|STEINHOFF INVESTMENT HOLDINGS LTD - Update On Progress Of Financial Restructuring
|2 July 2019 9:25
SNH SHFF 201907020032A
Update On Progress Of Financial Restructuring
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
UPDATE ON PROGRESS OF FINANCIAL RESTRUCTURING
Steinhoff International Holdings N.V. (the "Company" and with its subsidiaries, the "Group")
In accordance with the Company's reporting obligations under paragraph (e) of clause 20 of
the lock-up agreement between, among others, the Company, Steinhoff Europe AG ("SEAG"),
Steinhoff Finance Holding GmbH ("SFHG"), Stripes US Holding, Inc. ("SUSHI") and certain
creditors, dated 11 July 2018 (the "LUA"), please see below the monthly update on progress in
connection with the corporate and capital restructuring of the Group's European business (the
Defined terms used but not otherwise defined in this report shall have the same meaning as in
the company voluntary arrangement in relation to SEAG (the "SEAG CVA") and/or the
company voluntary arrangement in relation to SFHG (the "SFHG CVA") (as applicable and as
the context dictates).
This report should be read in conjunction with recent market announcements (available at
www.steinhoffinternational.com/sens.php), including the most recent monthly update issued
on 31 May 2019 (the "May Update").
CVA Consent Request No. 4 - extension to CVA Long-Stop Date and internal reorganisation
On 20 June 2019, following discussions between the Company, advisers to the SEAG Creditors
Group and advisers to the SFHG Creditors Group, the Company launched CVA Consent
Request No. 4 (see document entitled ‘Steinhoff - CVA Amendment Consent Request No. 4'
available at www.lucid-is.com/steinhoff). CVA Consent Request No. 4 was approved by the
requisite majorities of SEAG and SFHG creditors on 28 June 2019.
In summary, CVA Consent Request No. 4 included an extension to the CVA Long-Stop Date to
5:00 pm (London time) on 9 August 2019 and certain amendments and modifications to the
SEAG CVA, the SFHG CVA and certain Restructuring Documents to accommodate the
commencement of an internal reorganisation within the SEAG cluster prior to the closing of
the Restructuring (i.e. the Restructuring Effective Date) as well as the waiver of an
Implementation Condition related to a certain tax clearance in the state of Victoria in
As a consequence of amending the CVA Long-Stop Date, the Long-Stop Date pursuant to the
Lock-Up Agreement has also been amended to be the same as the amended CVA Long-Stop
Date (i.e. 5:00pm (London time) on 9 August 2019).
In relation to CVA Consent Request No. 4 certain members of the SEAG Creditors Group and
the SFHG Creditors Group requested for future extension fee arrangements to be agreed as
part of the consents to CVA Consent Request No. 4. Further details of the agreement to which
the Company, SEAG and SFHG consented is available at: www.lucid-is.com/steinhoff (see
document entitled ‘CVA Consent Request No. 4 Extension Consent Fees').
Preparation for the internal reorganisation within the SEAG cluster has commenced and it is
currently expected that this extension to the CVA Long-Stop Date under the CVAs will provide
sufficient time to complete the relevant reorganisation steps that are required to be
undertaken prior to the closing of the Restructuring and to complete any other necessary
outstanding matters prior to the Implementation Notice Date. It is also expected that once the
Implementation Conditions Notice is issued, the closing of the Restructuring will occur
approximately 20 Business Days later.
The objective of the Group remains to complete the restructuring as soon as possible and
ahead of the new CVA Long-Stop Date.
Implementation Conditions Notice and Entitlement Process
As reported in the May Update (and following receipt of the requisite consent to CVA Consent
Request No. 4), the remaining outstanding Implementation Conditions (as detailed in the SEAG
CVA and SFHG CVA (as applicable)) continue to be assessed.
Once the Implementation Conditions have been satisfied or waived (or SEAG or SFHG (as
applicable) considers that such Implementation Conditions are capable of being satisfied or
will be waived prior to the Implementation Commencement Date), SEAG and SFHG will issue
the Implementation Conditions Notice which will commence the next stage of the
The Implementation Conditions Notice will also commence the entitlement process and will
set the deadline (the Participation Deadline) by which relevant CVA Creditors and SFHG
Creditors must submit their Entitlement Letters in order to be eligible to receive their
entitlements under the New Lux Finco 2 Loans and/or New Lux Finco 1 Loans (as applicable),
and the date at which the exchange rate for conversion of non-Euro amounts into Euro
amounts for the purpose of calculating Final Entitlements will be set. Further information in
relation to the entitlement process will be detailed in the Implementation Conditions Notice
(which will be available at www.lucid-is.com/steinhoff).
