|STEINHOFF INTERNATIONAL HOLDINGS N.V. - Steinhoff Global Settlement – Implementation Commenced
|16 February 2021 7:45
Steinhoff Global Settlement – Implementation Commenced
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
STEINHOFF GLOBAL SETTLEMENT – IMPLEMENTATION COMMENCED
Steinhoff International Holdings N.V. (“SIHNV” or the “Company”, and together with its
subsidiaries “Steinhoff” or the “Steinhoff Group”) announces that following its application to the
Amsterdam District Court on 15 February 2021 for a “suspension of payments” procedure
(surseance van betaling) (“Dutch SoP”), the Amsterdam District Court opened the Dutch SoP
in respect of SIHNV on Monday, 15 February 2021.
Following the opening of the Dutch SoP, Steinhoff International Holdings Proprietary Limited
(“SIHPL”) has launched a statutory compromise process under South African law (“S155
Scheme”) also as part of the implementation of the Steinhoff Group global settlement.
The Dutch SoP relates only to SIHNV and the S155 Scheme relates only to SIHPL. These
processes, which are inter-conditional, do not directly affect any of the other entities in the
Steinhoff Group nor any of its operating businesses.
The purpose of the Dutch SoP process and the S155 Scheme is to implement the proposal to
settle certain multi-jurisdictional legacy litigation and various claims against SIHNV and SIHPL.
Implementation of the Steinhoff global settlement will require the requisite support of claimants
and approvals by the Dutch and South African courts, and the process of obtaining such
approvals is expected to take several months. Commencement of these processes follows the
separate agreements reached with Deloitte Accountants B.V. and Deloitte & Touche South
Africa (together “Deloitte”) and Conservatorium Holdings LLC (“Conservatorium”) announced
on 14 February 2021.
Louis du Preez, Steinhoff Group CEO said: “Settlement of legacy litigation is a critical priority for
the Steinhoff Group. Implementation of these processes is an important step forward, giving
participating claimants the opportunity to approve the proposals and open the pathway to
realise some value from their claims. A successful approval would also offer the Steinhoff
Group, and all its stakeholders, the chance to move ahead and address the remaining
challenges. We encourage claimants to engage with the process and back the proposals.
We look forward to receiving their support.”
Background to Settlement
On 27 July 2020, the Steinhoff Group released a detailed update on its efforts to resolve the
ongoing complex legal claims and litigation proceedings, including details of a proposed
global settlement in respect of certain of these claims (“July Announcement”). The Steinhoff
Group has formulated proposed settlement amounts for various claimant groups in light of the
characteristics of, and risks associated with, their claims, the Steinhoff Group’s ability to
continue trading and to maximise the asset values available to it, and the likely outcomes for
participating claimants if the Steinhoff Group was unable to do so and liquidation ensued. The
proposed global settlement terms also take into account the adverse impact of the COVID-
19 pandemic on the value of the Steinhoff Group’s underlying businesses and the effect of
currency movements. The global settlement proposal is made on the basis that it does not
represent an admission of any liability in respect of any of the various claims made against any
member of the Steinhoff Group or any directors, officers, employees or advisors, past or
present. The terms of the proposed global settlement were attached to the July
Announcement and updated in October 2020 (“October Settlement Term Sheet”).
SIHNV’s proposed composition plan submitted in the Dutch SoP (“Dutch SoP Scheme
Proposal”) and SIHPL’s proposal in terms of the S155 Scheme (“S155 Scheme Proposal”)
(together the “Schemes”) are inter-conditional in that each needs to be approved for the
global settlement to be implemented. Their respective terms will be available shortly at
Benefits of the global settlement
The boards of SIHNV and SIHPL believe that the proposed global settlement and the proposed
implementation process, through the Schemes, are in the best interests of SIHNV and SIHPL,
respectively. In particular, the proposed settlement will:
• provide participating claimants with certainty of outcome and recovery relative to the
cost and uncertainty associated with protracted, expensive and unpredictable court
processes in pursuing their claims;
• provide consistent treatment of recovery to similar claimants to the extent possible;
• offer a more favourable and more certain recovery on their claims as compared to a
liquidation of SIHNV or SIHPL;
• resolve a very substantial proportion of the material contingent liabilities faced by the
Company and SIHPL as a result of the ongoing litigation;
• offer a framework for delivery of additional value in the form of contributions to the
settlement by third parties if any such contributions can be agreed;
• include a debt repayment term extension from the Steinhoff Group’s financial creditors
under the SIHNV and SIHPL contingent payment undertakings which will be matched by
the intra-group creditors;
• not affect the rights of current trade creditors;
• assist the continuing efforts to support the operating businesses in the Steinhoff Group to
preserve and realise business value for the Steinhoff Group’s stakeholders and employees;
• reduce the current burden on the Steinhoff Group of the very material costs spent litigating
numerous legal proceedings across multiple jurisdictions; and
• reduce the proportion of Steinhoff Group management time committed to the supervision
and conduct of the various legal proceedings, allowing management to concentrate on
the continued improvement of the underlying businesses and development of plans to
realise value and de-leverage the Steinhoff Group’s balance sheet.
