|Revenue for the interim period went up 7% to R35.3 billion (R33.0 billion) whilst gross profit rose 7.3% to R12.6 billion (R11.8 billion). Operating profit jumped 25.3% to R3.4 billion (R2.7 billion). Profit attributable to owners shot up 40.2% to R1.8 billion (R1.2 billion). Furthermore, headline earnings per share grew 39.9% to 50.7cps (36.2cps).|
Pepkor is a group of 49 000 employees whose purpose is to provide value that enriches customers' lives - making their lives better and easier. This focus will continue to support the group's performance during the remainder of the 2019 financial year. Management remains cautiously optimistic about the retail environment and expects improved consumer confidence following the completion of South Africa's elections. The group continues to identify opportunities for growth and expansion and expects to further expand its store footprint, achieving between 3% and 4% space growth in FY19 on a net basis.
|The board of directors of the Company advised of the following changes to the Board:|
* Mr Daniel van der Merwe ("Danie") tendered his resignation from the Board with effect from 28 May 2019.
* Mr Theodore de Klerk ("Theo") has been appointed as a non-executive director, with effect from 29 May 2019, to replace Danie.
* Louis du Preez, current non-executive board member of Pepkor, will replace Danie as a member of Pepkor's Nominations Committee and Human Resources and Remuneration Committee.
|Further to the trading statement released by the Company on SENS on 17 April 2019, shareholders are hereby advised that for the six-month period ended 31 March 2019, Pepkor expects: |
- Earnings per share will be between 48.7 cents and 55.9 cents, being between 34.4% and 54.4% higher than the 36.2 cents reported for the previous corresponding reporting period; and
- Headline earnings per share will be between 48.6 cents and 55.8 cents, being between 34.1% and 54.1% higher than the 36.2 cents reported for the previous corresponding reporting period.
Pepkor's results for the six months ended 31 March 2019 are expected to be published on SENS on or about 29 May 2019. A live webcast of the results presentation will be broadcast at 11:00am (SAST) on 29 May 2019.
A registration link for the webcast will be available closer to the time on the Company's website: www.pepkor.co.za
|Pepkor's unaudited interim results for the six months ended 31 March 2018 ("H1FY18"), as reported on 28 May 2018, included one-off costs incurred pertaining to a provision for exposure in terms of a corporate financial guarantee and associated loans which amounted to R500 million ("one-off costs").|
While the Company does not have the required degree of certainty to provide details of the anticipated range expected for headline earnings per share ("HEPS") and earnings per share ("EPS") for the six-month period ended 31 March 2019 ("H1FY19"), the required degree of certainty does exist that the non-recurring nature of the one-off costs incurred in H1FY18, in isolation, will positively impact H1FY19 HEPS and EPS by at least 20%, or 7.2 cents per share, when compared to the H1FY18 HEPS and EPS of 36.2 cents per share.
A further trading statement will be issued as soon as there is a reasonable degree of certainty as to the likely range within which the Company's HEPS and EPS are expected to increase.
The results for the six-months ended 31 March 2019 is expected to be published on SENS on or about 29 May 2019.
The financial information on which this trading statement is based, has not been reviewed or reported on by the Company?s external auditors.
|According to Business Day, general goods retailer Pepkor, whose chains include Pep, Ackermans and Tekkie Town, has received some much needed relief from the Steinhoff contagion after it was found not to have benefitted from any of the dubious transactions investigated by PwC. PwC's overview of its 14-month investigation confirmed Pepkor was not a beneficiary of any of the EUR6.5 billion fictious or irregular transcactions identified.|
|Pepkor shareholders are referred to the findings released by Steinhoff International Holdings N.V. ("Steinhoff") on Friday 15 March 2019 titled Overview of Forensic Investigation (the "Overview"), which reported on the investigation into Steinhoff's affairs conducted by PricewaterhouseCoopers ("the PWC investigation"). |
Pepkor highlights clause 3.2.4. of the Overview which confirms that "Pepkor Holdings, nor any of the other South African operating entities, were identified as having received such (fictitious or irregular) contributions" (from Steinhoff or any related party).