As detailed in the SEAG CVA and the SFHG CVA, following the Participation Deadline, the
Information Agent (Lucid Issuer Services Limited) will have a prescribed period to calculate
Final Entitlements based on information received from SEAG, SFHG and from creditors,
including information received pursuant to the entitlement process. SEAG and SFHG continue
to work with the Information Agent and the Group's Financial Advisers to prepare for the
entitlement and allocation process.
Please refer to the May Update for information regarding how creditors' eligibility to receive
fees under the Lock-Up Agreement and Support Letters will be reconciled and verified, as well
as KYC requirements. This includes details of action that may need to be taken by creditors
and brokers, to the extent not already done so.
Lock-Up Agreement Consent No.10 and Consent No. 11
As described in the May Update, on 29 May 2019, the Company launched a request under
the Lock-Up Agreement (Consent Request No. 10) relating to matters which needed to be
resolved prior to the conclusion of the Restructuring pursuant to the SEAG CVA and the SFHG
CVA. Lock-Up Agreement Consent No. 10 was approved by the requisite majorities of SEAG
and SFHG creditors on 6 June 2019.
On 6 June 2019, the Company launched a further request under the Lock-Up Agreement
(Consent Request No. 11) relating to the refinancing of the existing credit facilities of Pepkor
Europe Limited and its subsidiaries (the "Pepkor Refinancing"). Lock-Up Agreement Consent
No. 11 was approved by the requisite majorities of SEAG and SFHG creditor on 10 June 2019.
Head office liquidity
The Company continues to actively monitor cash flows and manage other liabilities (including
contingent claims, tax and bilateral facilities) as well as funding needs that may arise at the
On 19 June 2019 the Company launched proceedings against former CEO Markus Jooste and
former CFO Ben La Grange in the Cape Town High Court, South Africa to recover certain salary
and bonus payments paid to the former CEO and CFO prior to 2017.
On 21 June 2019, the Company received a writ of summons from Barents & Krans on behalf of
Hamilton B.V. (‘Hamilton'). This writ of summons initiates legal proceedings against the
Company and others for declaratory relief relating to currently unquantified damages arising
from alleged wrongful acts. The Company and Hamilton have agreed that no procedural act
would be due from the Company until later in the year.
On 18 June 2019 the Company published its audited Annual Report, including the
Consolidated Financial Statements, for the year ended 30 September 2018; this is available on
the Company's website http://steinhoffinternational.com/.
The unaudited 2019 half-year interim results are scheduled for release on 12 July 2019. The
Group intends to host an Investor Presentation subsequent to that release - further details in
this regard will be provided once the interim results have been published.
Update on Group Governance
As previously reported, the onboarding process between the Group and the nominees
identified for the Newco 3 board and the boards of the key intermediate holding companies
(in addition to the two directors nominated by the Company, Louis du Preez and Theodore de
Klerk) in the SEAG group is ongoing. The Group expects to announce the candidates publicly
prior to the Restructuring Effective Date.
Current management priorities
The key priorities for the management team currently include:
• Undertaking the internal reorganisation, determining the date on which to launch the
Implementation Conditions Notice and finalising the remaining outstanding
Implementation Conditions and the final implementation steps in order to complete the
• Finalisation of arrangements to appoint the nominees of the new management boards
within the SEAG group;
• Maintaining stability across the Group and managing the ongoing operations of the
Group, including actively monitoring cash flows, supporting operating performance,
managing other liabilities and funding needs that arise at the operating company level;
• Continuing to consider the contents of the PwC report and to progressing various actions
as appropriate together with the roll out of the Remediation Plan;
• Monitoring and defending any litigation claims brought against the Group and identifying
and pursuing recoveries where available; and
• Engaging with the wider stakeholder group and regulators.
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, 2 July 2019
Date: 02/07/2019 09:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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