Wrap Text
SHF - Steinhoff International Holdings Limited - Audited results for the year
ended 30 June 2010
Steinhoff International Holdings Limited
("Steinhoff" or "the company" or "the group")
Registration number: 1998/003951/06
(Incorporated in the Republic of South Africa)
JSE share code: SHF
ISIN code: ZAE000016176
AUDITED RESULTS FOR THE YEAR ENDED 30 JUNE 2010
Operating margin increased to 10.8% (2009: 10.1%)
Headline earnings increased 9% to R3.5bn
Cash generated from operations increased 45% to R5.7bn
Net gearing at 34% (H1 10: 36%)
Distribution of 63 cps (2009: 60 cps)
CONDENSED CONSOLIDATED INCOME STATEMENT Notes Audited Audited % change
Year Year
ended ended
30 June 30 June
2010 2009
Rm Rm
Revenue 48 040 50 869 (6)
Operating profit before depreciation and 6 127 6 127 -
capital items
Depreciation (920) (974)
Operating profit before capital items 5 207 5 153 1
Capital items 1 (63) 49
Earnings before interest, dividend income, 5 144 5 202 (1)
associate earnings and taxation
Net finance charges (953) (1 001)
Dividend income 7 1
Earnings before associate earnings and 4 198 4 202 -
taxation
Share of profit of associate companies 36 6
Profit before taxation 4 234 4 208 1
Taxation (481) (581)
Profit for the year 3 753 3 627 3
Attributable to:
Owners of the parent 3 541 3 379 5
Non-controlling interests 212 248
Profit for the year 3 753 3 627 3
Headline earnings per ordinary share (cents) 254.6 251.5 1
Fully diluted headline earnings per ordinary
share (cents) 244.2 241.9 1
Basic earnings per ordinary share (cents) 251.5 254.7 (1)
Fully diluted earnings per ordinary share 241.4 244.7 (1)
(cents)
Number of ordinary shares in issue (m) 1 408 1 280 10
Weighted average number of ordinary shares in 1 376 1 283 7
issue (m)
Earnings attributable to ordinary 2 3 460 3 267 6
shareholders (Rm)
Headline earnings attributable to ordinary 3 3 504 3 226 9
shareholders (Rm)
Distribution per ordinary share (cents) 63 60 5
Average currency translation rate (rand:euro) 10.5954 12.3503 (14)
The capitalisation share award on 7 December 2009, led to the restatement of
comparative per share numbers, none of which resulted in a deviation of more
than 1.4 cents.
ADDITIONAL INFORMATION Audited Audited
Year Year
ended ended
30 June 30 June
2010 2009
Rm Rm
Note 1: Capital items
Foreign currency translation reserve released on sale of - 5
subsidiary
Impairments (27) (12)
(Loss)/profit on sale of investments and associate (36) 1
companies
Loss on scrapping of vehicle rental fleet (6) (6)
Profit on disposal of investment properties - 18
Profit on disposal of property, plant and equipment 6 43
(63) 49
Note 2: Earnings attributable to ordinary shareholders
Earnings attributable to owners 3 541 3 379
Dividend entitlement on non-redeemable cumulative (81) (112)
preference shares
3 460 3 267
Note 3: Headline earnings attributable to ordinary
shareholders
Earnings attributable to owners 3 541 3 379
Adjusted for:
Capital items (note 1) 63 (49)
Taxation effects of capital items (19) 1
Remeasurements included in share of profit of associate - 7
companies
Dividend entitlement on non-redeemable cumulative (81) (112)
preference shares
3 504 3 226
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS Audited Audited
Year Year
ended ended
30 June 30 June
2010 2009
Rm Rm
Cash generated before working capital changes 6 074 5 871
(Increase)/decrease in inventories (241) 541
Increase in receivables (619) (933)
Increase/(decrease) in payables 484 (1 545)
Net changes in working capital (376) (1 937)
Cash generated from operations 5 698 3 934
Net finance costs (824) (884)
Dividends paid (119) (158)
Dividends received 7 1
Taxation paid (290) (309)
Net cash inflow from operating activities 4 472 2 584
Net cash outflow from investing activities (3 271) (3 987)
Net cash (outflow)/inflow from financing activities (218) 1 702
Net increase in cash and cash equivalents 983 299