|Shareholders were advised that at the annual general meeting of the Company held on Monday, 11 March 2019 at the AfriGrande Boardroom, PEP Campus Entrance 4, Radnor Street, Parow Industria ("AGM"), all of the resolutions were passed by the requisite majorities of the Company's shareholders.|
|Shareholders are advised that copies of the investor presentations, which were presented to members of the investment community on Monday, 4 February 2019, are available on the company's website ? https://www.pepkor.co.za/investor-presentations.|
|Shareholders of the Company ("Shareholders") are hereby advised that the Company's summarised audited consolidated annual financial statements for the year ended 30 September 2018 ("Summarised Financial Statements") and the notice of the annual general meeting of the Company ("Notice of AGM") were dispatched to shareholders on Thursday, 31 January 2019, and contains no modifications to the audited results that were announced on SENS on 26 November 2018.|
The following reports will also be available on the Company's website as from Thursday, 31 January 2019:
*the integrated report, incorporating the summarised financial statements www.pepkor.co.za/wp-content/uploads/2019/01/Pepkor-integrated-report- 2018.pdf; and
*the full audited consolidated annual financial statements of the Company for the year ended 30 September 2018 www.pepkor.co.za/wp-content/uploads/2018/12/PEPKOR-Annual-Financial- Statements-2018.pdf
Notice of AGM
Notice is hereby given that the annual general meeting ("AGM") will be held at 09:00 on Monday, 11 March 2019, at the AfriGrande Boardroom, PEP Campus Entrance 4, Radnor Street, Parow Industria, Cape Town to transact the business as set out in the notice of AGM.
The date on which shareholders must be recorded as such in the share register of the Company to be eligible to vote at the AGM is Friday, 1 March 2019, with the last day to trade being Tuesday, 26 February 2019.
|The board of directors of Pepkor advised shareholders that Mr Pieter Erasmus ("Pieter") will resign as non-executive director from the Pepkor board with immediate effect to dedicate more time to his private business interests.|
|Shareholders are advised that Mr Pieter Erasmus, a non-executive director of the company, has been appointed as a member of the human resources and remuneration committee effective 23 November 2018.|
|Notice is hereby given that the company?s annual compliance report in terms of section 13G(2) of the Act has been published and is available on the company?s website at https://www.pepkor.co.za/wp-content/uploads/2018/12/Pepkor-Holdings-Limited- B-BBEE-Certificate-Annexure-2018.pdf.|
|Revenue came higher at R64.168 billion (2017: R57.850 billion), gross profit increased to R22.141 billion (2017: R20.438 billion), operating profit rose to R5.891 billion (2017: R5.786 billion), while profit attributable to owners of the parent was R2.885 billion (2017: R3.550 billion). Furthermore, headline earnings per share for the year was lower at 84.5 cents per share (2017: 133.6 cents per share). |
The board has declared a final dividend of 27.8 cents per ordinary share, being Pepkor?s maiden dividend, payable to shareholders on Monday, 21 January 2019. The dividend has been declared out of income reserves.
Management remains confident that the group?s defensive market positioning and relentless focus on providing value to customers will continue to underpin good performance and results. While the challenging trading environment and low business confidence is expected to continue for the foreseeable future, this environment will provide opportunities for Pepkor to grow market share. Based on this, the group plans to open 300 stores, on a net basis, in the 2019 financial year, equating to approximately 4.0% retail space growth. Performance by the CFH retailers is expected to improve as they move into inflationary pricing, and there are numerous initiatives under way by the respective retail brands to capitalise on market opportunities, all of which are focused on customer convenience.
With the furniture business having completed its restructure, it has a good foundation to trade from going forward. The business is optimally positioned to take advantage of improvements in consumer confidence and opportunities to grow market share by focusing on top-line sales to build further scale. The building materials sector is expected to remain under pressure in the medium term, until confidence in the economy is restored and government infrastructure initiatives are followed through. Focus will be on developing a strong foundation for the business from which it can grow in the future.
|Shareholders are referred to the SENS published by the JSE entitled "Censure imposed by the JSE on Pepkor Holdings Ltd."|
The Company has acknowledged that inadequate disclosures were made during the process of its listing and the publication of its annual financial statements in 2017.
The board and management have engaged in a proactive and transparent manner with the JSE on the matter and welcomes the conclusion of the investigation.
The Company has worked intensively to improve its disclosure where necessary and appropriate.
