To view the PDF file, sign up for a MySharenet subscription.

STEINHOFF INTERNATIONAL HOLDINGS N.V. - Update On Progress Of Financial Restructuring

Release Date: 29/04/2019 16:45
Code(s): SNH SHFF     PDF:  
 
Wrap Text
Update On Progress Of Financial 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

UPDATE ON PROGRESS OF FINANCIAL RESTRUCTURING

Steinhoff International Holdings N.V. (the "Company" and with its subsidiaries, the "Group")

Introduction

In accordance with the Company's reporting obligations under paragraph (e) of clause 20 of
the lock-up agreement between, among others, the Company, Steinhoff Europe AG ("SEAG"),
Steinhoff Finance Holding GmbH ("SFHG"), Stripes US Holding, Inc. ("SUSHI") and certain
creditors, dated 11 July 2018 (the "LUA"), please see below the monthly update on progress in
connection with the corporate and capital restructuring of the Group's European business (the
"Restructuring").

Defined terms used but not otherwise defined in this report shall have the same meaning as in
the company voluntary arrangement in relation to SEAG (the "SEAG CVA") and/or the
company voluntary arrangement in relation to SFHG (the "SFHG CVA") (as applicable and as
the context dictates).

This report should be read in conjunction with recent market announcements (available at
www.steinhoffinternational.com/sens.php), including the most recent monthly update issued
on 29 March 2019 (the "March Update").

SEAG CVA and SFHG CVA

As previously reported:

    •  The SEAG CVA and the SFHG CVA were both approved by significant majorities of their
       respective creditors and by their members at meetings held on 14 December 2018. The
       SEAG CVA documentation and SFHG CVA documentation can be downloaded at
       www.lucid-is.com/steinhoff.
   •   To address certain of the grounds of challenge asserted by LSW GmbH (“LSW”, a
       company claiming to be a creditor of SEAG) in LSW’s application to challenge the
       SEAG CVA (the “Application”), SEAG and SFHG launched CVA Consent Request No. 2
       on 21 March 2019. CVA Consent Request No. 2 proposed certain amendments and
       modifications to the SEAG CVA, SFHG CVA and certain of the Restructuring
       Documents. The requisite majorities of creditors of SEAG and SFHG provided their
       consent to the proposed amendments set out in CVA Consent Request No. 2 and,
       accordingly, the SEAG CVA, the SFHG CVA and relevant Restructuring Documents
       have been amended and restated (and are available at www.lucid-is.com/steinhoff).
   •   On 28 March 2019, SEAG and LSW agreed that the Application be dismissed on
       consensual terms, following which the parties filed with the Court, and the Court
       sealed, a Consent Order giving effect to that agreement.
   •   In accordance with the consents provided pursuant to CVA Consent Request No. 1
       (and following the dismissal of the Application on consensual terms) the CVA Long-
       Stop Date has been extended to 31 May 2019. The approval of CVA Consent Request
       No. 1 consequently extended the Long-Stop Date as defined in and applicable to the
       Lock-Up Agreement to 31 May 2019.

Further amendments to the SEAG CVA, SFHG CVA and certain Restructuring Documents

As referred to in CVA Consent Request No. 1, as a consequence of events that have occurred
since the approval of the SEAG CVA and the SFHG CVA, SEAG and SFHG consider that certain
further amendments and modifications to the SEAG CVA, the SFHG CVA and certain of the
Restructuring Documents are necessary (the "Omnibus Proposed Amendments").

Whilst a number of the Omnibus Proposed Amendments are minor, technical or administrative
in nature, certain of them will require the approval of the certain majorities of relevant
creditors. SEAG and SFHG are in the process of finalising the Omnibus Proposed Amendments
and it is anticipated that SEAG and SFHG will request the relevant consents by way of a
separate CVA consent request in due course.

It remains the objective of the Group to complete the Restructuring as soon as possible.

Reconciliation of Lock-Up Fees, Lock-Up Early Bird Fees and Support Letter Consent Fees

The Company has issued a guide which explains to creditors how their eligibility to receive fees
under the Lock-Up Agreement and Support Letters will be reconciled and verified. Creditors
and brokers are requested to review the guidance provided and to take the steps set out in
the "Instructions to Creditors and Brokers – Fee Entitlements" guide which is available for
download at www.lucid-is.com/steinhoff.

KYC requirements

The agents under the New Lux Finco 1 Loans and New Lux Finco 2 Loans have asked the
Company to remind relevant creditors of SEAG and SFHG to provide their KYC Documentation
(if applicable) to the relevant agent(s) as soon as possible to prevent any potential delay in
receipt of Final Entitlements resulting from incomplete KYC processes. The relevant creditors of
SEAG and SFHG should refer to the KYC notices issued by each of the agents under the New
Lux Finco 1 Loans and the New Lux Finco 2 Loans which are available at www.lucid-
is.com/steinhoff for further information.