The prospects for SIHNV and SIHPL to continue as a going concern if the settlement is not
approved remain uncertain, given the Steinhoff Group’s debt maturities on 31 December 2021
and the risk of adverse judgments in certain of the various litigation claims during the course
As noted below, the implementation of the proposed global settlement requires the requisite
support of participating claimants and the implementation process is expected to take several
months to be approved and completed. If and when the Schemes are approved, SIHNV will
make payment of the settlement amounts to a newly incorporated foundation, named
Stichting Steinhoff Recovery Foundation (“SRF”), following which there will be a further period
of claims administration before eligible market purchase claimants (“MPCs”) will start receiving
their settlement payments in respect of the agreed claims.
Required approvals obtained
Approval from financial creditors: The October Settlement Term Sheet required the approval
of SIHNV’s financial creditors. A consent request was launched on 9 October 2020 to obtain
the formal support of the financial creditors for the terms and proposed implementation of the
settlement. During November 2020 the Company announced that it had received
overwhelming support from the financial creditors and that, in particular, the Steinhoff Group
had obtained the requisite consent from its creditors in respect of all relevant financial
instruments, with the exception of the Company’s “SEAG Contingent Payment Undertaking”,
in respect of which “all-lender support” was required but two financial institutions had voted
against. As a result, SIHNV then undertook an English law scheme of arrangement (“SIHNV
Scheme”) to obtain the necessary unanimous approval under the SEAG Contingent Payment
Undertaking. The necessary majorities of lenders approved the proposal in the scheme
meetings that took place on 15 December 2020 in London and the High Court of England
heard the Company’s application to sanction the SIHNV Scheme on 26 and 27 January 2021.
The High Court granted the sanction order in the terms sought by the Company in a judgment
delivered on 5 February 2021 and, following the satisfaction of various conditions, the 9
October 2020 consent request became effective on that date.
Incremental consents will be sought from SIHNV’s financial creditors in connection with further
long form documents and other matters relating to the implementation of the Steinhoff
settlement in accordance with the terms of the 9 October 2020 consent request.
FINSURV approval: In addition, the Steinhoff Group required approval from the South African
Reserve Bank (“Finsurv”) for the terms of the Steinhoff Group settlement proposal. SIHNV
accordingly applied to Finsurv for consent to the cross-border payments to be made as part
of the proposed settlement and received such approval on 25 November 2020. The approval
is valid for 12 months. Further approvals will be sought if and to the extent required in respect
of the terms to be submitted under the Schemes.
The Steinhoff Group settlement proposal
The Schemes are broadly consistent with the Steinhoff Group settlement proposal as initially
outlined in the July Announcement and as amended in the October Settlement Term Sheet.
The terms of the Schemes will be available shortly at www.SteinhoffSettlement.com. The main
features of the proposed global settlement remains as follows:
• Participating claimants are categorised into MPCs, contractual claimants and financial
creditors. The Steinhoff Group will make available a total settlement consideration to
MPCs of SIHNV and SIHPL and contractual claimants of SIHNV of EUR370million, of which
the estimated share of MPCs will be EUR266million. MPCs at both SIHNV and SIHPL will
both be settled by SIHNV through the SRF. The settlement consideration will be
allocated in accordance with the details set out in the ‘Allocation Plan’ attached to
• The settlement consideration will be paid by SIHNV through SRF 50 per cent in cash and
50 per cent in shares indirectly owned by SIHNV in the South African entity Pepkor
Holdings Limited (“PPH”) at a deemed share price of ZAR15 per share, provided that
SIHNV reserves the option to settle a higher proportion of the consideration in cash.
