|STEINHOFF INTERNATIONAL HOLDINGS N.V. - Steinhoff International Holdings N.V. – Further Increased SIHPL Settlement Offer And Notice Of Section 155 Creditors
|11 August 2021 10:30
Steinhoff International Holdings N.V. – Further Increased SIHPL Settlement Offer And Notice Of Section 155 Creditors
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 INTERNATIONAL HOLDINGS N.V. – FURTHER INCREASED SIHPL SETTLEMENT OFFER AND
NOTICE OF SECTION 155 CREDITORS’ MEETING
Steinhoff International Holdings N.V. (“SIHNV” or the “Company”, together with its subsidiaries,
“Steinhoff” or the “Steinhoff Group”) and the former South African holding company for such
subsidiaries, Steinhoff International Holdings Proprietary Limited (“SIHPL”), provide the following
updates on their global litigation settlement proposal.
Further increase in SIHPL’s contribution to settlement offer
SIHNV refers to its announcement on 16 July 2021 setting out terms of a revised settlement offer,
(“16 July Offer”).
As has been reported by Steinhoff in previous announcements (published at
https://www.steinhoffinternational.com/sens.php), SIHPL is subject to various legal disputes
arising from the proposed settlement arrangements in addition to those disputes arising from
the legacy accounting issues.
Whilst Steinhoff has received positive responses to its 16 July Offer, indications have been that
it has attracted insufficient overall support to achieve certainty of outcome in the proposed
SIHPL section 155 process. Recognising that the recent disputes focus on the proposed SIHPL
settlement arrangements, Steinhoff has given consideration to whether a further and final
increase to the SIHPL settlement offer can be made in order to achieve the necessary levels
Therefore, Steinhoff now proposes that SIHPL make an additional contribution to the SIHPL
market purchase claimants’ settlement consideration of ZAR 3,214 million. Steinhoff believes
that the adjusted proposed settlement can resolve both legacy claims and, in SIHPL’s case,
the more recent disputes.
In relation to this additional contribution by SIHPL:
• The additional contribution will not be available to any other SIHPL claimants nor SIHNV
claimants (whether SIHNV market purchase claimants or contractual claimants).
• The additional contribution is being made available by SIHPL alone and does not of itself
result in an adjustment to the increased amount of the SIHPL/SIHNV loan note announced
in the 16 July Offer (but the SIHPL/SIHNV loan note will be subject to minor downward
adjustment as a result of the Trevo proposal described below).
• The additional contribution will be allocated proportionately among SIHPL Market
Purchase Claimants based on their respective claims as determined under the existing
Allocation Plan rules.
• As previously clarified, the precise level of distribution to such claimants will depend on the
final level of accepted claims made by the applicable bar date under the scheme plans,
since the settlement sum will be applied for the benefit only of those SIHPL market purchase
claimants that establish claims submitted by the bar date.
• SIHPL will retain its option to provide settlement consideration in respect of any claim in
cash, or 50 per cent in cash and 50 per cent in PPH shares (at R15 per share), other than in
relation to the proposals previously announced in relation to BVI and certain PPH
• As previously, this revised offer is subject to necessary regulatory approvals and financial
creditor approvals described below and does not constitute an admission of liability by
any member of the Steinhoff Group, or its directors, officers or employees in respect of any
legal claims or litigation proceedings.
Steinhoff has received confirmation that the Active Claimant Group, Hamilton, supports in
principle the Steinhoff global settlement based on this increased contribution by SIHPL, and will
withdraw from the class composition application which has been adjourned until 13 August
2021 on that basis. Hamilton’s final approval of the S155 proposal will be subject to the ongoing
claim verification process.
SIHPL confirms that it has received confirmation that four large Steinhoff financial creditors –
funds managed or advised by The Baupost Group, LLC, Farallon Capital, Sculptor Capital
Management and Silver Point Capital – are supportive of this further revision to the settlement
Louis du Preez, Chief Executive Officer and Management Board member, said:
“We recognise that SIHPL has faced opposition resulting in legal proceedings relating to the
particular terms of its settlement proposal. The proposed additional contribution by SIHPL to
the overall settlement is in response to those challenges. We still believe that a global
settlement is in the interests of both SIHNV and SIHPL and indeed the entire Group. With this
additional contribution and the positive response from Hamilton and our proposal in relation
to Trevo, we will move ahead to hold the creditors’ meetings in the SIHPL process and to
continue the SoP process with a vote on the SIHNV Composition Plan by the Committee of
Representation, to seek the necessary approvals and to finalise the Steinhoff settlement.”
Oscar McLaren, a director of Hamilton said in relation to the increased SIHPL offer: “We are
pleased to confirm our in-principle support for the increased offer by SIHPL and we believe that
the overall Steinhoff settlement is now at a financial level at which we can add our in-principle
support. We look forward to continuing to work with Steinhoff towards implementation of the
Steinhoff settlement for the benefit of all market purchase claimants.”
Summary of Cumulative Increased Settlement Proposal (including the 16 July Offer)
A summary of the increased settlement offer including the 16 July Offer is as follows:
Original amount (inc. 16
settlement July 2021 & 11 Total increase in settlement
amount (July 2020) August 2021 offers) amount since July 2020
EURm ZARm EURm ZARm EURm ZARm % Inc.
SIHNV & SIHPL Market Purchase
267 442 175 66%
SIHNV Contractual Claimants 103 171 68 66%
Hemisphere CPU 40 66 26 66%
SIHPL Contractual Claimants: Titan 7,904 7,904 - -
SIHPL Contractual Claimants: Other 1,653 1,653 - -
SIHPL Market Purchase Claimants
- 3,214 3,214 n.m.