Head office liquidity

The Company continues to actively monitor cash flows and manage other liabilities (including
contingent claims, tax and bilateral facilities) as well as funding needs that may arise at the
subsidiary level.

Conforama

On 15 April 2019, Conforama Investissement SNC and its subsidiaries (together, the “Conforama
Group”) completed its corporate and financial restructuring. The key terms of the restructuring,
which included a total nominal value of €316m new money financing (including undrawn and
conditional commitments) are set out in a presentation available on the Company’s website
(http://www.steinhoffinternational.com/downloads/2019/Conforama-Lender-Presentation-
april.pdf). The EUR50 million short-term bridge funding facility provided by the Group to
Conforama in December 2018 for short-term working capital support was repaid as part of the
implementation of the financial restructuring.

Litigation

As announced on 2 April 2019, the Company and investment group VEB/European Investors
have agreed to extend the suspension of the collective action between them in The
Netherlands until 15 May 2019. Please refer to the full announcement for further information.

Separately, as announced on 21 February 2019, the Company has received a petition by a
group of shareholders for inquiry proceedings before the Enterprise Chamber of the
Amsterdam Court of Appeal (the "Enterprise Chamber"). The petition includes a request to
appoint an Investigator as well as an additional member of the Supervisory Board of the
Company whose role will include oversight that information is provided to shareholders
adequately and in the context of any inquiry to be ordered by the Enterprise Chamber. A
hearing is scheduled to take place on 23 May 2019.

Financial statements

As announced on 5 April 2019, whilst substantial progress has been made towards finalising the
Company’s financial statements for financial years 2017 and 2018, incorporating the outputs
from the PwC forensic investigation have proved to be exceptionally complex and time
consuming from both an accounting and audit perspective. In light of this, and despite
significant efforts being exerted by all parties, the Company now estimates that it will publish
its consolidated financial statements on the following dates:

    •   2017 financial results – 7 May 2019
    •   2018 financial results – 18 June 2019

This revised timetable is also expected to impact the timing of the release of the unaudited
2019 interim results, currently scheduled for 28 June 2019. The Company will update the market
with a new date in due course.

Please refer to the full announcement for further information.

Update on Group governance

As announced on 5 April 2019, the Company is in the process of developing a remediation
plan under the auspices of the Supervisory Board. As part of this, an initial project plan has
been produced and a new position of Chief Compliance and Risk Officer has been created;
Louis Strydom has been appointed to this role with effect from 1 July 2019. Please refer to the
full announcement for further information.

On 11 April 2019, Alexandre Nodale, stepped down from his roles as the Company’s Deputy
CEO and member of the Management Board by mutual agreement with the Company's
Supervisory Board. Following the financial restructuring of the Conforama Group, Alexandre
has also stepped down from his role as CEO of the Conforama Group with the appointment
of Helen Lee Bouygues as Chairman and Cédric Dugardin as CEO.                  Alexandre remains
available to support an orderly transition of his responsibilities at the Company and Conforama
Group level. The Company would like to thank Alexandre for his commitment to the Group
and his contribution to the Management Board since his appointment on 19 December 2017,
while retaining his operational responsibilities as CEO of the Conforama Group.

The post of Deputy CEO was created in the aftermath of the discovery of accounting
irregularities at the Group in late 2017. With the financial restructuring of the Group entering its
final stages, and with Louis du Preez in post as permanent CEO with effect from 1 January 2019,
the Group does not expect to appoint a new Deputy CEO to its Management Board.

As previously reported, the onboarding process between the Group and the nominees
identified for the Newco 3 board and the boards of the key intermediate holding companies
(in addition to the two directors nominated by the Company, Louis du Preez and Theodore de
Klerk) in the SEAG group is ongoing. The Group expects to announce the candidates publicly
prior to the Restructuring Effective Date.

Current management priorities

The key priorities for the management team currently include:

   •   Obtaining consent to the amendments and modifications to the SEAG CVA and the
       SFHG CVA ahead of launch of the implementation process and otherwise planning for
       the implementation of the Restructuring;
   •   Working with the nominees of the new management boards to assist their
       familiarisation process with the SEAG group and its restructuring;
   •   Maintaining stability across the Group and managing the ongoing operations of the
       Group, including actively monitoring cash flows, supporting operating performance,
       managing other liabilities and funding needs that arise at the operating company
       level;
   •   Finalising the 2017 and 2018 Annual Financial Statements;
   •   Continuing to consider the contents of the PwC report and to progressing various
       actions as appropriate together with the roll out of the Remediation Plan;
   •   Monitoring and defending any litigation claims brought against the Group and
       identifying and pursuing recoveries where available; and
   •   Engaging with the wider stakeholder group and regulators.

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, 29 April 2019

Date: 29/04/2019 04:45:00 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.

Email this JSE Sens Item to a Friend.

Share This Story