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Steinhoff accounting irregularities trigger share crash, CEO exit

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JOHANNESBURG (Reuters) – Steinhoff International shares crashed on Wednesday after it revealed accounting irregularities and its CEO quit, shocking investors who had backed the rapid reinvention of a South African furniture chain into an international retail empire.

The company said late on Tuesday that “new information has come to light today which relates to accounting irregularities requiring further investigation” and that billionaire Christo Wiese, its largest shareholder and chairman, would take charge.

Steinhoff said chief executive Markus Jooste, who had been at the helm for nearly 20 years and oversaw its expansion to one of the world’s largest household goods retailers, had resigned with immediate effect and consultants PwC would undertake an “independent investigation”.

Steinhoff has been aggressively expanding in developed markets since moving its primary share listing from Johannesburg to Frankfurt in 2015, snapping up Britain’s Poundland, U.S-based Mattress Firm and Australia’s Fantastic.

Steinhoff said Wiese would “embark on a detailed review of all aspects of the company’s business with a view to maximising shareholder value”, but its South African shares slumped 65 percent to an eight-year low of 15.87 by 1120 GMT. Its stock was down in Frankfurt by 66 percent following the news.

Steinhoff has been under investigation for suspected accounting irregularities by the state prosecutor in Oldenburg, Germany since 2015. Steinhoff has said that was a tax case relating to whether revenues were booked correctly, and taxable profit correctly declared.

Reuters reported last month that Steinhoff did not tell investors about almost $1 billion in transactions with a related company, despite laws that some experts believe require it to do so.

It is unclear what accounting irregularities the company was referring to in its statement on Wednesday. A spokesman declined further comment and attempts by Reuters to contact Jooste were not successful.

The development had wider repurcussions too, with the chief executive of Steinhoff African Retail (STAR), part of Steinhoff which includes the control of Shoprite, also resigning on Wednesday and its shares falling 21.5 percent to 19.30 rand by 0855 GMT.

“In light of these developments at Steinhoff, STAR’s existing CEO, Ben la Grange has decided to step down as CEO of STAR,” the company said.



Analysts have long questioned how Steinhoff managed to achieve such a low tax rate. Its tax rate has averaged 12 percent over the past five years — half the headline corporate tax rate in its main markets and less than half the rates paid by listed competitors including France’s Casino, Germany’s Metro AG and South Africa’s Woolworths.

Experts say such low tax rates can be the result of complex corporate structures which stretch accounting rules and such arrangements are occasionally challenged by courts as unlawful.

“The company recorded a very unusual tax rate of c. 15 percent and also guided that this would be the rate going forward,” Juergen Kolb, an analyst at Kepler Cheuvreux, said in a note, adding that if this tax rate was at risk it could also hit Steinhoff’s cashflow.

Kolb also raised the possibility that as chairman, Wiese’s role could now come under scrutiny too.

Steinhoff did not respond to requests for information about what, if anything, Wiese knew about the accounting problems now being investigated before Tuesday.

Investors also told Reuters they are concerned Wiese may be forced to sell shares he bought last year with borrowed money.

Wiese borrowed 1.6 billion euros ($1.9 billion) to buy additional Steinhoff shares through a family trust in September 2016, pledging 3.2 billion euros of his existing holding as security to the investment banks that lent the money.

With the share price plunge taking the security below the value of the loan, Wiese may be required by the financing banks — Citi, Goldman, HSBC and Nomura — to post more shares as collateral, or sell part of his holding.

($1 = 0.8459 euros)


(By TJ Strydom. Reporting by TJ Strydom; additional reporting by Tanisha Heiberg, Tom Bergin and Alasdair Pal; writing by Alexander Smith; editing by Tom Pfeiffer and Keith Weir)

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Steinhoff raises Poundland offer after hedge fund increases stake

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LONDON (Reuters) – South Africa’s Steinhoff has improved the terms of its agreed takeover of British discount retailer Poundland, saying its 610.4 million pound ($794.6 million) offer is final.

The increased offer follows a recent move by U.S. hedge fund Elliott to up its stake in Poundland to 17.5 percent, making it the firm’s second largest investor after Steinhoff.

Elliott has a track record of getting bidders to increase their offers. It was among activist investors that last month helped secure an improved offer from Anheuser-Busch InBev for rival brewer SABMiller.

Steinhoff said it is now offering 227 pence in cash for each Poundland share, comprising an offer price of 225 pence and a final dividend of 2 pence.

The revised offer price represents an increase of 5 pence per share over the 220 pence offer announced on July 13, which together with the dividend valued the British firm at 597 million pounds.

“The 5 pence rise in the Steinhoff bid for Poundland is a pretty modest victory for shareholder activism,” said independent retail analyst Nick Bubb.

All other terms and conditions of Steinhoff’s offer remain unchanged from last month’s deal.

Steinhoff said its revised offer is final and will not be increased.

