STEINHOFF INTERNATIONAL HOLDINGS N.V. - Steinhoff Update On Restructuring And Governance

Steinhoff – Update On Restructuring And Governance

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 – Update on Restructuring and Governance
Steinhoff International Holdings N.V. (the “Company” and with its subsidiaries, the “Group”)

Restructuring Update

The Company refers to its announcement on 19 October 2018 (the “19 October
Announcement”) in respect of the extension of the long-stop date under the lock-up
agreement entered into by the Company on 11 July 2018 (the “LUA”) to 20 November 2018,
to provide time for the long form documentation for the implementation of the
Restructuring (as defined in the 19 October Announcement) to be finalised.

Significant progress has been achieved since the 19 October Announcement and the
Company is pleased to confirm that it intends to launch shortly:

•      a company voluntary arrangement (the “CVA”) in relation to Steinhoff Europe AG
       (“SEAG”);

•      a consent solicitation process by the Company (the “Consent Solicitations”) in
       respect of Steinhoff Finance Holding GmbH (“SFHG”) issued convertible bonds.

A further announcement providing additional detail on the CVA and the Consent
Solicitation will be made shortly.

The CVA and the Consent Solicitations relate to the restructuring of debt at SEAG and SFHG
and are not expected to have any impact on any of the Group’s operating businesses,
their landlords or trade creditors.

The Company is also pleased to confirm that the Chapter 11 plan of its subsidiary Mattress
Firm, Inc. (together with its U.S. affiliates, “Mattress Firm”) was approved by the US
Bankruptcy Court on 16 November 2018, and Mattress Firm is expecting to exit from the
Chapter 11 proceedings following satisfaction of the conditions precedent to the
effectiveness of the Chapter 11 plan.

Governance Update

The Company’s efforts since December 2017 have been largely focused on stabilising the
Group while engaging in an extremely complex and extensive restructuring process. Having
led the Group through the repayment of the South African debt and on to the final
implementation stages of the restructuring to stabilise the Group for the next three years,
Danie van der Merwe (60), who has been Acting CEO since 19 December 2017, having
accomplished the goals set out above, has now decided to step down from this position
effective 31 December 2018. He will be succeeded by Louis du Preez. Danie will remain with
the Group until 1 December 2019, during which period he will assist the incoming CEO and
the Management Board.

The Supervisory Board would like to thank Danie for his willingness to take on the role at a
time of crisis, for his contribution to the Management Board that has successfully steadied
the Group and for his guidance and leadership throughout the difficult circumstances
during the restructuring process.

Louis du Preez, presently Commercial Director, who has, together with Philip Dieperink, CFO,
been leading the negotiations in the restructuring of the Group, has been designated as
the new CEO. Louis joined the Steinhoff group in mid-2017 and was nominated as
Commercial Director and member of the Management Board on 19 December 2017.

Heather Sonn, chairperson of Steinhoff International Holdings N.V. said:

“Our restructuring continues to make good progress, and the launch of SEAG CVA and
Consent Solicitations, as well as Mattress Firm’s anticipated emergence from Chapter 11,
will all represent significant milestones in the process. Importantly, the implementation of
these necessary measures to restructure our debt, will enable management to focus fully
on driving the performance of our operating businesses.

Danie van de Merwe stepped into the role of acting CEO in late 2017 to help stabilise the
Company and its underlying operations in the wake of the crisis. His tireless efforts and
considerable expertise mean that today, the underlying operational businesses have been
refinanced, where required, and continue to trade. We thank him for this significant
contribution to the Group, acting always in the interests of all stakeholders.

Louis du Preez brings a wealth of commercial and corporate experience to the role of CEO
from his successful legal career. Having led the negotiations of the complex restructuring
process since joining the Management Board earlier this year, he has also developed good
relations with the Group’s key stakeholders and a deep knowledge of the Group’s global
operations. He is the ideal candidate to lead the Company through the final stages of the
restructuring and into the next phase of its development and his designation as CEO will
provide important continuity for the Group and all of its stakeholders. We are delighted that
he has agreed to step into this permanent position with the full support of the Management
and Supervisory Boards.”

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, 19 November 2018

Date: 19/11/2018 12:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.