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STEINHOFF INTERNATIONAL HOLDINGS LIMITED - 2015 Dividend: Terms of the Capitalisation Issue Share Alternative

Release Date: 21/10/2015 17:33
Code(s): SHF     PDF:  
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2015 Dividend: Terms of the Capitalisation Issue Share Alternative

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

2015 DIVIDEND: TERMS OF THE CAPITALISATION ISSUE SHARE ALTERNATIVE

INTRODUCTION

In the announcement regarding the Company’s audited results for the year ended 30 June
2015 published on the Securities Exchange News Service (“SENS”) on 8 September 2015 and
in the press on 9 September 2015, shareholders were advised that the directors declared a
cash dividend from retained earnings of 165 cents per share (“the Cash Dividend”) and
indicated that Shareholders will be entitled to elect to receive a capitalisation issue
alternative in lieu of the Cash Dividend (“the Capitalisation Issue Alternative”).

Shareholders are hereby advised that the directors of Steinhoff have determined the terms of
the Capitalisation Issue Alternative. Shareholders should note that if they wish to accept the
Cash Dividend, no further action is required.


TERMS OF THE CAPITALISATION ISSUE ALTERNATIVE

Shareholders recorded in the register of Steinhoff at the close of business on Friday,
13 November 2015 ("the record date"), will be eligible for the Cash Dividend and/or the
Capitalisation Issue Alternative in respect of all or part of their shareholdings at the election of
the shareholder concerned. The last day to trade in order to be entitled to participate in the
dividend will be Friday, 6 November 2015. Shareholders will receive the Cash Dividend unless
they elect to receive the Capitalisation Issue Alternative for the financial year ended 30 June
2015.

Based on 3 738 272 079 shares in issue as at 20 October 2015, being the last practicable date
(“last practicable date”) of this announcement and the Cash Dividend of 165 cents per
share, the maximum Cash Dividend will amount to R6 168 148 930.35. This maximum amount
is clearly subject to the extent to which elections are made by shareholders to instead
receive the Capitalisation Issue Alternative award.

The issue price applicable to the Capitalisation Issue Alternative is 8,322 cents per share,
which is the volume weighted average traded price per Steinhoff share on the JSE Limited
(“the JSE”) over the five trading days up to and including Tuesday, 20 October 2015, being
the last practical date before the finalisation and release of this announcement on SENS.

Based on the issue price referred to above and the shares in issue as at the last practicable
date, the ratio of entitlement to Capitalisation Issue Alternative will be 1.98270 capitalisation
issue shares for every 100 Steinhoff shares held (“the ratio of entitlement”). Therefore, the
maximum number of Capitalisation Issue Alternative shares that will be issued, should all
shareholders elect to receive the Capitalisation Issue Alternative, is 74 118 721 shares.

Shares issued pursuant to the Capitalisation Issue Alternative will be issued as fully paid-up by
way of capitalisation of part of Steinhoff’ retained earnings account and will, upon their
issue, rank pari passu in all respects with the other Steinhoff shares then in issue.

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.

GENERAL

Application has been made to the JSE for the maximum possible number of shares to be
issued in terms of the Capitalisation Issue Alternative to be listed with effect from the
commencement of business on Monday, 9 November 2015. An adjustment to the number of
the shares listed will be made on or about Tuesday, 17 November 2015, in accordance with
the actual elections made.

Documentation dealing with the Capitalisation Issue Alternative and the procedure required
for electing same, will be posted on the Company’s website www.steinhoffinternational .com
and posted to shareholders who have not elected to receive electronic communications
from the Company, on Friday, 23 October 2015. 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.

In order to be valid, shareholders who are holding certificated Steinhoff shares and wish to
elect to receive the Capitalisation Issue Alternative 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, 13 November 2015.

 The results of the share award will be published on SENS on Monday, 16 November 2015.
Share certificates, where applicable, and/or dividend cheques (net of South African
Dividend Withholding Tax (“Dividends Tax”), where applicable) will be posted to certificated
shareholders by registered post and ordinary post, respectively, at the risk of such
shareholders on or about Monday, 16 November 2015. CSDP/broker accounts will be
updated/credited in respect of dematerialised shareholders according to their election on
Monday, 16 November 2015.

TAX IMPLICATIONS

The Cash Dividend will be paid out of retained earnings and subject to Dividends Tax at a
rate of 15%, resulting in a net Cash Dividend of 140.25 cents per share, unless the relevant
shareholder is exempt from Dividends Tax or is entitled to a reduced rate in terms of the
applicable double tax agreement.

The Capitalisation Issue Alternative is not subject to Dividends Tax. However, there are
possible tax implications, for both resident as well as non-resident shareholders, of electing to
receive shares under the Capitalisation Issue Alternative and shareholders are advised to
obtain their own professional advice in this regard.

The Company’s income tax reference number is 9599003713. At the Last Practicable Date
the company had 3 738 272 079 ordinary shares in issue.



Stellenbosch
21 October 2015

Company Secretary: Steinhoff Africa Secretarial Services Proprietary Limited
Sponsor: PSG Capital Proprietary Limited

Date: 21/10/2015 05:33:00 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
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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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