes in reserves Total comprehensive income for the period attributable to owners of the parent 1 517 897 1 102 Ordinary dividends (6) - - Preference dividends (51) (57) (118) Share-based payments 26 21 48 Other reserve movements (6) (4) (1) Changes in non-controlling interests Total comprehensive income for the period attributable to non-controlling interests 101 503 (134) Dividends and capital distributions paid (24) (36) (39) Exchange differences on consolidation of foreign subsidiaries 6 32 24 Other transactions with non-controlling interests (2) 10 41 Balance at end of the period 27 592 25 376 24 924 Comprising: Ordinary share capital and share premium 4 825 3 727 3 718 Preference share capital and share premium 1 042 1 042 1 042 Distributable reserves 17 304 14 058 15 783 Actuarial gains reserve 18 34 24 Cash flow hedging and other fair value reserves (11) 13 (50) Convertible and redeemable bonds reserve 353 353 353 Foreign currency translation reserve 680 2 279 775 Share-based payment reserve 450 396 424 Statutory reserves (11) (5) (6) Non-controlling interests 2 942 3 479 2 861 27 592 25 376 24 924 Segmental analysis Six Six months months Year ended ended ended 31 Dec 31 Dec 30 June
2009 2008 % 2009 (Rm) Unaudited Unaudited change Audited Revenue Retail activities - Household goods and building supplies 10 099 10 152 (1) 21 660 - Automotive 5 796 5 550 4 10 202 Manufacturing and sourcing of household goods and related raw materials 12 560 12 256 2 23 791 Logistics services 2 934 3 043 (4) 5 776 Corporate services - Brand management 179 192 (7) 414 - Investment participation 133 92 45 254 - Properties 179 - - - Central treasury and other activities 146 258 (43) 251 32 026 31 543 2 62 348 Intersegment eliminations (7 180) (5 603) 28 (11 479) 24 846 25 940 (4) 50 869
Operating profit before capital items Retail activities - Household goods and building supplies 598 522 15 1 379 - Automotive 122 125 (2) 283 Manufacturing and sourcing of household goods and related raw materials 1 128 1 221 (8) 2 560 Logistics services 335 289 16 677 Corporate services - Brand management 179 192 (7) 414 - Investment participation 133 92 45 254 - Properties 97 - - - Central treasury and other activities 160 305 (48) 324 2 752 2 746 - 5 891 Intersegment eliminations (241) (277) (738) 2 511 2 469 2 5 153 31 Dec 31 Dec 30 June
2009 2008 2009 (Rm) Unaudited % Unaudited % Audited % Total assets Retail activities - Household goods and building supplies 21 743 41 23 994 46 20 328 44 - Automotive 2 305 4 2 426 5 2 314 5 Manufacturing and sourcing of household goods and related raw materials 11 881 23 13 214 26 12 072 26 Logistics services 5 162 10 5 395 10 5 261 12 Corporate services - Brand management 3 458 7 4 265 8 3 837 8 - Investment participation 2 395 5 2 145 4 1 922 4 - Properties 4 891 9 - - - - - Central treasury and other activities 545 1 638 1 573 1 52 380 100 52 077 100 46 307 100 Reconciliation of total assets per statement of financial position to total assets per segmental analysis 31 Dec 31 Dec 30 June 2009 2008 2009 (Rm) Unaudited Unaudited Audited Total assets per statement of financial position 58 728 59 967 55 287 Less: Cash and cash equivalents (5 026) (4 916) (4 736) Less: Investments in associate companies (924) (2 589) (3 005) Less: Investments in preference shares (229) (210) (216) Less: Interest-bearing investments and loans (169) (175) (1 023) Total assets per segmental analysis 52 380 52 077 46 307 Geographical information Six Six Year months months ended ended 31 ended31 30 June
Dec 2009 Dec 2008 2009 (Rm) Unaudited % Unaudited % Audited % Revenue Continental Europe 9 065 37 10 600 41 19 049 37 Pacific Rim 1 455 6 1 368 5 3 070 6 Southern Africa 10 504 42 10 175 39 19 349 38 United Kingdom 3 822 15 3 797 15 9 401 19 24 846 100 25 940 100 50 869 100
31 Dec 31 Dec 30 June 2009 2008 2009 (Rm) Unaudited % Unaudited % Audited % Non-current assets Continental Europe 22 199 56 20 012 51 17 202 47 Pacific Rim 1 375 4 1 433 4 1 262 3 Southern Africa 10 810 27 10 594 27 10 864 30 United Kingdom 4 978 13 6 849 18 7 298 20 39 362 100 38 888 100 36 626 100 Commentary: Review of results We are pleased to report another set of solid results despite a challenging consumer environment and volatile economies. The majority of our businesses have gained market share and increased operating profit margin. We are comfortable that our underlying businesses have adapted well to the changed economic environment and remain competitive to continue to deliver the group`s targeted growth. Retail activities: Household goods United Kingdom The UK retail businessess increased revenues in the seasonally weaker first half of the financial year. This forms a good base and the businesses are well positioned for further market share increases. The excellent sales performance of our largest furniture business, Harveys, in the first half of the year has slowed in recent weeks due to the adverse weather conditions. However, the business is still running ahead of last year. The two major bed fascias, Bensons and Sleepmasters, had a good first half with growth in both sales and profit. Gross margin in both businesses is strong with a good balance of sales across the product