Effects of exchange rate changes on cash and cash (598) (558)
equivalents
Cash and cash equivalents at beginning of year 4 736 4 995
Cash and cash equivalents at end of year 5 121 4 736
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION Audited Audited
30 June 30 June
2010 2009
Rm Rm
ASSETS
Non-current assets
Property, plant and equipment, investment properties and 14 853 11 277
biological assets
Intangible assets and goodwill 17 675 18 875
Investments and loans 3 598 2 368
Investments in associate companies 920 3 005
Deferred taxation assets* 468 569
Other long-term assets 278 -
37 792 36 094
Current assets
Accounts receivable, short-term loans and other current 9 748 9 168
assets
Inventories 4 520 4 757
Cash and cash equivalents 5 121 4 736
19 389 18 661
Total assets 57 181 54 755
EQUITY AND LIABILITIES
Capital and reserves
Ordinary share capital and reserves 23 323 21 021
Preference share capital 1 042 1 042
24 365 22 063
Non-controlling interests 2 696 2 861
Total equity 27 061 24 924
Non-current liabilities
Deferred taxation liabilities* 2 392 2 488
Interest-bearing long-term liabilities 15 107 12 704
Other long-term liabilities and provisions 604 963
18 103 16 155
Current liabilities
Interest-bearing short-term liabilities 3 241 5 178
Accounts payable, provisions and other current liabilities 8 776 8 498
12 017 13 676
Total equity and liabilities 57 181 54 755
Net asset value per ordinary share (cents) 1 657 1 642
Net gearing ratio (%) 34 35
Closing exchange rate (rand:euro) 9.3781 10.8265
*Reallocations were done between deferred taxation assets and liabilities
for 30 June 2009 to bring prior year disclosure in line with current year
disclosure.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Audited Audited
Year Year
ended ended
30 June 30 June
2010 2009
Rm Rm
Profit for the year 3 753 3 627
Other comprehensive income/(loss)
Actuarial losses on defined benefit plans (24) (31)
Exchange differences on translation of foreign (2 856) (2 587)
subsidiaries
Net value gain/(loss) on cash flow hedges 41 (49)
Deferred taxation 5 8
Other comprehensive loss for the year, net of taxation (2 834) (2 659)
Total comprehensive income for the year 919 968
Total comprehensive income attributable to:
Owners of the parent 1 095 1 102
Non-controlling interests (176) (134)
Total comprehensive income for the year 919 968
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Audited Audited
Year Year
ended ended
30 June 30 June
2010 2009
Rm Rm
Balance at beginning of the year 24 924 24 784
Changes in ordinary share capital and share premium
Capital distribution (1 020) (761)
Issue of shares in terms of the deferred delivery share - 11
scheme
Net shares issued 2 134 -
Net utilisation/(purchases) of treasury shares 39 (33)
Profit on treasury share transactions net of capital gains 52 -
taxation
Changes in reserves
Total comprehensive income for the year attributable to 1 095 1 102
owners of the parent
Preference dividends (99) (118)
Share-based payments 110 48
Other reserve movements (9) (1)
Changes in non-controlling interests
Total comprehensive loss for the year attributable to non- (176) (134)
controlling interests
Dividends and capital distributions paid (20) (39)
Other transactions with non-controlling interests 31 65
Balance at end of the year 27 061 24 924
Comprising:
Ordinary share capital and share premium 4 923 3 718
Preference share capital and share premium 1 042 1 042
Distributable reserves 19 224 15 783
Actuarial gains reserve 5 24
Cash flow hedge and other fair value reserves (9) (50)
Convertible and redeemable bonds reserve 353 353
Foreign currency translation reserve (1 693) 775
Share-based payment reserve 534 424
Statutory reserves (14) (6)
Non-controlling interests 2 696 2 861
27 061 24 924
SEGMENTAL ANALYSIS Audited Audited % change
Year Year
ended ended
30 June 30 June
2010 2009
Rm Rm
Revenue
Retail activities