• In addition, a member of the Steinhoff Group will make a contribution to the costs of
the ACGs (representatives of MPCs) of up to EUR30million, contingent on certain terms
and conditions, and under the express condition that each such ACG undertakes that
it will, for each of its constituents, credit the cost compensation received by it to
amounts due from its constituents under the terms originally agreed between that ACG
and its constituents. SIHNV will also make a contribution to the costs of SRF estimated
to be up to EUR16.5million (an increase of EUR1.5million from the October Settlement
• SIHNV contractual claimants will be settled at the same recovery rate as the SIHNV
• SIHPL contractual claimants will be settled at the recovery rates and in the amounts as
set out in the S155 Scheme Proposal. By way of variation to the October Settlement
Term Sheet, BVI No 1499 (Pty) Limited ("BVI") will receive PPH shares at a deemed price
per share of ZAR13 (as opposed to ZAR13.5) and the lock up period applicable to BVI
and Cronje claimants will be reduced.
• The financial creditors have been asked to extend the debt maturity on the Steinhoff
Group facilities to 30 June 2023, extendable with an incremental consent by a further
six months. In addition, the financial creditors have been asked to waive any tort
(delict) claims against the Steinhoff Group. SIHNV has agreed to grant security over its
shares in Steinhoff Investment Holdings Limited in return for the debt extension.
• Intra-group creditors and trade creditors do not have their principal claims
• In consideration for payment of the settlement consideration, participating claimants
will be required to grant full and final releases and waivers of claims against the
Steinhoff Group and other parties on the terms set out in the Schemes.
• Not all claims against SIHNV or SIHPL are compromised under the Schemes. Certain
disputed claims against SIHNV will continue to be defended on the basis that any finally
adjudicated claim or agreed settlement amount will be subject to the same SIHNV
recovery rate payable to MPCs and contractual claimants of SIHNV. Similarly, one
disputed contractual claim against SIHPL will continue to be defended on the basis
that any finally adjudicated claim or agreed settlement amount will be subject to the
same recovery rate payable to contractual claimants of SIHPL. Certain other claims
against SIHPL that do not qualify as either MPCs or contractual claims are not subject
to the S155 Scheme Proposal at all. SIHPL will continue to dispute such claims, which will
be payable in full to the extent that they are ultimately upheld by way of final
adjudication or agreed settlement.
• Conservatorium has brought significant claims arising out of its ownership of certain
margin loans which financed Upington Investment Holdings B.V.’s acquisition of shares
in SIHNV which represent non qualifying claims in the October Settlement Term Sheet.
As announced on 14 February 2021, SIHNV and SIHPL have entered into an agreement
with Conservatorium and other margin lenders to settle such claims. Titan Premier
Investment Proprietary Limited (“Titan”) related entities are also party to that
agreement. Under the terms of the agreement, on the Settlement Effective Date (as
defined below) and in exchange for mutual releases and support for the global
settlement proposal, Conservatorium and the other margin lenders will be entitled to
the settlement recovery at SIHNV attributable to the “Upington 1” claim and Steinhoff
Africa Holdings Proprietary Limited will pay on behalf of SIHPL an additional amount of
EUR 61m in settlement of the remaining claims. Titan will receive the recovery at SIHPL
previously announced in the October Settlement Term Sheet, subject to further
agreements to be concluded between the Company, SIHPL and Titan entities.
• The July Announcement and the October Settlement Term Sheet excluded recoveries
in respect of contingent assets representing potential settlement contributions by third
parties. As announced on 14 February 2021 Deloitte has indicated it is willing to make
an offer to MPCs of up to EUR 55.34million and to certain contractual claimants of
EUR15million. Discussions are ongoing with other third parties regarding possible
additional contributions. The Dutch SoP Scheme Proposal and the S155 Scheme
Proposal provide an implementation framework to deliver such recoveries to creditors.
In the event additional contributions are agreed by other parties, and if required, the
Dutch SoP Scheme Proposal and S155 Scheme Proposal will be amended to
accommodate the relevant terms on which related recoveries will be delivered by
such third parties.
Dutch SoP process
Following its opening of the Dutch SoP the Amsterdam District Court has appointed an
administrator (bewindvoerder), who will work with SIHNV’s management team. The court has
also set the following key dates for submission of claims and for a creditors’ meeting to vote
on the Dutch SoP Scheme Proposal:
• 15 June 2021: voting record date; and
• 30 June 2021 at 10am (CET): creditor’s meeting.
If the Dutch SoP Scheme Proposal is adopted at the creditors’ meeting, the Dutch court will
also need to confirm the Dutch SoP Scheme Proposal. The Dutch SoP Scheme Proposal will
become effective if, among other conditions, the Dutch SoP Scheme Proposal becomes final
and unappealable and the S155 Scheme Proposal becomes effective in accordance with its
terms (i.e. the Settlement Effective Date, as to which see below).
