15225 replies to this topic

[Lionelza1]

LUA extended 20feb? Mamma mia

[DayTraderDad]

Steinhoff - Update on Restructuring

 

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

 

The Company refers to its announcement earlier today (the "19 November Announcement") in respect of the launch of the CVA and Consent Solicitations (each as defined in the 19 November Announcement).

 

Further to the 19 October Announcement the Company is pleased to provide an update on the following:

 

- the launch of the CVA in relation to Steinhoff Europe AG ("SEAG");

 

- the launch of the Consent Solicitations in respect of Steinhoff Finance Holding GmbH ("SFHG") issued convertible bonds;

 

- the SUSHI Scheme; and

 

- an extension to the LUA under its terms.

 

The CVA and Consent Solicitations processes 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.

 

Launch of CVA in relation to SEAG

 

In relation to the lock-up agreement entered into by the Company on 11 July 2018 (the "LUA"), SEAG has today made a proposal for a CVA under Part 1 of the Insolvency Act 1986 (the "CVA Proposal") to Alan Bloom, Alan Hudson and Simon Edel of Ernst & Young, acting as nominees for the CVA Proposal (the "Nominees"). The Nominees will now proceed to review and consider the CVA Proposal and are expected (if they see fit) to issue a report to the High Court of England and Wales. Under the relevant UK statutory provisions, the Nominees have up to 28 days to consider the CVA Proposal. A further announcement will be made once the Nominees issue their report including an update on the timetable for the CVA Proposal.

 

Upon the issuance of the Nominees' report to the High Court, the CVA Proposal will be published to all creditors of SEAG, whereupon the creditors will have a period to review the CVA Proposal before voting on it. The CVA Proposal includes the following key aspects:

 

- the corporate holding structure of SEAG will be restructured with the incorporation of new Luxembourg, Jersey and UK incorporated companies as direct and indirect holding companies and subsidiaries of SEAG;

 

- at closing there will be a hive-down of almost all of the assets and liabilities from SEAG to certain of these newly incorporated Jersey and UK companies;

 

- SEAG's existing financial indebtedness will be refinanced by way of a new debt instrument issued by a newly incorporated Luxembourg company which shall sit as an indirect subsidiary of SEAG (the "New SEAG Luxco Debt");

 

- SEAG's existing financial creditors will be able to participate in the New SEAG Luxco Debt, such participations to have the benefit of a security package to be granted by the new SEAG corporate group;

 

- to the extent that SEAG's existing financial creditors currently benefit from a guarantee from the Company in respect of their holding of existing SEAG debt, such financial creditors will also receive the benefit of a new deferred contingent payment instrument to be provided by the Company in respect of the New SEAG Luxco Debt; and

 

- to facilitate completion of the financial restructuring, an interim moratorium will, subject to approval by SEAG's creditors of the CVA Proposal, come into force from the date of such approval and will have the effect that SEAG's creditors will be prohibited from taking certain enforcement action against SEAG from such date until the implementation of the financial restructuring or the termination of the CVA.

 

Further information will be contained in the CVA Proposal which when published, will include an anticipated timetable and will also contain instructions for SEAG creditors on the actions which they will need to take. A further announcement will be provided upon publication of the CVA Proposal.

 

Launch of Consent Solicitations in respect of SFHG issued convertible bonds

 

The Company has today launched Consent Solicitations in respect of the three series of outstanding SFHG issued convertible bonds due 2021, 2022 and 2023. Bondholder meetings for each series of bonds will, pursuant to the terms of the Consent Solicitations, be convened for holders to consider the extraordinary resolutions proposed by the Company. The date for those meetings has not yet been fixed. Each such extraordinary resolution includes the following key proposals:

 

- the restructuring of the convertible bonds as new indebtedness in the form of guaranteed secured loans with a three-year maturity and PIK interest terms. It is proposed that the loans so extended by holders of the convertible bonds due 2021 and 2022 would be restructured into a single loan facility and that the loans so extended by the holders of the convertible bonds due 2023 would be restructured into a separate loan facility, each with a new Luxembourg incorporated entity as the borrower. The 2021/2022 and the 2023 loan facilities will rank pari passu at borrower level;

 

