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Dealing in securities by directors
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration no. 1998/003951/06)
Share code: SHF
ISIN: ZAE000016176
(“Steinhoff” or “the Company” or “the Group”)
Dealing in securities by directors
In compliance with paragraph 3.63 of the Listings Requirements of the
JSE Limited, the board and the Human resources and Remuneration
Committee (“Remcom”) wish to inform shareholders of the following
dealings arising from the Group`s share incentive schemes.
2013 Grant
Shareholders are advised of the number of rights granted in terms of
the 2010 share scheme, approved by shareholders on 6 December 2010.
These rights to shares were granted under the 2013 allocation on
9 December 2013 to the following directors and officers (these rights
may mature on or about 1 December 2016):
Name of Director Number of
rights
granted at
0.5 cents per
share
JNS du Plessis 295,279
HJK Ferreira 442,919
SJ Grobler 442,919
TLJ Guibert 858,437
MJ Jooste 1,669,183
AB la Grange 487,490
FJ Nel 258,369
M Nel 278,565
DM van der Merwe 858,437
H Odendaal* 258,369
D Schreiber** 359,932
A Nodale*** 279,486
* Director of Steinhoff Africa Holdings (Pty) Ltd
** Director of Steinhoff Europe AG
*** Director of Conforama Holding SA
2010 Grant vesting
In terms of the share incentive scheme approved by shareholders in
2010, rights were granted to participants on 1 December 2010 (“the
grant date”). These share rights were allocated at a nominal value of
0.5 cents and matured on the third anniversary of the grant date. As
fully disclosed in Steinhoff`s 2013 Integrated Report and Annual
Financial Statements, the Remcom assessed the vesting criteria and
determined that the Group met all vesting criteria, referred to:
(a)Nominal growth in headline earnings and headline earnings per share
were in excess of 60%. Compound annual growth rate in headline
earnings was in excess of 25%;
(b)Cash generated from operations / operating profit exceeded 100%;
(c)Return on equity exceeded 15%; and
(d)the senior management requirement, i.e. qualification for the
annual incentive bonus, was assessed on the relevant participants’
employer company performances.
Accordingly shareholders are advised that the rights in respect of the
following directors and officers of the Group have vested on
1 December 2013 at the weighted average trading price on the last
trading date 29 November 2013 before the vesting. The participants
have been informed of the vesting on 2 December 2013.
Name of Director No of shares Vesting Value
that price
beneficially Cents per R
vested share
(directly
and/or
indirectly)
JNS du Plessis 292,087 40.15 11,727,293.05
HJK Ferreira 464,684 40.15 18,657,062.60
SJ Grobler 464,684 40.15 18,657,062.60
KJ Grove 309,789 40.15 12,438,028.35
MJ Jooste 1,266,034 40.15 50,831,265.10
AB la Grange 354,054 40.15 14,215,268.10
FJ Nel 265,534 40.15 10,661,190.10
M Nel 141,618 40.15 5,685,962.70
H Odendaal* 212,427 40.15 8,528,944.05
D Schreiber** 140,670 40.15 5,647,900.50
JHN van der Merwe*** 283,326 40.15 11,375,538.90
DM van der Merwe 486,812 40.15 19,545,501.80
* Director of Steinhoff Africa Holdings (Pty) Ltd
** Director of Steinhoff Europe AG
*** Director of JD Group Ltd
2003 Scheme: Lifting of trading restrictions on shares
Shareholders are referred to the trading restrictions agreed with
certain participants, in respect of the 2003 grant, as announced on
SENS on 30 June 2008 and 8 December 2008 respectively. To this end,
shareholders are hereby informed that the trading restrictions agreed
with the participants concerned have been lifted on 2 December 2013.
Disposal and Acquisition of shares by directors
In addition to the above, shareholders are advised that certain
directors disposed of a portion of their shares on Friday 6 December
2013, in order to settle related expenses arising from the vesting,
lifting of trading restrictions, their income tax, capital gains tax
and debt obligations as part of a block trade, as disclosed below:
Name of Director No of shares Sales price Proceeds on
sold Cents per disposal
share R
JNS du Plessis 117,040 40.15 4,699,156.00
HJK Ferreira 650,000 40.40 26,260,000.00
SJ Grobler 429,684 40.35 17,337,749.40
KJ Grove 124,133 40.15 4,983,939.95
MJ Jooste 7,652,442 40.48 309,770,852.16
AB la Grange 141,866 40.15 5,695,919.90
FJ Nel 506,024 40.43 20,458,550.32
M Nel 69,461 40.21 2,793,026.81
H Odendaal* 167,642 40.41 6,774,413.22
D Schreiber** 305,000 40.15 12,245,750.00
JHN van der Merwe*** 283,236 40.36 11,431,404.96
DM van der Merwe 842,812 40.42 34,066,461.04
* Director of Steinhoff Africa Holdings (Pty) Ltd
** Director of Steinhoff Europe AG
*** Director of JD Group Ltd
Acquisition of securities by a director
Pursuant to the disposals listed above, shareholders are informed that
Mr BE Steinhoff, a director of the Company, has acquired the following
shares indirectly beneficial through block trades from investors,
directors and officers:
on Friday 6 December 2013:
Name No of shares Purchase Total purchase
purchased price consideration
Cents per R
share
BE Steinhoff 17,978,626 40.50 728,134,353.00
on Monday 9 December 2013:
Name No of shares Purchase Total purchase
purchased price consideration
Cents per R
share
BE Steinhoff 700,000 41.40 28,980,000.00
Clearance has been granted in terms of paragraph 3.66 of the Listings
requirements for all the above transactions.
In accordance with section 122(3)(b) of the South African Companies
Act, No. 71 of 2008 as amended, and section 3.83(b) of the JSE Limited
Listings Requirements, shareholders are hereby advised that as a
result of the aforementioned acquisitions the Company has received
formal notification in the prescribed form that BE Steinhoff’s
interests in the securities of the Company has increased such that the
total interest in the securities of the Company held by him (directly
and indirectly) amounts to 10.02% (previously 9.04%) of the total
issued securities of that class in the share capital of the Company.
By Order of the Board
Steinhoff Africa Secretarial Services Proprietary Limited
COMPANY SECRETARY
10 December 2013
Sponsor - PSG Capital (Pty) Limited
Date: 10/12/2013 02:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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