- Household goods and building supplies 20 532 21 660 (5)
- Automotive 11 490 10 202 13
Manufacturing and sourcing of household goods and 22 096 23 791 (7)
related raw materials
Logistics services 6 125 5 776 6
Corporate services
- Brand management 376 414 (9)
- Investment participation 350 254 38
- Central treasury, properties and other 153 251 (39)
activities
61 122 62 348 (2)
Intersegment revenue eliminations (13 082) (11 479) 14
48 040 50 869 (6)
Operating profit before capital items
Retail activities
- Household goods and building supplies 1 294 1 379 (6)
- Automotive 331 283 17
Manufacturing and sourcing of household goods and 2 395 2 560 (6)
related raw materials
Logistics services 702 677 4
Corporate services
- Brand management 376 414 (9)
- Investment participation 350 254 38
- Central treasury, properties and other 395 324 22
activities
5 843 5 891 (1)
Intersegment profit eliminations (636) (738)
5 207 5 153 1
Audited % Audited %
30 June 30 June
2010 2009
Rm Rm
Total assets
Retail activities
- Household goods and building supplies* 18 479 37 20 095 44
- Automotive 2 777 5 2 314 5
Manufacturing and sourcing of household 13 654 28 11 962 26
goods and related raw materials*
Logistics services 7 277 15 5 261 12
Corporate services
- Brand management* 3 826 8 3 648 8
- Investment participation 2 370 5 1 922 4
- Central treasury, properties and other 859 2 573 1
activities
49 242 100 45 775 100
RECONCILIATION OF TOTAL ASSETS PER STATEMENT OF FINANCIAL Audited Audited
POSITION TO TOTAL ASSETS PER SEGMENTAL ANALYSIS 30 June 30 June
2010 2009
Rm Rm
Total assets per statement of financial position* 57 181 54 755
Less: Cash and cash equivalents (5 121) (4 736)
Less: Investments in associate companies (920) (3 005)
Less: Investment in preference shares (242) (216)
Less: Interest-bearing investments and loans (1 656) (1 023)
Total assets per segmental analysis 49 242 45 775
GEOGRAPHICAL INFORMATION Audited % Audited %
Year Year
ended ended
30 June 30 June
2010 2009
Rm Rm
Revenue
Continental Europe 16 785 35 19 049 37
Pacific Rim 2 631 5 3 070 6
Southern Africa 20 651 43 19 349 38
United Kingdom 7 973 17 9 401 19
48 040 100 50 869 100
Audited % Audited %
30 June 30 June
2010 2009
Rm Rm
Non-current assets
Continental Europe* 19 939 53 16 883 47
Pacific Rim 1 357 4 1 262 3
Southern Africa 10 750 28 10 864 30
United Kingdom* 5 746 15 7 085 20
37 792 100 36 094 100
*Reallocations were done between deferred taxation assets and liabilities for
30 June 2009 to bring prior year disclosure in line with current year
disclosure.
REVIEW OF RESULTS
Our strategy of building quality businesses of scale with significant
integration capability continues. Our European and African businesses
delivered good results in line with their targets and strategic objectives.
REVENUE PER SEGMENT
10% Logistics services
2% Corporate services
36% Manufacturing and sourcing
52% Retail activities
REVENUE PER GEOGRAPHICAL REGION
17% United Kingdom
43% Southern Africa
35% Continental Europe
5% Pacific Rim
TOTAL ASSETS
14% Corporate services
15% Logistics services
43%Retail activities
28% Manufacturing and sourcing
OPERATIONAL REVIEW: STEINHOFF EUROPE
It is management`s focus and priority to deliver sustained profitable growth.
These targets are measured in the respective local currencies in which our
global businesses trade. Our mainland European businesses reported improved
sales performances supported by a resilient economy and strong consumer
behaviour in countries such as Switzerland, Austria and Germany
The European retail, manufacturing and wholesale businesses generated revenue
growth in euro terms.
Retail activities: Household goods
United Kingdom
The resilient performance of the UK retail businesses in the traditionally
weaker first half of the financial year, shielded the group from the weak
consumer spending cycle that followed in the second half of the year under
review.