sectors: divans, mattresses and frames. Continental Europe The retail business in Continental Europe delivered another set of commendable results. The prior year store layout and format changes are delivering benefits with year-on-year turnover growth achieved in these stores. Revenue continues to benefit from consumers trading down. Stable demand within the value segment has improved efficiencies and margins. Industry consolidation and the marked consumer shift to value offerings has led to opportunities to increase the national store network. The group continues to invest in successful retailers across the continent. The improvement in consumer sentiment led to increased interest in our exclusive studio concepts. The group continues to examine the eastern European region for continued penetration of a dedicated large format value retail offering. Consumer sentiment and spending patterns remain depressed in this territory. However, the group capitalised on the weak economy and property market and secured promising future retail sites. Pacific Rim Positive consumer sentiment in Australia has resulted in growth within the furniture and household goods sector. Despite this, intense competitive pressure has forced discounting and this pressure has been felt most acutely by Freedom. Snooze and BayLeatherRepublic have both capitalised on stores traffic through better conversion and higher average sales values in a destination big ticket environment. Southern Africa Market conditions remained extremely competitive for Pennypinchers and Timbercity during this period. Revenue remained under pressure and was below expectations for the period. These businesses were able to reduce overheads and improve margins despite continued pressure on the building and construction industry. Retail activities: Automotive The period under review remained particularly challenging for the South African automotive industry. New vehicle volumes for the industry as a whole contracted by nearly 23% year-on-year in the second half of 2009. Although demand improved the industry contraction is mainly as a result of the lack of credit available to new vehicle buyers. Notwithstanding these conditions, the Unitrans Automotive division achieved operating profit of R122 million, a 2% decrease on the previous half-year. The pre-owned vehicle sales, parts and services delivered strong performances. Manufacturing and Sourcing United Kingdom The manufacturing performance was ahead of expectations in both sales and profit, although the divisional results were mixed. On the positive side, the foam conversion operation showed a strong recovery and the upholstery division continues to benefit from being an integrated part of the Harveys retail supply chain. However, Relyon was unable to capitalise fully on increased factory demand, but is progressing well on rectifying this shortfall. Continental Europe The consolidation in the industry continues to benefit Steinhoff`s manufacturing operations in Europe. The renewed focus on flagship manufactured brands such as Puris and Hukla, has resulted in record written sales at the renowned Cologne furniture fair in Germany. The depreciating Polish zloty has further enhanced the eastern European manufacturing operations, which continue to benefit from the operational efficiencies and increased productivity of the Polish factories. This is as a result of the successful integration into one central organisation based in Rzepin. International Sourcing The relatively stable exchange rate between the euro and the US dollar during the period continues to stimulate trade in the far East and this division has reported volume growth in excess of 60%. The supplier rationalisation programme and quality expertise within the division have resulted in excellent customer service levels. Management is increasingly challenged by capacity constraints within this rapidly growing division and higher shipping rates. Southern Africa The decline in the South African construction and furniture markets continues to negatively impact on the group`s timber and raw material operations. Despite the pressure on the industry, the timber and raw material operations performed to expectations. The group remains well positioned to take advantage of growth when the industry recovers. Logistics Services Southern Africa Unitrans Logistics reported an exceptional performance, with growth in operating profit of 16%. Once again, the contractual nature and service- driven business model proved successful. The Freight and Logistics division delivered a strong performance on the back of increased supply-chain and warehousing service contracts, while the Sugar and Agriculture division reported a substantial improvement. Growing volumes and additional work from the existing customer base within the Fuel and Chemical division led to another good performance. Double digit growth in both revenues and operating profit was achieved by the Passenger division, as a result of a better mix of business, new long-term commuter contracts, and a healthy margin in the tourism business. Continental Europe, United Kingdom, Pacific Rim The group`s focus on logistical expertise, and its existing warehouse footprint