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STEINHOFF INTERNATIONAL HOLDINGS LD - Dealing in securities by directors

Release Date: 10/12/2013 14:30
Code(s): SHF     PDF:  
Wrap Text
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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