The household goods retail businesses increased revenues at stable margins,
despite the severe weather conditions, pound weakness, increased freight cost
and the uncertainty surrounding the election in the second half of the year.
Sales in the bedding retail business outperformed that of last year. Operating
margins were strong with growth plans to integrate supplementary bedroom
furniture within the current product range well underway.
Continental Europe
The European retail businesses delivered satisfying sales growth. Net
operating margin is also satisfactory.
The roll-out of additional stores throughout mainland Europe will continue
during the next 12 months.
Our various retail participation joint-ventures continue to grow. The focus
remains on securing top class retail sites throughout Europe, particularly in
eastern Europe. These investments continue to facilitate the growth and
distribution of products throughout the European Union, and will form the
foundation of the organic growth targets.
Pacific Rim
Retail sales were weaker than that of the previous year in a market
characterised by tough competition and persistent discounting. However,
margins improved as a result of decisive management action to reduce reactive
marketing spend and focusing on a more profitable product range. The bedding
retail business achieved its growth targets. Further opportunities to
capitalise on growth opportunities are being explored.
Manufacturing and sourcing
United Kingdom
The recent integration of our mattress and foam manufacturing businesses is
performing well. The management team successfully streamlined the structure
and consolidated these businesses. Product innovation has also been further
enhanced with a new bedding range. The roll-up mattress business also grew
ahead of expectations. Both continental European mattress operations in the
Netherlands and Germany, which are managed by the UK team, delivered improved
results.
Continental Europe
In contrast to the depressed eastern European retail environment, our
production facilities reported encouraging sales growth. The European
upholstery divisions benefited from the prevailing weak currencies in these
territories. Increased efficiencies from the rationalisation and merging of
all our European upholstery factories into one integrated unit further
improved margins.
The roll-out of exclusive product studios into our retail partners` network
continues to add turnover growth at improved margins.
The European trading divisions benefited from the strategic role it plays in
supplying our European retail customers with exclusive ranges complemented by
a full service back-up.
International sourcing
The general growth in the group`s retail businesses continues to stimulate
trade through our International Sourcing division in the Far East. The
division increased orders processed and containers shipped compared with the
volumes of the previous year. The overhead cost structure remains competitive
with additional cost savings achieved during this year. In order to counter
the inflationary pressures from China, the sourcing team is actively
investigating alternative sourcing possibilities in the East to ensure that
our group remains competitive and flexible.
Logistics services
Continental Europe, United Kingdom and Pacific Rim
The group`s focus on logistical expertise, and its existing warehouse
footprint in Europe and the Pacific Rim, continues to benefit group operations
and alliance retail partners.
OPERATIONAL REVIEW: STEINHOFF AFRICA
The general market conditions in the southern African region remained
depressed during the financial year, but the diverse nature of the African
industrial businesses again resulted in revenue growth.
Retail activities: Building supplies
Our building supply retail business targets the professional tradesman. Trade
demand has been weak throughout the year. The residential market continued to
slow during the year; building plans passed declined and new residential
construction was subdued. As a result total sales and profit for this business
were down for the year under review.
Retail activities: Automotive
The division delivered solid results, taking into account that the market has
not yet recovered to its 2007 levels. Despite the markets`s contraction for
the full financial year, industry sales for the first half of 2010 showed
improved growth. Notwithstanding, the division has grown double digits, year-
on-year, and improved its share of dealer sales in all the franchises it
represents and remain on target to increase its market share.
Manufacturing and sourcing
The decline in the South African construction and furniture markets continued
to adversely impact upon the group`s timber operations. However, these
operations are now appropriately structured to deliver profitable growth from
a new base commensurate with the market conditions in which they operate. In
addition, the timber businesses are exploring more innovative product
enhancements and additional markets to develop. The foam operations grew
volumes and improved margins in the year
Logistics services
Unitrans delivered an excellent set of results, with revenue and operating
profit exceeding that of the prior year. The sugar and agricultural division
reported substantial growth at a more sustainable level. The freight and
logistics division benefited from the growth in supply-chain and warehousing
service contracts, while the fuel and chemical division capitalised on their
commitment to safety and growing volumes from the existing customer base. The
passenger division achieved record results both in terms of sales growth and
operating margin.