Pepkor will publish its 2018 audited annual results on SENS on 26 November 2018, at approximately 08:00AM SAST.
|Steinhoff Africa Retail Ltd. was renamed to Pepkor Holdings Ltd. on 15 August 2018.|
|Shareholders are referred to the SENS announcements released by STAR on 15 June 2018 and 20 July 2018, advising that the proposed name change of STAR to Pepkor Holdings Ltd. (?Change of Name?) was approved by shareholders. The special resolution for the Change of Name was accepted and placed on file by the Companies and Intellectual Property Commission. Accordingly, the following dates are confirmed.|
*Last day to trade prior to the Change of Name trading ex Tuesday, 14 August 2018
*Termination date for trading under the name of "Steinhoff Africa Retail Limited" and commencement of trading under the new name "Pepkor Holdings Limited", under share code "PPH", short name "PEPKORH" and ISIN ZAE000259479 from the commencement of tradeWednesday, 15 August 2018
*Record date for the Change of Name Friday, 17 August 2018
*Date that the accounts of Dematerialised Shareholders with their CSDP's or Brokers will be updated with the new name Monday, 20 August 2018
*Date that new share certificates will be issued to Certificated Shareholders, posted by registered post, at their risk Monday, 20 August 2018
|Shareholders are referred to the SENS announcement made on 6 July 2018 pertaining to an interim court order against, inter alia, four senior members of the previous Tekkie Town management team, interdicting the respondents (?Respondents?) from conducting certain actions against Tekkie Town.|
On 31 July 2018 all parties agreed to an order which protects the Tekkie Town data and further protects the Tekkie Town business against possible interference with its IT systems, servers, networks and hardware or software. In terms of the court order:
1) All the Respondents undertake not to use information proprietary to Tekkie Town;
2) All the Respondents undertake to destroy any copies or records of @star-speciality and @tekkietown email accounts, with the exception of identified email accounts used for private business and file an affidavit by 15 August 2018 that this has been done;
3) All the Respondents undertake to destroy any other data proprietary to Tekkie Town and file an affidavit by 15 August 2018 that this has been done; and
4) Two senior members of the previous Tekkie Town management team record that they will not access or interfere with (or attempt to do so) the Tekkie Town information technology system, server or network or any Tekkie Town hardware or software either in its head office or in any store, in any manner whatsoever.
This outcome is very positive for Tekkie Town and STAR. The interim interdict served as an immediate prevention of possible interference while the court order made on 31 July 2018 protects the business in the longer term.
|The board of directors of the company (?the board?) advised of the following changes to the board: |
* Appointment of Mr Mark Harris (?Mark?) as an independent non-executive director with effect from 30 July 2018. Mark will also serve on the board`s remuneration committee.
* Ms Heather Sonn (?Heather?) tendered her resignation from the board with effect from 30 July 2018 in order to focus her efforts on her position as chairperson of the supervisory board of Steinhoff International Holdings N.V. (?Steinhoff NV?). The board would like to thank Heather for her contribution in assisting the company through a challenging time.
* Appointment of Mr Philip Dieperink (?Philip?) as a non-executive director with effect from 30 July 2018 to replace Heather.
* In accordance with the company`s standard practices, non-executive directors who are categorised as independent, underwent an external evaluation of their independence and it was concluded that Jayendra Naidoo should be classified as a non-executive director.
* The board has established a social and ethics committee as required by the Companies Act no 71 of 2008. This requirement was previously fulfilled by the Steinhoff Investment Holdings Limited Governance and Sustainability Committee. Ms. Fagmeedah Petersen-Cook has been appointed as the chairperson of the company`s social and ethics committee and Mr Leon Lourens has been appointed as a member of the social and ethics committee.
The board believes that it represents an excellent, diversified set of skills. The recent additions to the board boost the set of skills required to ensure that the board is equipped to deal with the challenges it faces in a difficult economic environment, and as it implements the strategy of the business in order to grow and expand. The independence of the board is strengthened by the designation of Mr Johann Cilliers as lead independent non-executive director, as announced on 29 May 2018.
|Shareholders are referred to the announcement released on SENS on 15 June 2018 regarding the distribution of a circular to shareholders pursuant to which resolutions were submitted for consideration by written consent of shareholders, in terms of section 60 of the Companies Act, No. 71 of 2008 (?Companies Act?), proposing that shareholders authorise the Company to change its name from ?Steinhoff Africa Retail Limited? to ?Pepkor Holdings Ltd.?. |
Shareholders are advised that the resolutions were approved and adopted by the Company in terms of section 60(2) of the Companies Act.
