|STEINHOFF INVESTMENT HOLDINGS LTD - Request For Extension Of Long-Stop Date Under The SEAG CVA The SFHG CVA And The Lock-Up Agreement
|20 March 2019 17:05
SNH SHFF 201903200055A
Request For Extension Of Long-Stop Date Under The SEAG CVA, The SFHG CVA And The Lock-Up Agreement
Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
Steinhoff Investment Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1954/001893/06)
JSE Code: SHFF
FINANCIAL RESTRUCTURING – REQUEST FOR EXTENSION OF LONG-STOP DATE UNDER THE SEAG
CVA, THE SFHG CVA AND THE LOCK-UP AGREEMENT
FINANCIAL RESTRUCTURING – REQUEST FOR CONSENT TO AMEND CERTAIN TERMS OF THE SEAG
CVA AND THE SFHG CVA
Steinhoff International Holdings N.V. (the "Company" and with its subsidiaries, the "Group")
Defined terms used but not otherwise defined in this announcement shall have the same
meaning as in the company voluntary arrangement proposed in relation to SEAG (the "SEAG
CVA") and/or the company voluntary arrangement proposed in relation to SFHG (the "SFHG
CVA") (as applicable and as the context dictates).
As reported previously, the SEAG CVA and the SFHG CVA were both approved by significant
majorities of their respective creditors and by their members at meetings held on 14 December
2018. The SEAG CVA documentation and SFHG CVA documentation can be downloaded at
As previously announced, on 10 January 2019, SEAG was notified of an application issued by
LSW GmbH ("LSW"), a company claiming to be a creditor of SEAG, challenging the SEAG CVA
(the "Application"). Aside from the Application, no challenges were received to the SEAG CVA
within the challenge period (i.e. the period of 28 days beginning on the day on which the
SEAG CVA Chairman's Report was filed at the Court). No challenges were received to the
SFHG CVA within the challenge period (i.e. the period of 28 days beginning on the day on
which the SFHG CVA Chairman's Report was filed at the Court). As the challenge periods have
now expired, no further challenges are permitted.
As a consequence of events since the approval of the SEAG CVA and the SFHG CVA, SEAG
and SFHG has issued two separate CVA consent requests to their respective creditors as
summarised below. Copies of each consent request along with any related documents are
CVA Consent Request No. 1 – Request for extension of Long-Stop Date under the SEAG CVA,
the SFHG CVA and the Lock-Up Agreement
Both SEAG and SFHG continue to work towards the implementation of the Restructuring.
However, notwithstanding SEAG's request to have the Application heard on an expedited
basis, it is unlikely that SEAG and SFHG will be in a position to implement all of the Restructuring
Steps set out in the SEAG CVA and the SFHG CVA on or prior to the CVA Long-Stop Date
(currently 5.00pm (London time) on 29 March 2019). In order to provide sufficient time to resolve
the LSW Application and implement the SEAG CVA and the SFHG CVA in accordance with
their terms, on 15 March 2019 SEAG and SFHG requested that creditors under the SEAG CVA
and the SFHG CVA (as applicable) provide their consent to an extension of the CVA Long-
Stop Date to 31 May 2019 provided that if a full, final and non-appealable determination of
the LSW Application has not occurred by 12.00pm (London time) on 18 April 2019, the CVA
Long-Stop Date shall be further automatically extended to 28 June 2019. Extension of the CVA
Long-Stop Date on these terms will consequently extend the Long-Stop Date pursuant to the
Lock-Up Agreement to be the same as the extended CVA Long-Stop Date.
CVA Consent Request No. 2 – Request for consent to amend certain terms of the SEAG CVA,
the SFHG CVA and the relevant SEAG Restructuring Documents
Following the Application, SEAG has entered into discussions with LSW and the SEAG Creditors
Group (and their respective advisers) to seek to address the grounds of challenge asserted by
LSW in the Application as well as certain consequential and related drafting amendments
raised by LSW in correspondence following the Application. Accordingly, SEAG and SFHG
consider that certain amendments and modifications to the SEAG CVA, the SFHG CVA and
certain of the Restructuring Documents are necessary to address the grounds of challenge.
For details of the proposed amendments to the SEAG CVA, the SFHG CVA and the relevant
SEAG Restructuring Documents, CVA Creditors and SFHG Creditors should refer to the
blacklines of such documents which will be available at www.lucid-is.com/steinhoff.
Instructions to CVA Creditors and SFHG Creditors
In relation to CVA Consent Request No. 1 (the extension of the Long-Stop Date), creditors were
originally requested to provide their consent to the relevant amendments by 6.00pm (London
time) on 25 March 2019 (the "Consent Instruction Deadline"), in accordance with the
instructions detailed in the consent request circulated to such creditors on 15 March 2019 and
available at www.lucid-is.com/steinhoff. However, SEAG and SFHG have proposed that the
Consent Instruction Deadline be extended to 6.00pm (London time) on 26 March 2019 to allow
creditors additional time to provide their consent to the relevant amendments. No other
changes to CVA Consent Request No. 1 have been proposed.
In relation to CVA Consent Request No. 2 (the LSW amendments), the relevant creditors will be
requested to provide their consent to the relevant amendments at the relevant time in
accordance with the instructions which will be detailed in the consent request circulated to
such creditors at the relevant time.
It remains the objective of the Group to complete the Restructuring as soon as possible.
Shareholders and other investors in the Company are advised to exercise caution when
dealing in the securities of the Group.
JSE Sponsor: PSG Capital
Stellenbosch, 20 March 2019
Date: 20/03/2019 05:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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