FINANCIAL REVIEW
While the consumer environment remains challenging and economies (and
currencies) volatile, we are delighted to report another pleasing set of
results. In line with various strategic initiatives our vertically integrated
business achieved margin improvement on sustainable revenue.
Revenue
Gross revenue and volumes for both the African and European businesses
increased during the year under review.
With the group`s reporting currency (rand) strengthening by 14% during the
year against the euro, coupled by the weakness in the eastern European
currencies (in which the majority of the group`s manufacturing revenues are
generated), the real growth within the group`s underlying businesses is not
apparent when translated and evaluated in rand.
A further factor impacting upon revenue is the growth in intra-group-trading,
which increased by 14% in the year under review. This is in line with our
strategy to focus on sustainability and quality of revenue, which leads to
higher margins.
Accordingly, as a result of the effect of the elimination and consolidation of
intra-group sales as well as the impact of the strengthening rand against the
euro (14% change) the group`s rand denominated revenue was R48bn (2009:
R51bn).
The southern African operations increased revenue by 6.7%.
Operating margin
The group`s focus on optimising the supply chain and maximising intra-group
business improved the average operating margin by 70 basis points to 10.8%
(2009: 10.1%).
Continued attention is paid to sustaining and improving margins group-wide.
Net finance charges
Net finance charges decreased by 5% to R953m (2009: R1 001m) reflecting the
benefits to the group of the low interest rate environment which is prevalent
in Europe, and sound cash and working capital management throughout our global
activities.
Taxation
The lower effective tax rate of 11.4% mainly arose as a result of additional
profits earned within the eastern European operations where most of the income
is either exempt from or attracts low taxation rates. Since 2007, a group
company has been involved in a dispute with the South African Revenue Service
(SARS). Post year-end the group settled the R129.7m tax dispute (as disclosed
under contingent liabilities since 2007) with SARS for R18m (including finance
charges). No other material tax queries are outstanding in any of the
countries where the group operates.
Non-controlling interest
Non-controlling (minority) shareholders` share of profits decreased to R212m
(2009: R248m), as a result of the lower conversion rate of the earnings of the
underlying retail operations in continental Europe.
Earnings per share (EPS) and headline earnings per share (HEPS)
The average rand exchange rate strengthened by 14% against the euro, from
R12.3503:EUR1 to R10.5954:EUR1 in 2010. On a pro forma constant currency basis
(which restates the current results using the same average conversion rate as
for the previous year) group revenues would have been up by 3% (reported down
6%), HEPS would have been up 15% (reported up 1%) and EPS would have been up
12% (reported down 1%).
The EPS of the group was adversely affected by a R36m capital loss realised on
disposal of an associate investment, as well as impairment charges of R27m, in
both instances before taxation.
Assets
The group`s total assets as at 30 June 2010 amounted to R57 181m
(2009: R54 755m) while net asset value per share increased to 1 657 cents per
share (2009: 1 642 cents per share). The majority of the group`s assets are
situated in Europe. These assets were converted at a closing rate of
R9.3781:EUR1 compared with R10.8265:EUR1 in respect of the previous year (a
13% decline).
Working capital
The group`s integrated operations delivered satisfying results in the context
of working capital management and cash generation. Despite increased activity
levels, most business divisions remained neutral on changes in working
capital. According to the revised IAS 16 - Property, Plant and Equipment all
fleet vehicles sold by our car rental business, are no longer classified as
capital items. Instead, these are treated as inventory from the date that such
vehicles are no longer held for rental purposes.
The group`s policy of insuring not only most of its debtors, but also all
other retailers to whom we may be exposed in terms of retail participation
remains in place. As a result, the group did not incur any significant bad
debt write-offs.
Debt
At 30 June 2010, the group had net interest-bearing debt of R9.2bn
(2009: R8.8bn) resulting in a net debt:equity ratio of 34% (2009: 35%). The
group remains well capitalised.
The group maintains an appropriate long-term debt maturity profile. All
material debt facilities with maturities falling within the current calendar
year, including the EUR235m syndicated loan, as well as certain bilateral
banking facilities in South Africa, were refinanced (refer Corporate
Activity).