Altogether 3 333 588 336 shares were voted, representing 96.63% of the total number of voting rights that were entitled to be exercised in relation to the matter.
|STAR has on Friday, 6 July 2018 obtained from the Western Cape High Court a court order on an urgent basis against four senior members of the previous Tekkie Town management team interdicting the respondents from conducting certain actions against STAR which include interference with the Tekkie Town Information Technology System and destabilising operations. |
Tekkie Town continues to be an important part of STAR, operating more than 380 stores, and providing employment to more than 3 000 employees.
|On Tuesday 25 June 2018, Bernard Mostert, the CEO of Tekkie Town, and other senior members of management, resigned with immediate effect. In response, STAR immediately deployed an interim management and support team from various other businesses within STAR, led by Riaan van Rooyen (currently the Operational Director at Ackermans) to stabilise operations and to ensure continued trading in Tekkie Town stores. |
he background to the events occurring at Tekkie Town, as reported on SENS by STAR on 4 June 2018, appear to arise from a claim lodged by the original founders and shareholders of Tekkie Town against STAR in respect of an earn-out agreement allegedly reached with Steinhoff International Holdings N.V. As previously reported, STAR maintains that it is not a party to any such earn out agreement and further confirms that it has received advice from senior counsel that there is no reasonable prospect of STAR being held liable in this regard.
Tekkie Town is an important part of STAR, operating 368 stores within STAR?s total retail footprint of more than 5 100 stores and contributes approximately 3% to STAR?s consolidated annual revenue. More importantly, Tekkie Town currently employs almost 3 200 people whose livelihoods depend on the continued operation of the Tekkie Town business and STAR is determined to protect them.
The interim management and support team has been successful in ensuring that trading in Tekkie Town stores continues normally. Sales performance to date has not been negatively impacted despite the exit of the previous senior management team and attempts to disrupt the business. In addition, contingency plans are in place to ensure that Tekkie Town continues to operate at full capacity.
A notice of demand to remedy a breach was received from Braam van Huyssteen in respect of the Tekkie Town head office and distribution premises in George. STAR has contested this legally.
STAR, as a responsible listed company representing strong organisational cultural values which have stood the test of time, will continue to focus on serving its millions of daily customers and its 46 000 employees.
|Shareholders were advised that the directors of the Company wish to propose that the name of the Company be changed to Pepkor Holdings Ltd. (?Change of Name?). The Pepkor brand and its related brands have an incredible legacy and history of success. The historic operations of Pepkor represent the vast majority of the Company?s revenue and operating profit and is therefore representative of the group.|
A circular (?Circular?), detailing the Change of Name, will be distributed to shareholders today, Friday, 15 June 2018. The Circular incorporates the proposed shareholder resolutions for the approval of the Change of Name in terms of section 60 of the Companies Act No. 71 of 2008. Shareholders are requested to vote on the proposed shareholder resolutions in accordance with the instructions contained in the Circular.
The Circular is available in English only. Copies may be obtained during normal business hours from the registered office of the Company at 36 Stellenberg Road, Parow Industria, 7493 and from the offices of the Company?s sponsor, PSG Capital at 1st Floor, Ou Kollege, 35 Kerk Street, Stellenbosch, 7600 and at Building 3, 2nd Floor, 11 Alice Lane, Sandhurst, Sandton, 2196, from Friday, 15 June 2018 until Friday, 20 July 2018 (both days inclusive). A copy of the Circular will also be available on the Company?s website (www.star-group.co.za).
* Circular incorporating Form of Written Consent (grey) distributed to Shareholders: Friday, 15 June
* Announcement on SENS relating to the issue of the Circular and declaration of the Change of Name: Friday, 15 June
* Expected last day to trade prior to the Change of Name trading ex: Tuesday, 14 August
* Expected termination date for trading under the name of "Steinhoff Africa Retail Ltd." and commencement of trading under the new name "Pepkor Holdings Ltd.", under share code "PPH", short name "PEPKORH" and ISIN ZAE000259479 from the commencement of trade: Wednesday, 15 August
* Expected date that the accounts of Dematerialised Shareholders with their CSDP's or Brokers will be updated with the new name: Monday, 20 August
|As communicated at STAR?s interim results presentation, STAR?s ambition to operate independently includes the cancellation of certain corporate services provided by Steinhoff International Holdings N.V. In accordance with paragraphs 3.59 of the JSE Ltd. Listings Requirements, the board of directors of the Company wishes to advise that Steinhoff Secretarial Services (Pty) Ltd., resigned as company secretary of the Company with effect from 11 June 2018 and that Pepkor (Pty) Ltd. has been appointed as company secretary of the Company with effect from 11 June 2018.|
Change of registered address
STAR?s registered address has changed to the following:
* Physical address: 36 Stellenberg Road, Parow Industria, 7493
Other contact details include:
* Postal address: PO Box 6100, Parow East, 7501
* Telephone: 021 929 4800
|The board of directors of the Company (?the Board?) advises that Ms. Wendy Luhabe (?Wendy?) has been appointed as an independent non-executive director of the board of STAR, with effect from 1 January 2019.|
|Shareholders are referred to an announcement made on 16 May 2018 pertaining to a claim against STAR in respect of of an alleged earn out agreement. At the time of the announcement, shareholders were informed that STAR did not receive any legal documents in this regard. STAR has now received a summons on 4 June 2018.|
STAR confirms that it is still of the view that it is not a party to any such earn out agreement and STAR further confirms that it has received advice from senior counsel that there is no reasonable prospects of it being held liable in this regard.
