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STEINHOFF INTERNATIONAL HOLDINGS LD - Terms of the capitalisation issue share award

Release Date: 07/11/2012 17:00
Code(s): SHF     PDF:  
Wrap Text
Terms of the capitalisation issue share award

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

2012 DISTRIBUTION: TERMS OF THE CAPITALISATION ISSUE SHARE
AWARD AND THE ELECTION TO RECEIVE A CASH DISTRIBUTION IN LIEU
THEREOF

INTRODUCTION
Shareholders are hereby advised that the directors of
Steinhoff have determined the terms of the capitalisation
issue share award ("the share award") and the right of
election to receive the final cash distribution in lieu
thereof with reference to the announcement of the Company`s
audited results for the year ended 30 June 2012 released on
the Securities Exchange News Service ("SENS") on 4 September
2012. Shareholders should note that should they accept the
share award, no further action is required.

TERMS OF THE SHARE AWARD
Shareholders recorded in the register of Steinhoff at the
close of business on Friday, 30 November 2012 ("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, 23 November
2012. Shareholders will receive capitalisation shares in the
Company unless they elect to receive the final cash
distribution of 80 cents per share for the financial year
ended 30 June 2012 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
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   R1 426 784 439.20   (being    1 783 480 549  shares
multiplied by 80 cents per share), or, in the event that all
shareholders elect to retain the share award, the maximum of
67 772 261 shares multiplied by the issue price (which will be
calculated as described below).        This maximum amount is
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 3.42000 capitalisation issue shares for every
100 Steinhoff shares held at the record date ("the ratio of
entitlement").      The   issue   price   applicable   to   the
capitalisation issue 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, 14 November 2012 ("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 is:
-   less than R88.88 per 100 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 3.80
    capitalisation issue shares for every 100 Steinhoff shares
    held.     Therefore, the maximum number of potential
    capitalisation issue shares that will be issued by the
    Company is 67 772 261; or
-   more than R100.00 per 100 Steinhoff shares (resulting in
    the cash distribution in relation to the value of the
    equivalent share award at a discount of more than 20%)
    held at the record date.      In this event the ratio of
    entitlement   will   be   reduced   to    the   number   of
    capitalisation issue shares for every 100 Steinhoff shares
    held that results in the value of the share award being
    R100.00 per 100 Steinhoff shares held at the record date.

A finalisation announcement confirming the issue price of the
capitalisation issue shares will be released on SENS and
published in the press on 15 November 2012 and 16 November
2012, respectively.

FRACTIONS
The settlement and clearing system (“Strate”) used by the JSE
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;   and if same amounts to
less than R75.00, cheques will not be issued and posted unless
shareholders provide the transfer secretaries with their
verified banking details.

GENERAL
Documentation dealing with the share award and the procedure
required for electing the cash distribution, will be posted to
shareholders on Friday, 9 November 2012.      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,
30 November 2012.

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, 3 December 2012 and in the press on Tuesday,
4 December 2012. 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, 3 December 2012.       CSDP/broker accounts will be
updated/credited in respect of dematerialised shareholders
according to their election on Monday, 3 December 2012.


Johannesburg
7 November 2012
Company Secretary:    Steinhoff Africa Secretarial    Services
Proprietary Limited
Sponsor: PSG Capital Proprietary Limited

Date: 07/11/2012 05:00:00 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,
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