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Steinhoff - International Equity Offering

Release Date: 11/11/2003 08:20
Code(s): SHF
Wrap Text

Steinhoff - International Equity Offering Steinhoff International Holdings Limited (Incorporated in the Republic of South Africa) (Registration number 1998/003951/06) JSE code: SHF ISIN code: ZAE 000016176 ("Steinhoff" or "the Company") International Equity Offering Introduction Further to the announcements on 3 October and 4 November 2003 regarding the international equity offering (the "International Offering") of ordinary shares in Steinhoff ("Steinhoff shares"), the Company is issuing 126 341 627 new Steinhoff shares at an issue price of Euro0,84365 per Steinhoff share (based on a price of R6,68 per Steinhoff share and a R/Euro exchange rate of R7,918 per euro) ("the issue price"), raising an amount of Euro106,6 million, before expenses. In addition, the company will issue a further 18 951 244 new Steinhoff shares at the issue price pursuant to the exercise of the option granted by the Company to the underwriters of the International Offering to increase the size of the International Offering ("the over-allotment option"), thereby raising a further amount of Euro16,0 million, before expenses. The over-allotment option was exercised solely for the purpose of covering over-allotments made in connection with the International Offering. The International Offering is being implemented by way of an issue of shares for cash to non-resident investors in accordance with the terms of the general authority granted to the directors of Steinhoff at the annual general meeting of the Company held on 29 November 2002. The purpose of the International Offering is to facilitate the continued growth and development of the Company. Steinhoff intends to use the net proceeds of the International Offering for strategic acquisitions and investments, capital expenditure and general corporate purposes. Financial effects The issue price was determined following a book-building process which commenced on 20 October 2003 and closed on 3 November 2003. The issue price of R6,68 per Steinhoff share represents a discount of 1,76% to the closing price on the JSE Securities Exchange South Africa ("JSE") on 3 November 2003 and a discount of 2,66% to the weighted average traded price of Steinhoff shares during the 30 business days preceding the date on which the issue price was determined. The pro forma financial effects of the International Offering, including the effects of the exercise in full of the over-allotment option and after providing for the estimated costs of the International Offering, on the basis set out below, are as follows: % Increase/ (In South African cents) Notes Before After (Decrease) Net asset value per share 1 522,4 536,7 2,7 (cents) Net tangible asset value 1 487,8 506,7 3,9 per share (cents) Earnings per share (cents) 2 92,9 83,4 (10,2) Headline earnings per share 2 104,8 93,7 (10,6) (cents) Notes: 1. Net asset value per share has been based on the audited consolidated balance sheet of Steinhoff as at 30 June 2003, adjusted for 145 292 871 Steinhoff shares issued at a price of R6,68 per Steinhoff share. In the case of net tangible asset value per share, the effects have been adjusted for the elimination of goodwill and intangible assets included in the consolidated balance sheet of Steinhoff as at 30 June 2003. In both instances, the number of shares used for the purposes of calculating net asset value and net tangible asset value per share is 946 054 793 in respect of the "Before" column and 1 091 347 664 in respect of the "After" column. 2. The "After" column in respect of the pro forma earnings and headline earnings per share has been based on the following assumptions: - the net proceeds of the International Offering were received on 1 July 2002 (at the issue price and R/Euro exchange rate of R7,918 per euro) and earned an interest return of 4% per annum before tax in euro terms. This return represents the average pre-tax cost of Steinhoff"s non South-African borrowings; and Steinhoff"s average tax rate of 11,2% in respect of the year ended 30 June 2003 being applied to the notional interest return referred to above. The above effects on earnings and headline earnings per share are given in terms of the Listings Requirements of the JSE and are not necessarily indicative of the impact which the International Offering will have on Steinhoff"s future earnings. On the assumption that Steinhoff would have earned a return of 20% per annum after tax (being marginally below Steinhoff"s historic return on equity in rand terms over the three years ended 30 June 2003), the effect of receiving the net proceeds on 1 July 2002 would have been an increase in earnings per share from 92,9 cents to 97,3 cents (an increase of 4,7%) and an increase in headline earnings per share from 104,8 cents to 107,6 cents (an increase of 2,7%). This announcement is not for publication, release or distribution in or into the United States, Canada, Australia or Japan. This announcement is not an offer for sale of securities in any jurisdiction including the United States, Canada, Australia or Japan, nor shall it constitute an offer to sell, or the solicitation of an offer to buy, and there shall not be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. This announcement is only for circulation to persons to whom it may lawfully be issued in circumstances in which section 21(1) of the Financial Services and Markets Act 2000 of the United Kingdom does not apply to the Company. This announcement does not in any manner constitute an offer to subscribe for or otherwise acquire securities in the Company. Stabilisation/FSA. Wynberg, Sandton 11 November 2003 Global Coordinator, Sole Bookrunner and Transactional Sponsor Citigroup Co-Lead Manager Deutsche Bank Co-Manager Commerzbank Securities Reporting Accountants and Auditors Deloitte & Touche Sponsor PSG Capital Legal Advisor Hofmeyr Herbstein & Gihwala Ing. Date: 11/11/2003 08:20:04 AM Supplied by www.sharenet.co.za Produced by the JSE SENS Department

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