|In accordance with paragraph 3.59(a) of the JSE Limited Listings Requirements, the board of directors of the company (?the board?) wishes to advise that Pieter Erasmus (?Pieter?) has been appointed as a non-executive director to the board of STAR, with effect from 1 October 2018. Pieter served as financial director for Pep and as Pepkor group CEO during the period from 1998 to 2017.|
Shareholders are further advised that Johann Cilliers, an existing independent non-executive board member and chairman of the audit and risk committee, has been appointed as the lead independent non-executive director with immediate effect, in accordance with paragraph 3.59(c) of the JSE Limited Listings Requirements.
|The following results are the maiden interim results of the company since listing. Revenue came to R33.0 billion whilst operating profit was R2.7 billion. Profit attributable to owners of R1.2 billion was recorded. Furthermore, headline earnings per share were 36.2cps. |
The STAR board resolved that no interim dividend will be declared.
While the competitive retail environment is expected to inhibit real growth for the remainder of the 2018 financial year, STAR?s positive sales momentum is expected to continue. This is underpinned by STAR?s defensive discount and value product and service offering and the expectation that the deflationary impact on the CFH retail brands decline as the 2018 summer season nears. Sales growth in CFH is expected to be supported by strong growth in the Speciality fashion and footwear brands and the continued sales momentum in the Pep and Ackermans brands.
The JD Group is expected to maintain revenue growth momentum, while growth in the building materials industry is expected to remain constrained.
The group?s targeted 350 net store openings for the 2018 financial year has been revised downwards to 330 due to slowdown of expansion in Africa.
On a comparable basis, management expects operating margins for the year to be maintained.
|Further to the trading statement published on SENS on Friday, 25 May 2018 (?Trading Statement?), STAR provided additional detail on the adjustments made to the comparative period?s statutory results for the six months ended 31 March 2017 (?H1FY17?), as well as adjustments to the statutory trading statement range for the six month period ended 31 March 2018 (?H1FY18?) to be reported on.|
The Comparable Results as set out in the Trading Statement have been prepared for illustrative purposes only, in order to provide shareholders with comparable results. Because of its nature, the historic financial information may not fairly present STAR?s financial position, changes in equity, results of operations or cash flows.
STAR?s interim results for the six months ended 31 March 2018 will be published on SENS on 29 May 2018.
|After careful consideration and by mutual agreement with STAR management and its Audit Committee, Deloitte South Africa (?Deloitte?) has decided to resign as the external auditor of STAR, effective 23 May 2018.|
Deloitte?s decision to resign came after engagement with STAR?s management and Audit Committee regarding restructuring the audit of STAR and its subsidiaries to reduce the existing duplication of effort among the different audit firms to continue to comply with professional standards.
A significant component of the STAR group is audited by PricewaterhouseCoopers Inc. (?PWC?) and this scenario necessarily causes an inefficient duplication of effort in order for Deloitte to comply with professional auditing standards.
Shareholders are therefore advised that, in terms of paragraph 3.78 of the JSE Ltd. Listings Requirements, PWC has been appointed as the company's external auditor, effective 23 May 2018, thereby replacing Deloitte. Mr Anton Hugo will act as the designated audit partner for the current financial year ending 30 September 2018.
|STAR shareholders are referred to the announcement made on 15 December 2017 pertaining to the refinancing of Steinhoff shareholder funding amounting to c.ZAR16 billion at 30 September 2017 (?the Shareholder Funding?), as included in STAR?s 2017 audited annual financial statements.|
The refinancing of the Shareholder Funding was completed with the conclusion of agreements between STAR (and its designated wholly-owned subsidiaries) and various South African financial institutions. The repayment of the Shareholder Funding also facilitated the release of STAR and its subsidiaries from all third party guarantees related to the financing of the Shareholder Funding.
The company raised a total of ZAR18 billion stand-alone financing facilities (?New Facilities?) which was well received by the SA market with the overall demand exceeding the company?s requirements. The refinancing was arranged and co-ordinated by FirstRand Bank Limited, acting through its Rand Merchant Bank division (?RMB?).
The additional ZAR2 billion, over and above what was required to settle the Shareholder Funding, is being raised in line with STAR?s funding needs and growth in operations.