“By offering Poundland shareholders an improved cash offer we aim to bring certainty to the transaction recognising the strength and value of the business and its management team,” Steinhoff Chief Executive Markus Jooste said.

Steinhoff owns the Bensons Beds and Harvey’s furniture chains in Britain. The Poundland deal should be third time lucky after it failed to secure Britain’s Home Retail, which owns Argos, and was also unsuccessful in a bid for Darty in France.

Poundland shares were down 1.5 percent at 221 pence at 07.21 GMT.

($1 = 0.7689 pounds)


(Reporting by James Davey; editing by Paul Sandle and Jason Neely)

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Steinhoff buys Poundland stake ahead of possible takeover bid

Comments (0) Africa, Business, Latest Updates from Reuters

JOHANNESBURG/LONDON (Reuters) – South Africa’s Steinhoff has bought 23 percent of Poundland and is considering a full cash bid for the British no-frills homeware chain in its latest attempt to expand in Europe.

Steinhoff, a $22 billion furniture conglomerate which has lost out in two high profile takeover battles already this year, said on Wednesday it had acquired 22.78 percent of Poundland, which sells every item at a single price point of 1 pound.

Under UK takeover rules, Steinhoff has until July 13 to announce a firm intention to bid for all of Poundland, whose main shareholder had been private equity firm Warburg Pincus, which said on Tuesday it had sold down its 15 percent stake.

Steinhoff, which has lost out to rivals in two battles for Britain’s Home Retail and France’s Darty in the last three months, bought just over 61.2 million Poundland shares, which would be worth around 120 million pounds at the closing price. Poundland has a market capitalisation of around 537 million pounds ($761 million).

Poundland shares closed up 2.2 percent higher at 200 pence, after rising around 25 percent on Tuesday. The stock is still down about 7 percent so far this year.

News of the South African company’s latest move raised questions about its approach to expansion in Europe, where it already runs chains such as white goods retailer Conforama in France and furniture chain Harveys in Britain.

“There’s seem to be no obvious strategic fit but it might just be a matter of adding discounted chains to its stable because that’s essentially what they are: a discount retailer,” said Vestact’s Sasha Naryshkine in Johannesburg.

South African retail mogul Christo Wiese, Steinhoff’s chairman and biggest shareholder, told Reuters he was interested in Poundland because it would be a “good fit” for Steinhoff, adding it had a disciplined approach to acquisitions.



Steinhoff, which sells beds and cupboards to lower-income shoppers in Europe, southern Africa and Asia, is keen to expand further in Europe, where pressure on consumer income has made German’s Aldi the continent’s fastest growing supermarket chain.

Poundland, which is due to report annual earnings on Thursday, would give Steinhoff a company with more than 900 shops in Britain, Ireland and Spain but also one whose 1 billion annual sales have been under pressure.

Poundland’s 2015 purchase of rival 99p Stores for 55 million pounds has raised questions over its price model.

“Although Steinhoff has a proven track record of integrating businesses and improving their margins over time, we would see this acquisition as higher than average risk given the increasingly crowded UK variety discount space,” said RBC Europe Ltd’s analyst Richard Chamberlain.

Poundland, which competes with B&M, Home Bargains and Wilko and Bargain Buys, told shareholders to take no action, noting that there was no certainty an offer would be made.

Warburg Pincus originally listed Poundland in March 2014 at 300 pence per share.

($1 = 0.7059 pounds)


(By Tiisetso Motsoeneng and Freya Berry. Additional reporting by Wendell Roelf in Cape Town; Editing by Jane Merriman and Alexander Smith)

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South Africa’s Brait sells Steinhoff stake for $1 bil to pay debt

Comments (0) Africa, Business, Latest Updates from Reuters


JOHANNESBURG (Reuters) – South African investment firm Brait SE sold its stake in Steinhoff International for about 16 billion rand ($1 billion) and will use most of the proceeds to pay off debt, it said Friday.

Brait, which earlier this year sold its stake in low-end retailer Pepkor to Steinhoff for a combination of cash and a minority stake in the furniture retailer, said it would up its stake in British supermarket chain Iceland Foods.

After netting 15 billion in cash from the sale of its Pepkor shares, Brait has been on a buying-spree, lapping up gym chain Virgin Active and Britain’s clothing retailer New Look.

But the Pepkor deal, one of the largest in South Africa, also left it with 200 million Steinhoff shares.

“Brait’s minority shareholding in Steinhoff was not aligned with the company’s strategy of acquiring majority stakes in sizeable unlisted companies,” the investment house said.

The company plans to use the bulk of the money to pay off 14.2 billion rand debt. Brait also said it would pay 172 million pounds ($262 million) to raise its stake to 57 percent from 19 percent in Iceland Foods.

Brait said it would fund the Iceland Foods transaction from the 350 million pounds raised in a convertible bond issue earlier this month.

($1 = 0.6567 pounds)

($1 = 13.8925 rand)

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