Steinhoff: Launch Of Whoa Restructuring Plan

Steinhoff International Holdings N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share Code: SNH
ISIN: NL0011375019



DISCLOSURE OF INSIDE INFORMATION PURSUANT TO ART. 17 OF THE EU MARKET ABUSE
REGULATION (EU 596/2014, MAR)


STEINHOFF: LAUNCH OF WHOA RESTRUCTURING PLAN
Steinhoff International Holdings N.V. is referred to as “SIHNV” or the “Company” and with its
subsidiaries, “Steinhoff” or the “Group”; “Group Services Debt” means the indebtedness
under (i) the Contingent Payment Undertakings (“CPUs”) entered into by SIHNV; and (ii) the
debt facilities entered into by Steenbok Lux Finco 1 S.à.r.l. (“LuxFinco 1”), Steenbok Lux Finco
2 S.à.r.l. (“LuxFinco 2”) and Hemisphere International Properties B.V. (“Hemisphere”) (the
instruments together, the “Group Services Debt Facilities”), each as amended from time to
time.

Steinhoff’s Management Board and Supervisory Board resolved on 28 March 2023 to initiate
a Dutch law restructuring plan (akkoord) (“WHOA Restructuring Plan”) to implement its
proposed maturity extension transaction (the “Maturity Extension Transaction”) in respect
of its Group Services Debt, first announced by the Company on 15 December 2022.

The launch of the WHOA Restructuring Plan follows the rejection of the proposal to approve
the Maturity Extension Transaction and related equity reorganisation by the Company’s
shareholders at the Company’s annual general meeting held on Wednesday 22 March
2023 (the “2023 AGM”).

An outline of the restructuring plan was included in the Company’s circular to shareholders
issued on 8 February 2023 in connection with the 2023 AGM (the “Circular”). A draft version
of the WHOA Restructuring Plan, supporting valuations by BFI and Analysis Group and
related materials will be available on the Company’s website on 29 March 2023.

The WHOA Restructuring Plan will affect the Company’s financial creditors, certain intra
group creditors and the Company’s shareholders. The WHOA Restructuring Plan does not
affect the Company’s obligations in respect of the global litigation settlement that was
successfully concluded on 15 February 2022.

The launch of the WHOA Restructuring Plan will initiate a period of consultation on the terms
of the proposed plan between the Company and the affected stakeholders. The
Company estimates that this consultation period will take at least two weeks. Affected
stakeholders may submit views on the draft WHOA Restructuring Plan during this
consultation period via email to compsec@steinhoffinternational.com.

At the conclusion of the consultation period, the Company will finalise its restructuring plan
and set out the timetable for consideration and voting on the plan by the affected classes.
Updates on the timetable and information about how affected stakeholders may exercise
their voting rights will be provided by the Company on the Company’s website in due
course.

Under the terms of the WHOA Restructuring Plan, the Maturity Extension Transaction will,
amongst other things, result in the following amendments.

•   An extension of the maturity date under the Group Services Debt Facilities, associated
    CPUs of the Company and intercompany loans to at least 30 June 2026, with two
    twelve-month extension options available with majority lender consent under each of
    the Group Services Debt Facilities.

•   the Steinhoff Europe AG (“SEAG”) Facility A2 lenders receiving the full benefit of the
    SEAG CPU after the refinancing of the SEAG Facility A1 and SEAG Facility A2. The SEAG
    Facility A2 lenders will also benefit from a reclassification of the existing SEAG Facility A2
    into an instrument which is fully covered by the SEAG CPU (sized at 87% of the existing
    SEAG Facility A2), with the excess (13%) to be reclassified to SEAG Facility B2 or a new
    tranche fungible with SEAG Facility B2 (which does not benefit from a CPU). This
    effectively represents an increase in CPU coverage for the SEAG Facility A2 lenders from
    80.3% to 87%.

•   An amendment and extension of the Hemisphere facilities on terms announced on 16
    December 2022.

•   A resetting of the SEAG Facility A2 coupon at 10.0% (compounding semi-annually) from
    30 June 2023 from the current 10.75%. To ensure full CPU coverage for SEAG Facility A2
    going forward, the notional rate under the SEAG CPU will be aligned to grow at the
    same rate.

•   Amendments to the relevant debt documents of the Group resulting in CPU holders
    being paid ahead of any holders of equity instruments issued by SIHNV or any new
    ultimate parent entity of the Group (such new ultimate parent entity of the Group, “New
    Topco”).