At 30 June 2010 the group had R5.1bn (2009: R4.7bn) cash and cash equivalents
and confirmed unutilised borrowing facilities of R7.2bn
(2009: R8.1bn).
Cash flow
Improved cash flows were generated for the year. The focus on cost
efficiencies and working capital management underscores the group`s cash
generative ability and positions it well for ongoing strategic expansion.
The group`s net cash flow generated from operations amounted to R5.7bn, which
is an increase of 45% compared with the prior year (2009: R3.9bn). Cash
generation is determined after taking into account the investment in working
capital of R376m (2009: R1 937m), a decrease of 81%.
The group`s cash flow from operating activities increased by 73% to R4.5bn
(2009: R2.6bn) which reflects management`s priority of delivering sustainable
earnings growth, supported by solid cash generation and preserving the group`s
cash resources and liquidity profile.
CORPORATE ACTIVITY
In addition to the corporate activities announced in the interim report dated
2 March 2010, the group concluded the following transactions:
- In South Africa, the group raised new bilateral-term facilities amounting to
R2.8bn in aggregate, with maturity dates of 2013 and 2015 respectively. A
portion of these loans was used to redeem certain facilities as well as the
UTR01 note which reached maturity post year-end.
- During the year, Steinhoff Finance Holding GmbH (a subsidiary registered in
Austria), was constituted as the intermediate holding company of the group`s
entire foreign operations, which enabled the group to increase the equity of
Steinhoff Europe AG by EUR577m.
Outlook
Uncertainty remains about a sustained improvement in market conditions. We are
committed to the long-term growth of our business. It is management`s focus
and priority to deliver sustained profitable growth, as measured in the
respective local currencies in which our businesses trade.
We continue to support our businesses, invest in our people and infrastructure
to enable us to deliver quality products and services to our customers and to
provide acceptable long-term returns to our shareholders.
Rand strength will continue to impact upon the group`s rand reported earnings
if the growth in euro profits does not outperform the effect of the change in
the average rand translation rate.
The group`s integrated business model remains a key competitive advantage and,
together with its flexibility of supplementing its own produced goods with
third-party sourced products, continues to achieve market share gains. The
sovereign debt crises that emerged in the latter part of the year benefited
the group, especially in the German region, where the economy experienced
excellent growth, mainly driven by exports as a result of the weaker euro.
This has resulted in positive sentiment and improved consumer confidence and
spending in these territories. Our strategy in respect of our retail alliance
partners, continues to deliver the desired results, especially in respect of
our higher margin products in the upper end of the market. Our investments in
the retail participation segment hold exciting prospects, particularly in view
of the expanded footprint in eastern Europe.
In line with our business model of increasing the group`s retail footprint,
corporate opportunities and strategic partnerships are continuously evaluated,
in Europe and in southern Africa.
While the results for the group in 2010 are satisfying, we firmly believe that
we have the appropriate strategy in place and remain confident about the
future.
On behalf of the board of directors
Len Konar Markus Jooste
NON-EXECUTIVE CHAIRMAN CHIEF EXECUTIVE OFFICER
7 September 2010
DECLARATION OF CAPITALISATION SHARE AWARD WITH CASH DISTRIBUTION OPTION
The board has resolved to award capitalisation shares from the share premium
account to shareholders recorded in the register at the close of business on
Friday, 3 December 2010 ("the share award"). Shareholders will, however, be
entitled to decline the share award or any part thereof and instead elect to
receive a cash distribution by way of a capital reduction from the share
premium account of 63 cents (2009: 60 cents) per share ("the capital
distribution").
The last day to trade Steinhoff shares on the JSE Limited (JSE) to ensure that
the purchaser appears as a shareholder on the record date (3 December 2010)
will be Friday, 26 November 2010. Shares will commence trading ex distribution
from the commencement of trading on Monday, 29 November 2010. Payment and
issue date will be Monday, 6 December 2010.
The terms of the share award will be announced on Wednesday, 10 November 2010
and documentation relating thereto will be posted by Thursday,
11 November 2010. Elections in respect of the capital distribution will close
on Friday, 3 December 2010 at 12:00.