in Europe and the Pacific Rim, continues to benefit group operations and alliance retail partners. Performance The growth experienced within the group`s European retail operations led to further integration with intercompany sales increasing by 28% to R7 180 million. The success of the vertically integrated business model is now more prominent as intragroup volumes are increasing. Revenue Foreign revenue reported in euro amounted to EUR1 285 million. The average exchange rate used for converting euro income and expenditure to rand was R11.15:EUR1 compared to R12.42:EUR1 in respect of the comparative period (10% change). The strengthening of the group`s reporting currency offsets the underlying growth within the group`s businesses when translated and measured in rand. Revenue growth in Europe exceeded expectations, especially within the European retail operations. Manufacturing and sourcing operations again delivered growth in constant currency: however, most of the growth within the manufacturing and sourcing division was absorbed by group retail operations and is therefore eliminated from consolidated turnover for the group. Unitrans in southern Africa again delivered a solid performance while the timber and raw material divisions showed no revenue growth as a result of these businesses` dependency on the currently subdued construction industry in South Africa. Operating margin The group`s operating margin increased to 10.1% (H1 09: 9.5%) for the period. The increased margin earned in a volatile currency environment further reflects the group`s sound financial management, the balance brought about by the diversity of its global operations and the efficiency brought about by the group`s vertically integrated business model in Europe. Net finance charges Net finance charges decreased by 16% to R509 million (H1 09: R609 million) reflecting the benefits to the group of the low interest rate environment prevailing in Europe, and also sound cash and working capital management. Taxation The group has previously utilised the available taxation losses within the UK and as a result the UK profits have attracted current tax for the first time since the acquisition of the UK retail operations in June 2005. Management anticipates that the average group tax rate should not exceed 15% of pre-tax income in the foreseeable future. Profit after tax Profit after tax for the period was virtually unchanged despite the impact of the stronger rand (up 10%) when translating euro-denominated earnings into the group`s reporting currency. Non-controlling interests Non-controlling interests` (minority shareholders`) share of profits increased to R155 million (H1 09: R136 million) mainly as a result of the increased profits earned by the partially owned retail operations in Continental Europe. Headline earnings per share (HEPS) and Earnings per share (EPS) HEPS decreased by 2% to 115.1 cents per share, and EPS decreased by 5% to 113.9 cents per share, mainly as a result of translating euro profits (up 11.2%) to the reporting currency (rand). The R41 million capital loss largely comprised the loss on disposal of the group`s associate investment in Amalgamated Appliance Holdings Limited (AMAP). Assets The group`s total assets as at 31 December 2009 amounted to R58 728 million (FY09: R55 287 million) and net asset value per share increased to 1 684 cents (FY09: 1 642 cents). The majority of the group`s assets are situated in Europe. These assets were converted at a closing rate of R10.64:EUR1 compared to R13.20:EUR1 in respect of the comparative period (a 19% decline) and R10.83:EUR1 compared to the previous financial year end (a 2% decline). Working capital The group continues to support strong retailers, backed by credit insurance, resulting in growth in sales and margins, particularly in the manufacturing and sourcing division. Stock levels increased moderately as a result of the severe weather experienced in the northern hemisphere after Christmas into the first two weeks of January 2010, and stock-build strategies. The group continues to use working capital investments to support its growth into new territories. The group insures its debtors and its exposure to other retailers in which Steinhoff might be financially interested, either as a result of participating investments, studio/retail concepts development or other expansion projects. Debt At 31 December 2009, the group had net interest bearing debt of R10.05 billion (FY 09: R8.83 billion) resulting in a net debt:equity ratio of 36% (FY 09: 35%). All material debt facilities with maturities falling within the current calendar year, including the EUR235 million syndicated loan, have been appropriately re-financed (refer Corporate Activity). At 31 December 2009, the group had cash and cash equivalents and confirmed unutilised borrowing facilities of R8.9 billion (FY 09: R8.6 billion). Cash flow The group`s net cash flow generated from operations amounted to R2.05 billion, in line with the comparative period (H1 09: R2.18 billion). Cash generation is determined after taking into account a net increase in working capital of R908 million (H1 09: R758 million). The group`s cash flow from operating activities was