EUR Total (of EUR and ZAR amounts) 969 1,426 457 47%
(1) The values in this table were calculated for illustrative purposes using an FX rate of 17.0906 and exclude certain
(2) In addition, as announced on 14 February 2021, the settlement terms with Conservatorium include consideration
payable by Steinhoff Africa Holdings Pty Limited (on behalf of SIHPL) in the amount EUR 61m.
(3) The “SIHPL Contractual Claimants: Other” values in this table include the amount reserved in relation to Mayfair’s
disputed Contractual Claim against SIHPL. This component of the consideration will only be paid to Mayfair if it is
successful in its dispute with SIHPL and will otherwise revert to SIHPL.
Amendment to treatment of Trevo claims under the SIHPL Section 155 Proposal
As part of the forthcoming amendments to the SIHPL Section 155 Proposal, SIHPL will provide
that Trevo will be treated as a Non-Qualifying Claimant, instead of as a SIHPL Market Purchase
Claimant as previously proposed. SIHPL disputes and will continue to dispute Trevo’s claim.
However, SIHPL recognises that the particular circumstances giving rise to Trevo’s claim cast
doubt on the appropriateness of treating it as a SIHPL Market Purchase Claimant and justify its
reclassification as a Non-Qualifying Claimant.
In the circumstances, SIHPL has therefore amended the Section 155 Proposal to provide that
Trevo's claim will be removed from the SIHPL Market Purchase Claimants class (being a class
of claimants to whom an offer of compromise is made in terms of the Section 155 Proposal)
and, in accordance with Trevo’s proposal and stated preference, that Trevo be treated as a
Non-Qualifying Claimant (being a party who has asserted claims against SIHPL which have
been disputed by SIHPL, and to whom the offer of compromise is not made in terms of the
Steinhoff believes that this approach removes Trevo’s legal standing in the Section 155
proposal, and provides a basis for the discontinuance of Trevo’s further participation in the
class composition application that has been brought in the Cape Town High Court, the hearing
of which is currently adjourned to 13 August 2021.
For the avoidance of doubt, Trevo’s alleged claim will not be compromised under the Section
155 Proposal and thus Trevo’s treatment is not expected to impact the finalisation and
anticipated approval of the Section 155 Proposal.
Trevo’s treatment as a Non-Qualifying Claimant will result in a minor downward adjustment of
the SIHPL/SIHNV loan note from €166 million to €164 million.
Expected key next steps in connection with the Steinhoff Litigation Settlement Proposal include
• Section 155 Proposal – Claim Process: The Claims Administrator will shortly send a
notice to potential SIHPL market purchase claimants who lodged their claims prior to
the 5 May 2021 deadline advising those claimants whether or not they are eligible to
participate in and vote at the Section 155 Creditors' Meetings.
Potential SIHPL market purchase claimants who receive an Initial SIHPL Claim Value
Notification (received by SIHPL market purchase claimants who are eligible to
participate in and vote at the Section 155 Creditors' Meetings) or a Deficiency
Notification (received by potential SIHPL market purchase claimants whose claims
have been found by the Claims Administrator to be deficient and therefore not eligible
to participate in or vote at the Section 155 Creditors' Meetings) will be directed to the
's155 Validation Process' tab on www.SteinhoffSettlement.com for further information.
SIHPL market purchase claimants who did not file their claims prior to the 5 May
deadline will not be entitled to participate in, or vote at, the Section 155 Creditors'
Meetings, but may still be eligible to receive a settlement distribution and accordingly
are encouraged to file their claims with the Claims Administrator in accordance with
the relevant provisions of the Section 155 Proposal prior to the Bar Date.
• Section 155 Proposal – Creditors Meetings: SIHPL will also shortly give notice to the
verified Scheme Creditors of the virtual meetings (the "Section 155 Creditors' Meetings")
convened in terms of section 155(6) of the South African Companies Act, for the
purposes of considering and voting on the Section 155 Proposal. The notice will confirm
the date for the Section 155 Creditors' Meetings, which is expected to take place in
early September 2021. The notice will be available under the 'Case Documents' tab on
www.SteinhoffSettlement.com, and on www.steinhoffinternational.com.
Due to the restrictions in South Africa on travel and physical gatherings in relation to
the global COVID-19 pandemic, the Section 155 Creditors' Meetings will be held
virtually and it will not be possible to physically attend the Section 155 Creditors'
Meetings. For further details regarding the Section 155 Creditors' Meetings, including
registration details for verified Scheme Creditors and information as to the manner in
which persons other than verified Scheme Creditors (or their proxies) will be able to
observe the Section 155 Creditors' Meetings, and for any updates in relation thereto,
please regularly visit the 's155 Virtual Meeting' tab on www.SteinhoffSettlement.com.
• SARB Process: Following this announcement, SIHNV and SIHPL will proceed to seek
further approval from the South Africa Reserve Bank/FINSURV for necessary approvals.
• Financial Creditor Approval: In addition, SIHNV will seek the requisite approval from the
Steinhoff financial creditors, to the revised settlement offer, as announced in the 16 July
Offer and today under the terms of its finance documents.
• Scheme Plan Updates: The formal changes to the SIHPL Section 155 proposal and to
the SIHNV Composition Plan will be made and updated versions will be available under
the ‘Case Documents’ tab on www.SteinhoffSettlement.com shortly.
All claimants are encouraged to support the further revised terms of the Steinhoff Litigation
Settlement Proposal and to work with Steinhoff to conclude the approval process as soon as
Further updates will be provided as and when appropriate.
Claimants will be able to review additional information in relation to the Steinhoff Group global
settlement and submit their claim details on the following website:
The Company has a primary listing on the Frankfurt Stock Exchange and a secondary listing on
the JSE Limited.
Stellenbosch, South Africa
11 August 2021
JSE Sponsor: PSG Capital
Date: 11-08-2021 10:30:00
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