Shareholders are required to notify their duly appointed participant or broker
of their election in terms of the capital distribution.
Shareholders will have their CSDP or broker accounts credited with the share
award on Monday, 6 December 2010.
The capital distribution will be electronically transferred to the bank
accounts of certificated shareholders who utilise this facility on Monday, 6
December 2010. In all other instances of certificated holders, cheques dated 6
December 2010 or the relevant capitalisation share certificates will be posted
on or about that date. Shareholders who have dematerialised their shares will
have their accounts credited on 6 December 2010.
Annual report
The annual report will be mailed to shareholders in due course. The annual
general meeting is scheduled to take place on Monday, 6 December 2010, at the
registered office of the company at 10:00.
On behalf of the board of directors
Stehan Grobler
COMPANY SECRETARY
7 September 2010
Other notes
1. Corporate governance
Steinhoff has embraced the recommendations of the King Reports on Corporate
Governance and strives to provide reports to shareholders that are timely,
accurate, consistent and informative.
2. Social responsibility
Steinhoff continues to be recognised for its corporate social investment
activities. The group remains committed to the related initiatives and is
conscious of the needs in this regard. A number of social responsibility
projects are continuing.
3. Human resources
A constructive working relationship is maintained with the relevant unions.
Ongoing skills and equity activities continue to ensure compliance with
current legislation.
Plans continue in terms of initiatives embarked upon that contribute to
broader skills development and sourcing appropriately qualified staff on an
ongoing basis.
4. Related-party transactions
The company entered into various related-party transactions. These
transactions are no less favourable than those arranged with third parties.
5. Further events
No significant events have occurred in the period between the reporting date
and the date of this report.
For more detail on the group`s listed investment, shareholders are referred to
the results and/or corporate announcements and financial information of: KAP
International Holdings Limited - 7 September 2010 www.kapinternational.com
SELECTED EXPLANATORY NOTES
Statement of compliance
The consolidated annual financial statements from which these condensed
financial statements have been derived, have been prepared in accordance with
International Financial Reporting Standards (IFRS), the AC 500 standards as
issued by the Accounting Practices Board, the interpretations adopted by the
International Accounting Standards Board (IASB), the listing requirements of
the JSE , the requirements of the South African Companies Act and the
information required by IAS 34 - Interim Financial Reporting.
Basis of preparation
The annual financial statements are prepared in millions of South African
rands (Rm) on the historical-cost basis, except for certain assets and
liabilities which are carried at amortised cost, and derivative financial
instruments and biological assets which are stated at their fair value.
Auditor`s opinion
The auditors, Deloitte & Touche, have issued their opinion on the group`s
financial statements for the year ended 30 June 2010. The audit was conducted
in accordance with International Standards on Auditing. They have issued an
unmodified audit opinion. These summarised condensed financial statements have
been derived from the group financial statements and are consistent in all
material respects, with the group`s financial statements. A copy of their
audit report is available for inspection at the company`s registered office.
Any reference to future financial performance included in this announcement,
has not been reviewed or reported on by the company`s auditors. Full details
of the group`s business combinations for the year, additions and disposals of
property, plant and equipment as well as commitments and contingent
liabilities will be included in the group`s consolidated financial statements.
Changes in accounting policies
The accounting policies of the group have been applied consistently to the
periods presented in the consolidated financial statements, except for the
adoption of:
IFRS 2-Share-based Payment: Group cash-settled share-based payment
transactions
IFRS 3 - Business Combinations (revised)
IFRS 7 - Financial Instruments: Disclosure: Improving disclosures about
financial instruments
IAS 1 - Presentation of Financial Statements (revised)
IAS 24 - Related Party Disclosures (revised)
IAS 27 - Consolidated and Separate Financial Statements (revised)
IAS 28 - Investment in Associates (revised)
IAS 31 - Interest in Joint-Ventures (revised)
IAS 32 - Financial Instruments: Presentation: Classification of certain
financial instruments as equity whereas previously classified as financial
liabilities
Circular 3/2009 - Headline Earnings
Improvements to IFRSs
The group adopted the majority of the IASB`s Improvements to IFRS for 2010.