The final date on which the Dutch SoP claimants may submit a claim to the claims
administrator for purposes of receiving, if eligible and verified, a distribution under the Dutch
SoP Scheme Proposal will be three months after the Settlement Effective Date (i.e. the Bar
Date, as to which see below).
It is expected that (i) SIHNV contractual claimants and (ii) SIHNV MPCs (and SIHPL MPCs under
the S155 Scheme Proposal) who do not dispute their claim determination will receive their
settlement distribution as soon as reasonably practicable after the Bar Date (as defined within
the Schemes) and notification of their claim determination. SIHNV MPCs (and SIHPL MPCs
under the S155 Scheme Proposal) with disputed claim determinations will receive their
settlement distributions as soon as reasonably practicable after a binding determination in
respect of their claim determination has been made.
Claimants will be able to access a copy of the Dutch SoP Scheme Proposal at the docket of
the Amsterdam District Court or at www.SteinhoffSettlement.com. Any updates or
amendments to the Dutch SoP Scheme Proposal will be published at
S155 Scheme process
A “notice of the availability” of the S155 Scheme Proposal will shortly be published on SENS,
and the FSE-equivalent service, SIHNV's website (www.steinhoffinternational.com), the
Steinhoff settlement website (www.SteinhoffSettlement.com) and elsewhere, including in
various publications. The notice will provide, amongst other things, a link to the S155 Scheme
Proposal. Any addenda or other amendments to the S155 Scheme Proposal will also be
published and notified, including on the Steinhoff settlement website.
Following the notice of availability, eligible S155 Scheme claimants wishing to participate in
the S155 Scheme meeting, at which such claimants will consider and vote on the S155 Scheme
Proposal, must submit their claims to the claims administrator in accordance with the terms of
the S155 Scheme Proposal by the date which will in due course be published and notified on
It is anticipated that the claims administrator will complete the claim verification process for
claimants who have submitted their claims (with the requisite supporting documentation) for
the purpose of voting at the S155 Scheme meeting, around the end of April 2021, following
which claimants will be notified of their claim values. The final dates will be published on
SIHPL anticipates that notice of the S155 Scheme meeting will be published (in the same
manner as the notice of the availability of the S155 Scheme Proposal) towards the end of May
2021, which notice will invite verified S155 Scheme claimants to participate in and vote at the
S155 Scheme meeting. The S155 Scheme meeting (which will be held virtually if COVID-19
restrictions require it) is expected to take place at the end of June 2021 or beginning of July
2021. The date of the S155 Scheme meeting will be specified in the meeting notice.
Following the creditors’ meetings, SIHPL will then apply to the High Court of South Africa for an
Order sanctioning the approved S155 Scheme Proposal as soon as possible. If sanction is given
and other conditions are met, the date on which the Schemes become effective in
accordance with their terms (“Settlement Effective Date”) will follow shortly thereafter.
The final date on which S155 Scheme claimants may submit a claim to the claims administrator
for purposes of receiving, if eligible and verified, a distribution under the S155 Scheme will be
three months after the Settlement Effective Date (the “Bar Date”).
It is expected that (i) SIHPL contractual claimants will receive their settlement distributions as
soon as possible after the Settlement Effective Date and (ii) SIHPL MPCs (and SIHNV MPCs and
SIHNV contractual claimants under the Dutch SoP Scheme proposal) who do not dispute their
claim determination will receive their settlement distribution as soon as reasonably practicable
after the Bar Date (as defined within the Schemes) and notification of their claim
determination. SIHPL MPCs (and SIHNV MPCs and SIHNV contractual claimants under the
Dutch SoP Scheme proposal) with disputed claim determinations will receive their settlement
distributions as soon as reasonably practicable after a binding determination in respect of their
claim determination has been made.
Next Steps for Claimants
In addition to the information provided below, claimants are encouraged to keep up to date
on key dates and steps required for both the Dutch SoP Scheme Proposal and the S155
Scheme Proposal by regularly referring to www.SteinhoffSettlement.com.
The Dutch SoP Scheme Proposal and S155 Scheme Proposal are complex documents and
claimants should obtain independent legal, financial and tax advice in relation to the
proposals and the claim administration. None of the Steinhoff entities nor their advisers are
providing any advice to the claimants or any other party.
