DeZwarteRidder schreef op 16 februari 2021 08:40:
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STEINHOFF GLOBAL SETTLEMENT - IMPLEMENTATION COMMENCED
Steinhoff International Holdings N.V. ("SIHNV" or the "Company", and together with its subsidiaries "Steinhoff" or the "Steinhoff Group") announces that following its application to the Amsterdam District Court on 15 February 2021 for a "suspension of payments" procedure (surseance van betaling) ("Dutch SoP"), the Amsterdam District Court opened the Dutch SoP in respect of SIHNV on Monday, 15 February 2021.
Following the opening of the Dutch SoP, Steinhoff International Holdings Proprietary Limited ("SIHPL") has launched a statutory compromise process under South African law ("S155 Scheme") also as part of the implementation of the Steinhoff Group global settlement.
The Dutch SoP relates only to SIHNV and the S155 Scheme relates only to SIHPL. These processes, which are inter-conditional, do not directly affect any of the other entities in the Steinhoff Group nor any of its operating businesses.
The purpose of the Dutch SoP process and the S155 Scheme is to implement the proposal to settle certain multi-jurisdictional legacy litigation and various claims against SIHNV and SIHPL. Implementation of the Steinhoff global settlement will require the requisite support of claimants and approvals by the Dutch and South African courts, and the process of obtaining such approvals is expected to take several months. Commencement of these processes follows the separate agreements reached with Deloitte Accountants B.V. and Deloitte & Touche South Africa (together "Deloitte") and Conservatorium Holdings LLC ("Conservatorium") announced on 14 February 2021.
Louis du Preez, Steinhoff Group CEO said: "Settlement of legacy litigation is a critical priority for the Steinhoff Group. Implementation of these processes is an important step forward, giving participating claimants the opportunity to approve the proposals and open the pathway to realise some value from their claims. A successful approval would also offer the Steinhoff Group, and all its stakeholders, the chance to move ahead and address the remaining challenges. We encourage claimants to engage with the process and back the proposals. We look forward to receiving their support."
Background to Settlement
On 27 July 2020, the Steinhoff Group released a detailed update on its efforts to resolve the ongoing complex legal claims and litigation proceedings, including details of a proposed global settlement in respect of certain of these claims ("July Announcement"). The Steinhoff Group has formulated proposed settlement amounts for various claimant groups in light of the characteristics of, and risks associated with, their claims, the Steinhoff Group's ability to continue trading and to maximise the asset values available to it, and the likely outcomes for participating claimants if the Steinhoff Group was unable to do so and liquidation ensued. The proposed global settlement terms also take into account the adverse impact of the COVID-19 pandemic on the value of the Steinhoff Group's underlying businesses and the effect of currency movements. The global settlement proposal is made on the basis that it does not represent an admission of any liability in respect of any of the various claims made against any member of the Steinhoff Group or any directors, officers, employees or advisors, past or present. The terms of the proposed global settlement were attached to the July Announcement and updated in October 2020 ("October Settlement Term Sheet").
SIHNV's proposed composition plan submitted in the Dutch SoP ("Dutch SoP Scheme Proposal") and SIHPL's proposal in terms of the S155 Scheme ("S155 Scheme Proposal") (together the "Schemes") are inter-conditional in that each needs to be approved for the global settlement to be implemented. Their respective terms will be available shortly at
www.SteinhoffSettlement.com.Benefits of the global settlement
The boards of SIHNV and SIHPL believe that the proposed global settlement and the proposed implementation process, through the Schemes, are in the best interests of SIHNV and SIHPL, respectively. In particular, the proposed settlement will:
- provide participating claimants with certainty of outcome and recovery relative to the cost and uncertainty associated with protracted, expensive and unpredictable court processes in pursuing their claims;
- provide consistent treatment of recovery to similar claimants to the extent possible;
- offer a more favourable and more certain recovery on their claims as compared to a liquidation of SIHNV or SIHPL;
- resolve a very substantial proportion of the material contingent liabilities faced by the Company and SIHPL as a result of the ongoing litigation;
- offer a framework for delivery of additional value in the form of contributions to the settlement by third parties if any such contributions can be agreed;
- include a debt repayment term extension from the Steinhoff Group's financial creditors under the SIHNV and SIHPL contingent payment undertakings which will be matched by the intra-group creditors;
- not affect the rights of current trade creditors;
- assist the continuing efforts to support the operating businesses in the Steinhoff Group to preserve and realise business value for the Steinhoff Group's stakeholders and employees;
- reduce the current burden on the Steinhoff Group of the very material costs spent litigating numerous legal proceedings across multiple jurisdictions; and
- reduce the proportion of Steinhoff Group management time committed to the supervision and conduct of the various legal proceedings, allowing management to concentrate on the continued improvement of the underlying businesses and development of plans to realise value and de-leverage the Steinhoff Group's balance sheet.
The prospects for SIHNV and SIHPL to continue as a going concern if the settlement is not approved remain uncertain, given the Steinhoff Group's debt maturities on 31 December 2021 and the risk of adverse judgments in certain of the various litigation claims during the course of 2021.
As noted below, the implementation of the proposed global settlement requires the requisite support of participating claimants and the implementation process is expected to take several months to be approved and completed. If and when the Schemes are approved, SIHNV will make payment of the settlement amounts to a newly incorporated foundation, named Stichting Steinhoff Recovery Foundation ("SRF"), following which there will be a further period of claims administration before eligible market purchase claimants ("MPCs") will start receiving their settlement payments in respect of the agreed claims.
Required approvals obtained