The adoption of the improvements affected certain disclosures to the
consolidated financial statements.
Details of the implementation and adoption of the various IFRSs and IFRICs are
reflected in the consolidated financial statements.
STEINHOFF INVESTMENT HOLDING
("Steinhoff Investment")
Registration number: 1954/001893/06
(Incorporated in the Republic of South Africa)
JSE share code: SHFF
ISIN code: ZAE000068367
DECLARATION OF DIVIDEND NUMBER 10 TO PREFERENCE SHAREHOLDERS
Preference shareholders are referred to the above results of Steinhoff for a
full appreciation of the consolidated results and financial position of
Steinhoff Investment.
The board of Steinhoff Investment has resolved to declare a dividend of 380
cents per preference share in respect of the period from 1 January 2010 up to
and including 30 June 2010 ("the dividend period"), payable on Monday, 25
October 2010, to those preference shareholders recorded in the books of the
company at the close of business on Friday, 22 October 2010. This dividend has
been determined on the basis of 75% of the prime bank overdraft lending rate
of Absa Bank Limited prevailing over the dividend period, applied to the
nominal value plus premium (of R100.00 per preference share, in the
aggregate).
The dividend is payable in the currency of South Africa.
2010
Last date to trade cum dividend Friday, 15 October
Shares trade ex dividend Monday, 18 October
Record date Friday, 22 October
Payment date Monday, 25 October
Share certificates may not be dematerialised or rematerialised between Monday,
18 October 2010 and Friday, 22 October 2010, both days inclusive.
On Monday, 25 October 2010, the preference dividend will be electronically
transferred to the bank accounts of preference shareholders. Preference
shareholders who have dematerialised their shares will have their accounts
credited on Monday, 25 October 2010.
2010 Proposed taxation amendments
We refer to previous communications regarding the introduction of Dividends
Tax.
The Taxation Laws Amendment Bill (Bill 28 of 2010) ("the Bill") was introduced
on 24 August 2010 and, although it has not been promulgated, it contains the
final legislative amendments pertaining to Dividends Tax. In terms of the
Bill, the legislation pertaining to Dividends Tax will come into operation
with effect from 1 January 2011 and will apply to all distributions to
shareholders effected on or after that date.
Therefore, dividend number 10 declared to preference shareholders recorded in
the books of the company on close of business on Friday, 22 October 2010 will
not be affected by the Bill.
Given the above, preference shareholders are advised that Steinhoff Investment
is considering the impact upon the legislative amendments on the cumulative
non-redeemable non-participating preference shares.
A further announcement in this regard will be made once the final impact upon
the legislative amendments is determined.
On behalf of the board of directors
Len Konar Piet Ferreira
NON-EXECUTIVE CHAIRMAN EXECUTIVE DIRECTOR
7 September 2010
ADMINISTRATION
STEINHOFF INTERNATIONAL HOLDINGS LIMITED
("Steinhoff" or "the company" or "the group")
Registration number: 1998/003951/06
(Incorporated in the Republic of South Africa)
JSE share code: SHF
ISIN code: ZAE000016176
Registered office: 28 Sixth Street, Wynberg, Sandton 2090, Republic of South
Africa
Tel: +27 (11) 445 3000
Fax: +27 (11) 445 3094
Directors: D Konar (chairman), MJ Jooste (chief executive officer),
SF Booysen, DC Brink, YZ Cuba, CE Daun*, HJK Ferreira, SJ Grobler,
JF Mouton, FJ Nel, FA Sonn, BE Steinhoff*, IM Topping#, DM van der Merwe
Alternate directors: JNS du Plessis, KJ Grove, A Kruger-Steinhoff*,
AB la Grange
#British *German non-executive
Company secretary: SJ Grobler
Auditors: Deloitte & Touche
Sponsor: PSG Capital (Proprietary) Limited
Transfer secretaries: Computershare Investor Services (Proprietary) Limited,
70 Marshall Street, Johannesburg 2001
Date: 07/09/2010 14:45:01 Supplied by www.sharenet.co.za
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