•   A “solvent distribution regime” to facilitate an efficient distribution of the Group’s assets
    at fair value directly to financial creditors, subject to any legal and regulatory
    restrictions, if debt has not been discharged in full at extended maturity (or following
    any earlier acceleration). The regime includes limited recourse terms and “solvent
    liquidation” provisions for the benefit of SIHNV (including New Topco) and its subsidiaries.

•   As previously disclosed, given that the Company’s general meeting did not approve
    the Maturity Extension Transaction and related equity reorganisation at the 2023 AGM,
    it is intended that under the WHOA Restructuring Plan 100% of the potential economic
    interests in the post-closing equity of the Group will be for the benefit of the individual
    financial creditors as at the date of completion of the restructuring.

•   In a change to the position described in the Circular, it is now proposed that the
    financial creditors will be issued CVRs by New Topco on substantially similar terms to the
    CVRs that had been originally proposed to be issued to the SIHNV shareholders. As set
    out in the Circular, New Topco will be an unlisted company. The shares in New Topco
    will be held by five separate and independent Dutch foundations. The financial
    creditors will not receive depositary receipts from the Dutch foundations as previously
    indicated in the Circular.

•   As part of the WHOA Restructuring Plan, it is envisaged that such number of ordinary
    shares in SIHNV will be issued to the separate and independent Dutch foundations that
    they will in aggregate hold 50% plus one share in the share capital of the Company.

•   The expectation is that following implementation of the Maturity Extension Transaction,
    a proposal will be made to the shareholders of the Company to dissolve and liquidate
    SIHNV which, if approved, will result in the existing SIHNV shares including their current
    listings falling away with no financial compensation payable to shareholders. The
    dissolution of SIHNV (including the termination of the secondary listing on the
    Johannesburg Stock Exchange) is subject to approval of the South African Reserve
    Bank.

The support agreement entered into by the Company, Newco 3 and the several financial
creditors as announced on 15 December 2022 remains in place and the intention remains
to implement the Maturity Extension Transaction by the “Long Stop Date” of 30 June 2023.

If the WHOA Restructuring Plan is not successful or is not confirmed by the Dutch court by
30 June 2023, the Company may be in default under the relevant finance documentation
as per 30 June 2023 and certain elements of the Maturity Extension Transaction including
the equity reorganisation may be implemented by way of enforcement of security rights by
the financial creditors alongside the implementation of other terms of the Maturity Extension
Transaction. In these circumstances, SIHNV would lose its interests in the underlying Group
businesses and assets and shareholders would retain no economic interest in the
restructured Group.

The Maturity Extension Transaction, including the equity reorganisation, is subject to new
financial creditor consents and confirmation by the Dutch Court. There is no certainty that
such consents or confirmation order will be achieved before the current maturity date
under the Group Services Debt of 30 June 2023 following which the financial creditors may
enforce their rights.

The Company has a primary listing on the Frankfurt Stock Exchange and a secondary listing
on the JSE Limited.

Disclaimer

The information in this announcement is not intended to be complete. This announcement
is for information purposes only and does not constitute an offer, or any solicitation of any
offer, to buy or subscribe for any securities. The distribution of this announcement may, in
some countries, be restricted by law or regulation. Accordingly, persons who come into
possession of this document should inform themselves of and observe these restrictions. To
the fullest extent permitted by applicable law, Steinhoff disclaims any responsibility or
liability for the violation of any such restrictions by any person. Any failure to comply with
these restrictions may constitute a violation of the securities laws of that jurisdiction. Steinhoff
does not assume any responsibility for any violation of any of these restrictions. Any SIHNV
shareholder who is in any doubt as to his or her position should consult an appropriate
professional advisor without delay.

Certain statements in this announcement may be considered forward-looking statements.
These forward-looking statements speak only as of the date of this announcement. By their
nature, forward-looking statements involve risks and uncertainties because they relate to
events and depend on circumstances that may or may not occur in the future, and
Steinhoff cannot guarantee the accuracy and completeness of forward-looking
statements. A number of important factors, not all of which are known to Steinhoff or are
within its control, could cause actual results or outcomes to differ materially from those
expressed in any forward-looking statement. Steinhoff expressly disclaims any obligation or
undertaking to publicly update or revise any forward-looking statements, whether as a
result of new information, a change in expectations or for any other reason.

Steinhoff has a primary listing on the Frankfurt Stock Exchange and a secondary listing on
the JSE Limited.

Stellenbosch, 28 March 2023

Contact:
Steinhoff International Holdings N.V.
Investor Relations
Phone: +27 21 808 0700
E-mail: investors@steinhoffinternational.com

JSE Sponsor: PSG Capital

Date: 28-03-2023 05:40:00
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