maintained at R1.4 billion which underscores the quality of earnings and management`s priority to continue delivering profitable growth. Corporate activity The group concluded, or is in the process of concluding, the following corporate activities: the agreement concluded on 31 July 2009 in terms of which Hemisphere International Properties BV was constituted as a wholly-owned subsidiary of Steinhoff. Details of this transaction were disclosed in the Directors` Report for the year ended 30 June 2009; Steinhoff`s national long-term rating (as reviewed by FitchRatings in December 2009) is A-(zaf). The outlook for the long-term rating is stable; and Steinhoff Europe AG launched the syndication of its refinancing of the EUR235 million 3-year syndicated loan facility during December 2009. The transaction closed successfully and received strong support in the banking market, raising an oversubscription that allowed the group to increase the facility to EUR340 million, maturing 31 March 2013, at competitive terms; - The new facility will replace the EUR235 million syndicated facility maturing the end of July 2010; - The new facility attracted new lending banks in addition to the existing core group of banks with eleven international banks joining the group of three Mandated Lead Arrangers and Coordinators; and - The transaction was led and coordinated by the three bookrunners: Citibank International plc, Commerzbank AG and The Royal Bank of Scotland plc. Distribution of Steinhoff It is the group`s policy to declare distributions once a year after its financial year-end 30 June. Board committees The Board wishes to inform shareholders that it has amended the composition of certain of the Board committees and the following changes will be effective as from date hereof. Dr Steve Booysen has been elected as chairman of the Audit Committee replacing Mr Dave Brink, who will remain a member of this committee. In addition, Dr Steve Booysen will chair the Group Risk Advisory Committee. Furthermore, Mr Dave Brink has been elected to chair the Human Resources and Remuneration Committee in place of Mr Dirk Ackerman who retired at the end of 2009. Outlook The strengthening of the rand against the euro continues to put pressure on the group`s rand reported earnings and the current spot-rates are already well below the average conversion rate applied for the period under review. Rand strength will impact the group`s full year rand reported earnings if the growth in euro profits does not outperform the effect of the change in the average rand translation rate. In line with the group`s business model of increasing the group`s retail footprint, corporate opportunities and strategic partnerships are continuously evaluated, both in Europe and in southern Africa. The group`s vertically integrated business model remains a key competitive advantage and, together with its flexibility of supplementing own produced goods with third party sourced products, continues to result in market share gains. The buying-down trends in consumer spending patterns continue to benefit the group`s mass-market discount positioning and bodes well for a stable performance in the remainder of the financial year. The strategy employed to dedicate floor space to higher positioned brands in the store networks of retail partners continues to deliver promising results. On behalf of the Board of Directors D Konar MJ Jooste Non-executive chairman Chief executive officer 2 March 2010 Steinhoff Investment Holdings Limited Registration number: 1954/001893/06 (Incorporated in the Republic of South Africa) JSE Code: SHFF ISIN: ZAE000068367 ("Steinhoff Investments") Preference shareholders are referred to the above results of Steinhoff for a full appreciation of the consolidated results and financial position of Steinhoff Investments. Declaration of dividend number 9 to preference shareholders The board of Steinhoff Investments has resolved to declare a dividend of 402 cents per preference share in respect of the period from 1 July 2009 up to and including 31 December 2009 (the dividend period), payable on Monday, 26 April 2010, to those preference shareholders recorded in the books of the company at the close of business on Friday, 23 April 2010. This dividend has been determined on the basis of 75% of the prime bank overdraft lending rate of Absa Bank Limited prevailing over the dividend period, applied to the nominal value plus premium (R100.00 per preference share, in the aggregate). The dividend is payable in the currency of South Africa. 