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Submission Of Resolutions To STAR Shareholders In Terms Of Section 60 Of The Companies Act, 2008 (Act 71 Of 2008)
Steinhoff Africa Retail Limited
(Previously K2017221869 (South Africa) Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: SRR
ISIN: ZAE000247995
(“STAR” or the “Company”)
SUBMISSION OF RESOLUTIONS TO STAR SHAREHOLDERS IN TERMS OF SECTION 60 OF THE
COMPANIES ACT, 2008 (ACT 71 of 2008), AS AMENDED (“the Act”)
The board of directors of STAR announced on 15 December 2017 that it planned to refinance
the shareholder loans owing by STAR to Steinhoff Africa Holdings (Pty) Ltd (“Steinhoff Africa
Holdings”) and any other companies which form part of the same group of companies as
Steinhoff Africa Holdings (but excluding STAR and its subsidiaries).
As part of the refinancing process, STAR envisages that one of its wholly owned subsidiaries
(the "Issuer") will issue funding preference shares to South African financial institutions (the
"Subscribers") to fund a portion of that refinance. The Subscribers have indicated that they
are willing to subscribe for preference shares with an aggregate subscription price of
approximately R6 billion subject to the fulfilment of certain conditions precedent. One such
condition precedent is that STAR guarantees the Issuer's contractual obligations which relate
to the funding preference shares to the Subscribers.
Shareholders are advised that the board of directors of the Company (“the Board”) resolved
to submit to them a special resolution in terms of section 44 of the Act, in order to obtain
authority to provide a guarantee to the Subscribers for the Issuer's contractual obligations
which relate to the funding preference shares, as referred to above.
In terms of section 60(1) of the Act, a resolution that could be voted on at a shareholders’
meeting may instead be submitted for consideration to the shareholders entitled to exercise
voting rights in relation to the resolution, and which may be voted on in writing by such
shareholders entitled to exercise voting rights in respect of such resolution, within 20 (twenty)
business days after the resolution was submitted to them.
Section 60(2) of the Act provides that a resolution contemplated in terms of section 60(1) of
the Act will have been adopted if it is supported by shareholders entitled to exercise
sufficient voting rights for it to have been adopted as a special resolution, at a properly
constituted shareholders’ meeting, and if adopted, such resolution will have the same effect
as if it had been approved by voting at a shareholders’ meeting.
A notice, together with the proposed special resolution, a form of written consent and a form
of written instruction (“the Notice”), was distributed to shareholders today, 19 April 2018. A
copy of the Notice is available on the Company’s website: www.steinhoffafricaretail.co.za.
The record date for determining which shareholders are entitled to vote on the proposed
special resolution in terms of the written consent was Friday, 13 April 2018.
Parow
19 April 2018
Sponsor:
PSG Capital
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