The STAR board would like to express its appreciation to the various South African financial institutions for their support in this process and especially to RMB for the arrangement and co-ordination thereof.
Approval of proposed resolution in terms of section 44 of the Companies Act, No 71 of 2008
A condition to the issue of the Funding Preference Shares by a wholly-owned subsidiary of STAR (?the Issuer?) to South African financial institutions referred to above, included that STAR guarantees the Issuer?s contractual obligations that relate to the Funding Preference Shares.
The company confirms that STAR shareholders representing 88.98% of STAR?s issued share capital voted in favour of such guarantee as set out in the circular distributed to shareholders on 19 April 2018. Accordingly, the special resolution was approved. The issue of these Funding Preference Shares facilitated the redemption of funding preference shares issued by Steinhoff and the release of STAR and its subsidiaries from the related guarantee.
|STAR has taken note of the news article published today, 16 May 2018, pertaining to a claim allegedly lodged by founders and original shareholders of Tekkie Town against Steinhoff International Holdings NV in terms of an alleged earn-out agreement. STAR confirms that it has not received any legal documents in this regard.|
Further, based on senior counsel?s opinion, STAR is not party to any such earn-out agreement and there is no reasonable prospect of STAR being held liable in this regard.
|STAR has taken note of the claim lodged by founders and original shareholders of Tekkie Town against Steinhoff International Holdings N.V. (?Steinhoff?). STAR clarifies that this claim is not against STAR and that STAR is an independently listed company. Tekkie Town, originally acquired by Steinhoff in 2016, was sold to STAR in 2017 prior to its listing. In this regard, STAR has proactively obtained advice from senior counsel regarding the claim lodged against Steinhoff and believes the likelihood of this affecting STAR is remote.|
|Shareholders were advised that Fagmeedah Petersen-Cook has been appointed as an independent non-executive director to the board of STAR, with immediate effect. Fagmeedah will serve on the board`s Audit - Risk Committee.|
|In accordance with paragraph 16.20 (g) and Appendix 1 to Section 11 of the JSE Listing Requirements, notice is hereby given that the Company?s annual compliance report in terms of section 13G(2) of the Act has been published and is available on the Company?s website at www.steinhoffafricaretail.co.za/sar/corporate-governance.|
|Shareholders are hereby advised that at the annual general meeting of the Company held on Thursday, 15 March 2018, at Hotel Verde, 15 Michigan Street, Airport Industria, Cape Town (?AGM?), all of the ordinary and special resolutions proposed, were passed by the requisite majority of votes by STAR shareholders. |
|Shareholders of the Company are referred to the announcement issued by Steinhoff International Holdings N.V. (?Steinhoff?) earlier on Friday, 9 March 2018 confirming the settlement and deregistration of the Domestic Medium-Term Note Programme (the ?Note Programme?) with a principal value of R7.6 billion that was issued by a subsidiary of Steinhoff.|
As a result of the settlement and deregistration, a subsidiary of STAR that provided guarantees under the Note Programme, was released from all obligations and guarantees related to the Note Programme.
|Shareholders are advised that Mr Allen Edwin Swiegers has tendered his resignation as independent non-executive director from the board of STAR due to personal reasons. The STAR board would like to thank Allen for his invaluable contribution made to the STAR group.|
Mr Johann Bernard Cilliers, an existing member of the audit and risk committee has been appointed as chairperson of the audit and risk committee.
|In a competitive retail environment, STAR achieved revenue growth of 15.5% to R18.4 billion during the three months ended 31 December 2017. On a comparable basis, revenue growth amounted to 8.5% for the quarter. This excludes the contribution from the newly acquired Building Supply Group (BSG), effective 1 October 2017, and includes the contribution of the Tekkie Town business in both the current and comparable quarters.|
The Pep and Ackermans brands in aggregate reported 6.3% revenue growth and 1.9% like-for- like sales growth for the quarter. As guided in STAR?s annual results presentation in December 2017, performance was affected by deflation as a result of the strengthened Rand. Growth in sales units of 9.8% (6.2% on a like-for-like basis) supported performance as lower prices were passed on to customers. Subsequent to December, resilient back-to-school campaigns resulted in like-for-like sales growth of 4.9% during the month of January 2018.
The furniture, consumer electronics and appliances brands increased market share and reported strong revenue growth of 12.1% and like-for-like sales growth of 7.4% during the quarter.
The building materials and DIY (Do-it-yourself) business continued to operate in a challenging market. During the first quarter revenue declined by 5.1% while like-for-like sales declined by 3.4% (excluding BSG).
