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STEINHOFF INTERNATIONAL HOLDINGS N.V. - SEAG And Finance Holding Lock-Up Agreement Effective And Update On Hemisphere Restructuring

Release Date: 20/07/2018 10:21
Code(s): SNH SHFF     PDF:  
Wrap Text
SEAG And Finance Holding Lock-Up Agreement Effective And Update On Hemisphere Restructuring

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

Steinhoff Investment Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1954/001893/06)
JSE Code: SHFF
ISIN: ZAE000068367
(“Steinhoff Investments” or the “Issuer”)

SEAG AND FINANCE HOLDING LOCK-UP AGREEMENT EFFECTIVE AND UPDATE ON HEMISPHERE
RESTRUCTURING
Steinhoff International Holdings N.V. (the “Company” and with its subsidiaries, the “Group”)

SEAG and Finance Holding lock up agreement effective

The Company refers to its announcement on 11 July 2018 (the “LUA Announcement”)
confirming the launch of a consent process for a lock-up agreement (the “LUA”) in connection
with the restructuring of the financial indebtedness of the Company, Steinhoff Europe AG
(“SEAG”), Steinhoff Finance Holding GmbH (“Finance Holding”) and Stripes US Holding
Incorporated (“SUSHI”) (the “Restructuring”). The Company also refers to its announcement of
19 July 2018 confirming that the condition precedent to the LUA in respect of creditor
accessions had been satisfied and that the Company was aiming to satisfy, as soon as
possible, the remaining conditions precedent to the LUA (as outlined in the LUA
Announcement) in order for the LUA to become effective.

The Company is pleased to announce that the boards of SEAG and Finance Holding have
each established a “positive going concern prognosis” as a matter of Austrian law and, with
the final condition precedent satisfied, the LUA has today become effective in accordance
with its terms. The parties to the LUA will now seek to implement the Restructuring within three
months (subject to any agreed extension). Once the Restructuring has been implemented, the
terms of the Restructuring (as set out in the term sheet included in the LUA) will remain in place
for three years (subject to a maturity long stop date of 31 December 2021).

Creditors of SEAG, SUSHI and/or Finance Holding who are not already party to the LUA may
still accede and become a party to the LUA in respect of all (but not less than all) financial
indebtedness of SEAG, SUSHI and/or Finance Holding of which they are a beneficial owner by
executing an accession letter to LUA. Creditors who accede to the LUA remain eligible to
receive the Lock-Up Fee (as defined in the LUA Announcement) notwithstanding the LUA
becoming effective.
Any queries regarding the accession process in relation to the LUA should be directed to the
Calculation Agent at: Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk, London,
WC1H 8HA, T: + 44 20 7704 0880, E: steinhoff@lucid-is.com.

Update on Hemisphere Restructuring

The Company refers to its announcement of 19 July 2018 confirming that the principal
indicative commercial terms for the restructuring of the financial indebtedness of Hemisphere
International Properties B.V. (“Hemisphere” and the “Hemisphere Restructuring”, respectively)
had been finalised with the advisors representing the third-party creditors of Hemisphere (the
“Hemisphere Lenders”) and had been provided to the Hemisphere Lenders for their approval.
To date, approximately 91% approval has been obtained from the Hemisphere Lenders,
subject to final documentation being agreed. The next step with respect to the Hemisphere
Restructuring will be for Hemisphere to negotiate with the Hemisphere Lenders the terms of a
lock-up agreement with respect to the implementation of the Hemisphere Restructuring (the
“Hemisphere LUA”). The Company and Finance Holding may also be party to the Hemisphere
LUA.

In accordance with the terms of LUA, the Company is also required to seek the consent of: (i)
participating creditors holding more than: (i) 75% of the locked-up SEAG and SUSHI debt under
the LUA; and (ii) 75% of the locked-up Finance Holding debt under the LUA, to certain terms of
the Hemisphere Restructuring (the “Hemisphere Consent Request”). The Company is pleased
to announce that creditors representing approximately: (i) 92% of the locked-up SEAG and
SUSHI debt under the LUA; and (ii) 94% of the locked-up Finance Holding debt under the LUA,
have approved the Hemisphere Consent Request and the consent requirement has therefore
been satisfied.

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 July 2018

Date: 20/07/2018 10:21:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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