SIHNV Dutch SoP Claims
Claimants will be notified of further key dates in the Dutch SoP process once they have been
determined by the Company and the administrator. A claimant in the Dutch SoP Scheme who
wishes to attend and vote at any creditors’ meeting will need to provide the administrator with
the necessary supporting documentation evidencing their status as a Dutch SoP scheme
claimant and provide evidence of the value of their claim.
SIHNV claimants will be able to submit their claims, in due course, by completing the relevant
claim form on www.SteinhoffSettlement.com (further details in this regard are contained in the
Dutch SoP Scheme Proposal).
SIHPL S155 Scheme Claims
SIHPL claimants will be able to access a copy of the S155 Scheme Proposal in the manner set
out in the notice of availability of the S155 Scheme Proposal.
A SIHPL claimant who wishes to attend and vote at the S155 Scheme meeting will need to
provide the claims administrator with the necessary supporting documentation evidencing
their status as an eligible S155 Scheme claimant and provide evidence of the value of their
claim within the stipulated timelines.
SIHPL claimants will be able to submit their claims, in due course, by completing the relevant
claim form on www.SteinhoffSettlement.com (further details in this regard are contained in the
Computershare will act as claims administrator to assist with the administration of claims for the
purpose of the creditors’ meetings and, following approval of the Schemes, to assist the SRF
with the further administration of claims and the settlement and payment process. As part of
these arrangements, facilities are being made available to assist claimants with the process
including the use of call centres and online assistance.
Update on Hamilton Application
As previously announced on 14 January 2021, Hamilton B.V. and Hamilton 2 B.V. (together
“Hamilton”) have brought an application in the Western Cape High Court, seeking an order
declaring that claimants who are envisaged to fall within both the contractual class and the
MPC class in terms of a S155 Scheme proposal, fail to constitute a 'class' within the meaning of
the South African Companies Act. SIHPL has opposed the application, and has filed answering
papers. Hamilton has filed replying papers, but has indicated that it wishes to file
supplementary papers. No date has been set for the hearing of Hamilton's declaratory
Trevo Capital Ltd (“Trevo”) has brought an application in the Western Cape High Court,
seeking to intervene, as a respondent, in Hamilton's declaratory application, on the basis that
it has a direct and substantial interest in the outcome of Hamilton's declaratory application.
Trevo's application is supported by BVI, and the Cronje claimants. SIHPL has opposed the
intervention application, but no further papers have yet been filed, and no date has been set
for the hearing of Trevo's intervention application.
Hamilton and Trevo hold alleged claims that, by the terms of SIHPL’s S155 Scheme proposal,
will be treated as MPCs. The BVI and the Cronje claimants hold alleged claims that, by the
terms of SIHPL’s S155 Scheme Proposal, will be treated as contractual claims.
Separately, Trevo has brought an application in the Western Cape High Court, seeking an
Order (1) declaring that (a) a guarantee provided by SIHPL on 30 January 2014, in respect of
a convertible bond issued by Steinhoff Finance Holding GmbH (a member of the Steinhoff
Group), and which was subsequently amended or replaced on 12 August 2019 by the SIHPL
contingent payment undertaking ("SIHPL CPU") between SIHPL and Global Loan Agency
Services Limited, is void in terms of section 45 of the South African Companies Act, (b) both the
SIHPL board's resolution authorising the conclusion of the guarantee, and the SIHPL board's
resolution authorising the conclusion of the SIHPL CPU, are void, and (c) the SIHPL CPU is void,
and (2) interdicting SIHPL from making any payments in terms of the guarantee, the SIHPL CPU
and / or a compromise in terms of section 155 of the South African Companies Act and from
providing any security in terms thereof.
SIHPL intends to oppose this application. No further papers have been filed. Trevo seeks a
hearing date of 16 March 2021 for the hearing of its declaratory application / interdict, but this
date has not yet been confirmed by the Court.
SIHPL strongly disputes the legal merits of the pending applications brought by Hamilton and
Trevo, and will oppose those applications and the Trevo intervention application on that basis.
The Steinhoff Group will provide updates on key dates in due course.
Claimants will be able to review additional information and, in due course, submit their claim
details on the following website: www.SteinhoffSettlement.com.
Further updates will be provided following the various processes and court hearings identified
The Company has a primary listing on the Frankfurt Stock Exchange and a secondary listing on
the JSE Limited.
JSE Sponsor: PSG Capital
Stellenbosch, South Africa
16 February 2021
Date: 16-02-2021 07:45:00
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