The speciality fashion and footwear businesses, which focuses on the adult apparel market, had a successful quarter, reporting revenue growth of 19.9% and like-for-like sales growth of 12.5%. This performance was supported by strong growth achieved by Tekkie Town and the repositioned retail brands.
While the challenges of deflation on the performance of Pep and Ackermans is expected to continue, management remains confident that the more affordable offer and lower prices within these brands will continue to resonate with a financially constrained consumer. Notwithstanding the building materials market which is expected to remain subdued, the positive momentum in the remainder of the STAR group is expected to further drive performance in the 2018 financial year.
|Notice is hereby given to STAR shareholders that the first annual general meeting of shareholders of STAR will be held on Thursday, 15 March 2018 at 10h00 at Hotel Verde, 15 Michigan Street, Airport Industria, Cape Town to transact the business as set out in the notice of annual general meeting, which was mailed to shareholders on Wednesday, 31 January 2017.|
The date on which shareholders must be recorded in the share register of STAR in order to be eligible to vote at the annual general meeting is Friday, 9 March 2018 (meeting record date), with the last day to trade being Tuesday, 6 March 2018.
The Company?s integrated report and its corporate governance report may be accessed at www.steinhoffafricaretail.co.za.
|Shareholders are advised that Mr Andries Benjamin (Ben) la Grange has tendered his resignation as non-executive director from the board of STAR, with effect from 24 January 2018. Ben played a very important part in the establishment of STAR and its successful listing on the JSE. |
Mr Louis du Preez, has been appointed, subject to shareholder approval to be obtained, as a non-executive director of the board of STAR, with effect from 24 January 2018.
|Shareholders are advised that Mr Vusumuzi Philip Khanyile has resigned as an independent non-executive director from the board of STAR, with effect from 10 January 2018.|
Further to the above, shareholders are advised of the following membership changes to certain board committees:
* Mr Dani?l Maree van der Merwe has been appointed as a member of the human resources and remuneration committee, with effect from 10 January 2018; and
* Mr Johann Bernard Cilliers has been appointed as a member of the nominations committee, with effect from 10 January 2018.
|Shareholders are referred to STAR's previous announcement dated 30 November 2017 pertaining to the exercise of call option agreements with PIC, Lancaster, Titan and Lavender Sky ("call options") to acquire approximately 23.1% economic interest in, and approximately 50.6% voting control of Shoprite, which call option agreements are subject to certain conditions precedent.|
The STAR board received confirmation from Titan which confirms that the call option agreement with Titan will not be capable of implementation and will not become unconditional. This means that the Lavender Sky call option agreement will also terminate.
As a result, the STAR board will therefore not be able to implement the call options pertaining to Titan and Lavender Sky.
The STAR board will enter into discussions with the remaining parties in respect of their call option agreements to assess the way forward.
|STAR shareholders are hereby advised that STAR?s full audited consolidated financial statements ("financial statements") for the year ended 30 September 2017 was published on its corporate website today, 15 December 2017. The financial statements contain no modifications to the audited results, which were announced on SENS on 4 December 2017 and may be accessed at www.steinhoffafricaretail.co.za.|
Shareholders are further advised to review the financial statements in combination with the annual results webcast and presentation, which are also available on STAR?s corporate website.
STAR?s annual integrated report will be published during January 2018, in line with regulatory reporting timeframes.
Refinancing of loans granted by Steinhoff Africa Holdings (Pty) Ltd. and its subsidiaries (Steinhoff shareholder loans)
The Steinhoff shareholder loans amounted to c. R16 billion at 30 September 2017 as included in STAR?s financial statements.
FirstRand Bank Ltd., acting through its Rand Merchant Bank division (RMB), has been appointed to facilitate the refinancing of the shareholder loans with ring-fenced funding facilities to STAR (New Facilities). The New Facilities will be used to repay Steinhoff shareholder loan funding and provide the STAR group with stand-alone financing facilities. RMB is in the process of engaging certain banks and financial institutions with regards to the New Facilities.
|Shareholders are referred to the announcement released by STAR?s major shareholder Steinhoff International Holdings N.V. (?Steinhoff?) on SENS, in which Steinhoff informed its shareholders that its CEO Markus Jooste has resigned with immediate effect. Markus also resigned from the STAR board with immediate effect. In light of these developments at Steinhoff, STAR?s existing CEO, Ben la Grange has decided to step down as CEO of STAR. The Board of STAR has requested him to remain as a non-executive director of STAR, which he has agreed to do. The Board furthermore announced that the current COO of the Company, Leon Lourens has been appointed to the Board and has furthermore been appointed as CEO of STAR with immediate effect.|
The board brings shareholder?s attention to the recent release of its audited results for the year ended 30 September 2017 and confirms that STAR is unaffected by the events at Steinhoff.
