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STEINHOFF INTERNATIONAL HOLDINGS LTD - RESULTS OF OFFER BY SAH AND EXTENSION OF CLOSING DATE STEINHOFF INTERNATIONAL HOLDINGS LTD (Incorporated in the Republic of South Africa) (Registration number 1998/003951/06) JSE code: SHF ISIN code: ZAE 000016176 STEINHOFF AFRICA HOLDINGS (PTY) LIMITED (Incorporated in the Republic of South Africa) (Registration number 1969/015042/07) ("SAH") PG BISON HOLDINGS (PTY) LIMITED (Incorporated in the Republic of South Africa) (Registration number 1999/016480/07) ("PGBH" or "the Company") RESULTS OF OFFER BY SAH AND EXTENSION OF CLOSING DATE Introduction Further to the circular to shareholders of PGBH dated 30 April 2004 ("the circular"), the directors of SAH wish to announce the results of the offer contained therein. All definitions contained in the circular apply, mutatis mutandis, to this announcement. Results of offer The elections available to PGBH shareholders (excluding the trustees of the trusts) and the elections available to participants in the trusts were exercised as follows: No. of PGBH % % of shares acceptance(1) issued shares(2)
Shareholders (excluding trustees) - Cash option 3 303 453 43,19 28,08 - Deferred option 2 534 706 33,14 21,54 - Decline offer - - - 5 838 159 76,33 49,62 Participants in the 1 759 512 23,00 14,95 trusts(3) - Cash option 113 428 1,48 0,96 - Deferred option 1 646 084 21,52 13,99 - Decline offer - - - Shares held by 50 566 0,67 0,44 trustees in respect of which no election has been received Shares subject to 7 648 237 100,00 65,01 the offer Shares held by 4 116 470 - 34,99 Steinhoff Africa Issued PGBH shares 11 764 707 - 100,00 Notes: (1) The "% acceptance" column represents the proportionate acceptance level of each alternative expressed as a percentage of the number of 7 648 237 shares which are subject to the offer (ie excluding SAH"s existing holding of 4 116 470 PGBH shares, or 34,99% of its issued share capital). (2) The "% of issued shares" column represents the number of shares in respect of which each option has been elected expressed as a percentage of the total number of 11 764 707 issued PGBH shares. (3) Participants elected the deferred option and the cash option in respect of 90,94% and 6,27% respectively of the aggregate number of 1 810 078 PGBH shares which are held by the trustees. 100 participants in the PG Bison Employee Share Trust having rights in respect of 50 566 PGBH shares (being 2,79% of the PGBH shares held by the trustees) have, to date, not yet submitted their forms of election. Conditionality of offer The offer was subject, inter alia, to a minimum acceptance level of the deferred option of 36,93% (or such lower percentage at SAH"s discretion) of the issued 11 764 707 shares of PGBH. SAH has now agreed to reduce this minimum acceptance level to 35,53% of the issued PGBH shares in respect of the deferred option. Consequently, the offer is now unconditional as to acceptances and, in terms of the Rules of the Securities Regulation Panel, SAH has agreed to extend the closing date of the offer to 14:30 on Tuesday, 8 June 2004. PGBH shareholders and/or participants who have not yet submitted their forms of election should now do so in order that such forms reach the Company by no later than 14:30 on Tuesday, 8 June 2004, failing which: - the offer shall be deemed to have been declined by non-submitting shareholders; or - the trustees shall deal with the rights concerned in respect of non-submitting participants, in their sole discretion and in accordance with the provisions of the trust deeds. The offer is still conditional upon the approval of the Competition Tribunal by not later than 30 June 2004. Upon receipt of such approval, settlement of the offer consideration will be effected in accordance with the procedures set out in the circular. Wynberg Sandton 26 May 2004 Reporting accountants and auditors to PGBH KPMG Attorneys to PGBH Roodt Inc. Attorneys Date: 27/05/2004 12:43:45 PM Supplied by www.sharenet.co.za Produced by the JSE SENS Department
