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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