|STAR published their maiden final results since listing. Revenue came in at R57.850 billion, gross profit was R20.438 billion, operating profit was recorded as R5.786 billion, while profit attributable to owners of the parent was R3.550 billion. Furthermore, headline earnings per share for the year was 133.6 cents per share. |
As communicated during the listing process, STAR was only listed for 11 days during the 2017 financial year and thus no further dividend will be declared for FY17. The group targets a dividend cover of two times headline earnings for the next financial year.
While real market growth is expected to be subdued, positive sales momentum is expected to continue as STAR?s more affordable offer and lower prices resonate with a constrained consumer. Similarly, the positive momentum in the speciality division is expected to continue at improved margins, further supporting group margins.
In addition, the business is well on track to open another 350 stores during the 2018 financial year.
Maintaining a low cost of doing business will remain a focus area within all retail brands. STAR plans to expand its distribution capacity in South Africa with the fit out of two distribution centres and the development of a new distribution centre in Angola, resulting in an increase in the capital expenditure-to-revenue ratio to 3%.
The group will continue to explore new trading formats and also expand its market share in ladies? wear and additional services.
|Shareholders are referred to STAR?s Pre-listing Statement dated 4 September 2017 (?Pre-listing Statement?) and the successful listing by the Company on the main board of the JSE Ltd. (?JSE?) on 20 September 2017 (the ?Listing?).|
In addition to the Listing and as referred to in the Pre-listing Statement, STAR has, as part of its planned expansion and subject to certain terms and conditions, exercised call options to acquire approximately 23.1% economic interest in and approximately 50.6% voting control of Shoprite.
STAR?s vision is to continue to focus on being the preferred and most convenient destination for the African consumer and all other stakeholders, by providing everyday essential products at affordable prices. In furthering this vision, STAR remains of the opinion that a strategic investment in a leading African food and grocery retailer will support its ability to further enhance its relevance to the growing African consumer base, and better protect its ability to compete against international retailers. In this regard, the investment in Shoprite, one of Africa?s leading food and grocery retailers with a track record of successful growth and expansion in South Africa and across the continent, will add a complementary food and grocery offering to STAR.
The implementation of the investment in Shoprite is subject to a number of conditions precedent as set out in the Pre-listing Statement, which include, inter alia, merger filings with various African Competition Authorities. To this end, the filings are being completed and will be submitted to the relevant authorities in the foreseeable future.
Shareholders will be informed once all the conditions precedent for the implementation of the transaction have been met.
|As set out in STAR?s Pre-Listing Statement dated 4 September 2017, Ainsley Holdings (Pty) Ltd. (the ?Overallotment Shareholder?), granted Citigroup Global Markets Ltd., acting as stabilisation manager on behalf of the Joint Global Coordinators noted below (the ?Stabilisation Manager?), a call option to purchase up to 50 000 000 existing STAR ordinary shares from the Overallotment Shareholder (the ?Call Option?). The Call Option would enable the Stabilisation Manager to close out any existing short positions from the over-allotment of shares in connection with STAR?s initial private placement, for a period of 30 calendar days post listing.|
Shareholders are hereby informed that the Stabilisation Manager has not affected any stabilisation transactions as STAR shares have traded consistently above the offer price since listing. Accordingly, the Call Option between the Stabilisation Manager and the Overallotment Shareholder will be exercised in full, with the result that no future stabilisation transactions will be effected. Post the Call Option being exercised, Steinhoff International Holdings N.V. will indirectly hold 76.81% of STAR?s issued share capital.
|The Pepkor Group is a retailer focused on discount, value and specialised goods that retails clothing, general merchandise, household goods, furniture, appliances, consumer electronics, building materials, cellular products and services and financial services in Angola, Botswana, Lesotho, Malawi, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Uganda, Zambia and Zimbabwe.|
During the period Pepkor revised its internal management reporting structure and consequently revised its segmental reporting to better reflect the Group's internal management review structure. Brands operate in four major segments:
*Clothing and General Merchandise
*Furniture, Appliances and Electronics
The Pepkor Group sells its products across a retail footprint consisting of 5 234 (2017: 4 953) stores and operates in Angola, Botswana, Lesotho, Malawi, Mozambique, Namibia, Nigeria, South Africa, Swaziland, Uganda, Zambia and Zimbabwe at 30 September 2018.