2010 Last date to trade cum dividend Friday, 16 April Shares trade ex dividend Monday, 19 April Record date Friday, 23 April Payment date Monday, 26 April Share certificates for preference shares may not be dematerialised or rematerialised between Monday, 19 April 2010 and Friday, 23 April 2010, both dates inclusive. On Monday, 26 April 2010, the preference dividend will be electronically transferred to the bank accounts of preference shareholders. Preference shareholders who have dematerialised their shares will have their accounts credited on Monday, 26 April 2010. Proposed taxation amendments We refer to previous communication in our 2009 annual results, released on 8 September 2009, regarding the conversion of Secondary Tax on Companies (STC) to Dividends Tax. During the recent 2010 budget speech of the Minister of Finance of South Africa, it was indicated that although all the relevant taxation treaties had been renegotiated, a number of issues required further refinement. It appears that the completion of the Dividends Tax system may be postponed until 2011. Accordingly, preference shareholders are advised that, until such time as all the legislative amendments are refined, finalised and promulgated and legal opinion obtained, it remains impossible to determine exactly what the impact will be on the cumulative non-redeemable non-participating preference shares issued by Steinhoff Investments. A further announcement in this regard will be made once the final detailed legislation is published and duly considered. Directorate Preference shareholders are advised that Mr Dirk Ackerman retired from the board with effect 1 March 2010 and Dr Steve Booysen has been appointed as a non-executive director with the effective date hereof. On behalf of the Board of Directors D Konar HJK Ferreira Non-executive director Executive director 2 March 2010 Selected explanatory notes to the financial statements Statement of compliance The consolidated interim financial information for the six months ended 31 December 2009, has been prepared in accordance with International Financial Reporting Standards (IFRS), the interpretations adopted by the International Accounting Standards Board (IASB), and the requirements of the South African Companies Act. These condensed interim financial statements are presented in compliance with IAS 34 - Interim Financial Reporting, and should be read in conjunction with the annual financial statements for the year ended 30 June 2009. Basis of preparation The condensed interim financial statements are prepared in millions of South African rands (Rm) on the historical-cost basis, except for certain assets and liabilities which are carried at amortised cost, and derivative financial instruments and biological assets which are stated at their fair value. Accounting policies The accounting policies adopted in the preparation of the condensed interim financial information are consistent with those of the annual financial statements for the year ended 30 June 2009, except for the adoption of the new standards and interpretations which are now effective. IFRS 3 - Business Combinations and IAS 1 - Presentation of Financial Statements have impacted the interim financial information. For a full list of standards and interpretations which have been adopted we refer you to the 30 June 2009 annual financial statements. Other notes 1. Corporate governance Steinhoff has embraced the recommendations of the King report on Corporate Governance and strives to provide reports to shareholders that are timely, accurate, consistent and informative. Appropriate committee membership changes have been affected. 2. Social responsibility Steinhoff continues to be recognised for its corporate social investment activities. The group remains committed to related initiatives and is conscious of needs in this regard. A number of social responsibility projects are continuing. 3. Human resources A constructive working relationship is maintained with the relevant unions. Ongoing skills and equity activities continue to ensure compliance with current legislation. Plans continue in terms of initiatives embarked upon that contribute to broader skills development and sourcing appropriately qualified staff on an ongoing basis. 4. Related party transactions The group entered into various related party transactions. These transactions are no less favourable than those arranged with third parties. 5. Further events No significant events have occurred in the period between the reporting date and the date of this report. For more detail on the group`s listed associate company, shareholders are referred to the results and/or corporate announcements and financial information of: - KAP International Holdings Limited - 2 March 2010 - www.kapinternational.com Administration Steinhoff International Holdings Limited ("Steinhoff" or "the company" or "the group") Registration number: 1998/003951/06 (Incorporated in the Republic of South Africa) JSE share code: SHF ISIN code: ZAE000016176 Registered office: 28 Sixth Street, Wynberg, Sandton, 2090, Republic of South Africa Tel: +27 (11) 445 3000 Fax: +27 (11) 445 3094 Directors: D Konar (chairman), MJ Jooste (chief executive officer), SF Booysen, DC Brink, YZ Cuba, CE Daun*, HJK Ferreira, SJ Grobler, JF Mouton, FJ Nel, FA Sonn, BE Steinhoff*, IM Topping#, DM van der Merwe Alternate directors: JNS du Plessis, KJ Grove, A Kruger-Steinhoff*, AB la Grange #British *German non-executive Company secretary: SJ Grobler Auditors: Deloitte & Touche Sponsor: PSG Capital (Proprietary) Limited Transfer secretaries: Computershare Investor Services (Proprietary) Limited 70 Marshall Street, Johannesburg, 2001 www.steinhoffinternational.com To view results on mobile www.steinhoff.mobi Date: 02/03/2010 14:45:02 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. 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