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STEINHOFF INTERNATIONAL HOLDINGS N.V. - Update On Final Financial Restructuring Steps

Release Date: 17/05/2019 17:20
Code(s): SNH SHFF     PDF:  
 
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Update On Final Financial Restructuring Steps

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 FINAL FINANCIAL RESTRUCTURING STEPS

REQUEST FOR CONSENT TO AMEND CERTAIN TERMS OF THE SEAG CVA, THE SFHG CVA AND
THE RESTRUCTURING DOCUMENTS

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

Defined terms used but not otherwise defined in this announcement shall have the same
meaning as in the company voluntary arrangement proposed in relation to Steinhoff
Europe AG (“SEAG”) and approved by the CVA Creditors on 14 December 2018 as
amended from time to time (the "SEAG CVA") and/or the company voluntary arrangement
proposed in relation to Steinhoff Finance Holding GmbH (“SFHG”) and approved by the
SFHG Creditors 14 December 2018 as amended from time to time (the "SFHG CVA") (as
applicable and as the context dictates). The documentation relating to the SEAG CVA and
SFHG CVA can be downloaded at www.lucid-is.com/steinhoff.

CVA Consent Request No. 3 – Omnibus Proposed Amendments and waiver

Following extensive discussions between the Company, advisers to the SEAG Creditors
Group and the SFHG Creditors Group, the Company has launched CVA Consent Request
No. 3 and anticipates that the proposed amendments, modifications and waivers
announced under CVA Consent Request No. 3 will be the final changes required to the
SEAG CVA, the SFHG CVA and the Restructuring Documents in order to implement the
Restructuring under the CVAs.

As previously announced and subsequently expanded on in the 2017 Annual Report, as a
consequence of events since the approval of the SEAG CVA and the SFHG CVA in
December 2018, and in conjunction with ongoing discussions with the advisers to the SEAG
Creditors Group and the advisers to the SFHG Creditors Group, SEAG and SFHG have
prepared a series of amendments and modifications to the SEAG CVA and SFHG CVA (as
applicable) and the relevant Restructuring Documents (the "Omnibus Proposed
Amendments"). The Omnibus Proposed Amendments are separate and in addition to the
amendments obtained under CVA Consent Request No. 2 dated 21 March 2019, and
effective from 28 March 2019 (available at www.lucid-is.com/Steinhoff).

SEAG and SFHG consider that the Omnibus Proposed Amendments are necessary to
conclude the final outstanding matters prior to the implementation of the SEAG CVA and
SFHG CVA. Despite the Group’s best efforts, and given the mechanical steps and
prescribed notice periods required once the approvals pursuant to this CVA Consent
Request have been obtained, it is possible that not all of the relevant conditions precedent
to, and/or the steps required in respect of, the implementation of the SEAG CVA and SFHG
CVA will be satisfied prior to the current CVA Long-Stop Date of 31 May 2019. Accordingly,
in order to complete the final steps, Consent Request No. 3 amends the definition of CVA
Long-Stop Date to be 5:00pm (London time) on 30 June 2019.

Creditors should refer to the document entitled ‘Steinhoff – CVA Amendment Consent
Request No. 3’ (available at www.lucid-is.com/steinhoff) for a summary of the key Omnibus
Proposed Amendments and waiver request. The Omnibus Proposed Amendments are
further detailed in the mark-ups of the SEAG CVA, the SFHG CVA and certain of the
Restructuring Documents available at www.lucid-is.com/steinhoff.

Instructions to CVA Creditors and SFHG Creditors

The Company seeks the consent of the requisite majorities of CVA Creditors under the SEAG
CVA and SFHG Creditors under the SFHG CVA (as applicable) under three separate
requests – (i) to amend certain terms of the SEAG CVA and the relevant SEAG Restructuring
Documents; (ii) to amend certain terms of the SFHG CVA and the relevant SFHG
Restructuring Documents respectively and (iii) to waive the Implementation Condition
relating to certain Australian tax clearances.

CVA Creditors and SFHG Creditors are requested to provide their consent by 5:00pm
(London time) on 24 May 2019 in accordance with the instructions detailed in the consent
request circulated to such creditors on 17 May 2019.

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

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, 17 May 2019

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