STEINHOFF INTERNATIONAL HOLDINGS LIMITED
(INCORPORATED IN THE REPUBLIC OF SOUTH AFRICA)
(REGISTRATION NUMBER 98/03951/06)
("STEINHOFF")
CORNICK GROUP LIMITED
(REGISTRATION NUMBER 64/02648/06)
("CORNICK")
FURTHER CAUTIONARY ANNOUNCEMENT RELATING TO A MERGER OF STEINHOFF AFRICA
HOLDINGS (PROPRIETARY) LIMITED AND CORNICK
FURTHER TO THE SEPARATE CAUTIONARY ANNOUNCEMENTS DATED 9 APRIL 1999, THE
BUSINESS BANK AND BRAIT MERCHANT BANK ARE AUTHORISED TO ANNOUNCE THAT AGREEMENT
HAS BEEN REACHED FOR A MERGER OF THE OPERATIONS OF CORNICK AND STEINHOFF AFRICA
HOLDINGS (PROPRIETARY) LIMITED, SUBJECT TO THE FULFILMENT OF CERTAIN CONDITIONS
PRECEDENT.
THE MERGER WILL CREATE A FULLY INTEGRATED FURNITURE MANUFACTURER CAPABLE OF
DERIVING SUBSTANTIAL SYNERGISTIC BENEFITS WITH REGARD TO PURCHASING, SHARED
INFRASTRUCTURE, SYSTEMS, DISTRIBUTION AND MARKETING WHICH WILL NECESSARILY
IMPACT FAVOURABLY ON FUTURE EARNINGS PER SHARE. PARTICULAR AREAS IN WHICH THE
POTENTIAL BENEFITS OF THE MERGER ARE EVIDENT, INCLUDE:
- THE ACCESS THAT CORNICK'S BUSINESSES WILL HAVE TO STEINHOFF'S VAST EXPORT
DISTRIBUTION NETWORK AND MARKETS;
- RECIPROCAL UTILISATION OF IDLE PRODUCTION CAPACITY WHICH MAY ARISE FROM TIME
TO TIME;
- THE ENHANCED FOCUS OF THE COMBINED LOCAL OPERATIONS; AND
- COMPLEMENTARY MANAGEMENT SKILLS AND ENHANCED MANAGEMENT DEPTH ON BOTH SIDES.
UPON FULFILMENT OF THE CONDITIONS PRECEDENT, CORNICK SHAREHOLDERS WILL
ULTIMATELY RECEIVE ONE STEINHOFF SHARE FOR EACH CORNICK SHARE HELD OR MAY AVAIL
THEMSELVES OF A CASH UNDERPIN.
STEINHOFF INTENDS TO RAISE APPROXIMATELY R300 MILLION BY WAY OF A RENOUNCEABLE
RIGHTS OFFER FROM THE PROCEEDS OF WHICH CORNICK'S ENTIRE INTEREST-BEARING DEBT
WILL BE REDEEMED.
A DETAILED ANNOUNCEMENT WILL BE PUBLISHED AS SOON AS IS PRACTICALLY POSSIBLE
AND ACCORDINGLY STEINHOFF SHAREHOLDERS AND CORNICK SHAREHOLDERS ARE ADVISED TO
CONTINUE EXERCISING CAUTION IN DEALING WITH THEIR STEINHOFF AND CORNICK SHARES.
JOHANNESBURG
23 APRIL 1999
MERCHANT BANK TO STEINHOFF
THE BUSINESS BANK
A NEW FORCE IN MERCHANT BANK
MERCHANT BANK TO CORNICK
BRAIT MERCHANT BANK LIMITED
(REGISTRATION NUMBER 60/03893/06)
SPONSORING BROKER TO STEINHOFF
BOE SECURITIES (PTY) LIMITED
(REGISTRATION NUMBER 96/15589/07)
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
STANDARD EQUITIES (PTY) LIMITED
REGISTRATION NUMBER 72/08305/07
(MEMBER OF THE JOHANNESBURG STOCK EXCHANGE)
PSG SECURITIES LIMITED
REGISTRATION NUMBER 96/00509/06
MEMBER OF THE JOHANNESBURG STOCK EXCHANGE
CORPORATE ADVISOR TO CORNICK
BRAIT ADVISORS
ATTORNEYS FOR STEINHOFF
DYASON