- These loan facilities will benefit from deferred contingent payment instruments from in the case of the 2021/2022 loan facility, the Company and Steinhoff International Holdings Pty Ltd and in the case of the 2023 loan facility, the Company, reflecting the guarantor structure in relation to each existing series of convertible bonds;

 

- the new restructured indebtedness will take the form of private loan facilities and the convertible feature of the existing convertible bonds will be removed; and

 

- to facilitate completion of the financial restructuring, an interim moratorium will, subject to approval of SFHG's creditors of the Consent Solicitations, come into force from the date of such approval and will have the effect that SFHG's creditors will be prohibited from taking certain enforcement action against SFHG or the Company from such date until the implementation of the financial restructuring or the termination of the Consent Solicitations.

 

It is expected that detailed supporting documents for the Consent Solicitations will be provided to bondholders in due course to assist bondholders in considering the extraordinary resolutions. A further announcement will be provided once such long form documents have been circulated.

 

A requirement in respect of each of the CVA and Consent Solicitations processes is that completion of both exercises will be inter-conditional with each other.

 

Update on SUSHI Scheme

 

The Company refers to its announcement of 13 November (the "13 November Announcement") in respect of the SUSHI Scheme (as defined in the 13 November Announcement) having been sanctioned by the High Court of Justice in England and Wales. The Scheme Sanction Order was recognised in proceedings under chapter 15 of title 11 of the United States Code by the United States Bankruptcy Court for the District of Delaware on 13 November 2018. The Scheme Sanction Order (as defined in the 13 November Announcement) was lodged with the Registrar of Companies (within the meaning of the Companies Act 2006, as amended) on 16 November 2018, and the SUSHI Scheme was implemented in accordance with its terms.

 

Extension of LUA

 

The SUSHI Scheme having become effective and the CVA Proposal and Consent Solicitations processes having been initiated, the LUA is extended to 20 February 2019.

 

The Group restructuring otherwise continues in accordance with the terms of the LUA and the Company will continue to provide updates as appropriate.

 

Shareholders and other investors in the Company are advised to exercise caution when dealing in the securities of the Group.

 

Stellenbosch, 19 November 2018

 

 

[leo]

I've gone deep for tomo

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[DayTraderDad]

Just checking the price....think one must be in before close of business.

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Yes I agree bigger volumes today so something is coming.

[Tom]

In the following news:

https://www.biznews....nhoff-names-ceo

 

It says:

report into the company’s finances by auditors at PwC, which may be released (( as early as this month. )) 

Edited by Tom, 19 November 2018 - 03:58 PM.

[leo]

MF comes out of bankruptcy today and tomorrow announcement of the restructuring.

Just checking the price....think one must be in before close of business.

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[DayTraderDad]

Anyone's guess when all the agreements will be finalised?

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MF comes out of bankruptcy today and tomorrow announcement of the restructuring.

[leo]

Anyone's guess when all the agreements will be finalised?

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[Tom]

https://www.moneyweb...-permanent-ceo/

 

I think Danie is leaving because his name was lately on the news, it will not be good for Steinhoff that he stays as CEO of Steinhoff that the media is hammering hard on him, and will probably keep doing so.

[leo]

183

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[Lionelza1]

The more "decent" climb is taking place.... Now for it to stay on that steady up till close

[DayTraderDad]

For once a nailed it. Sold at the top...waiting to buy in again

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Well done so what is your entry price?

[DayTraderDad]

Yea think a big run up will come when us opens...

Well done Leo

Yes going to run when the us shorter's get margin calls when they wake up. Haha

[Lionelza1]

Yea think a big run up will come when us opens...

Well done Leo

[Ram85]

SNH SHFF 201811190043A
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.

[DayTraderDad]

Jussis this thing bouncing like a golf ball

Yes its the pain of the shorter's. Expect another run up soon.

[Lionelza1]

Jussis this thing bouncing like a golf ball

[leo]

For once a nailed it. Sold at the top...waiting to buy in again

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[DayTraderDad]

Yea big time.... Question is do we sell today or wait for Wed?

Haha well I not going to sell a single share good news coming soon.

[Lionelza1]

Yea big time.... Question is do we sell today or wait for Wed?