Steinhoff International’s Restructuring Plan Triumphs with Creditor Approval, Shareholder Divide Persists

• Steinhoff International’s Dutch law restructuring plan (WHOA Restructuring Plan) receives overwhelming approval from the Class of Affected CPU Creditors and Class of Secured Intra-Group Creditors.
• Shareholders remain divided as only 10.38% of the Class of SIHNV Shareholders vote in favor of the plan, falling short of the required two-thirds majority.
• Steinhoff International will consider requesting Court confirmation of the plan while assessing the implications of the voting results, as a shareholder petition seeks the Court’s appointment of a restructuring expert.

In a significant development for Steinhoff International Holdings N.V. (SNH: SNH), the company’s Dutch law restructuring plan (WHOA Restructuring Plan) has garnered resounding approval from the majority of its creditors. While this marks a significant step towards Steinhoff’s recovery, the plan faces hurdles as shareholders remain divided on its implementation.

The Class of Affected CPU Creditors, a vital group of stakeholders, unanimously voted in favor of the WHOA Restructuring Plan. With a total of EUR 7,187,879,903.05 in guarantee commitments, representing 100% of the class members’ votes, their overwhelming support reflects confidence in Steinhoff’s proposed strategy to restructure its operations.

Similarly, the Class of Secured Intra-Group Creditors, comprising internal creditors of Steinhoff, expressed unanimous approval for the plan. All members of this class, including Steinhoff Africa Holdings Proprietary Limited and Steenbok Newco 2A Limited, cast their votes in favor of the WHOA Restructuring Plan, accounting for more than two-thirds of the total claims.

Ibex Retail Investments Limited, the sole Unsecured Intra-Group Creditor, also signaled support for the plan by casting a vote in favor of the restructuring. The unanimous endorsement from the Class of Unsecured Intra-Group Creditor further solidifies the foundation for Steinhoff’s recovery efforts.

However, the Class of SIHNV Shareholders delivered a divided outcome. Only 10.38% of the class members voted in favor of the WHOA Restructuring Plan, falling short of the two-thirds majority required for approval. While shares in favor amounted to EUR 1,761,239.03, shares against the plan reached EUR 15,213,859.91. This schism within the shareholder community could present challenges to the successful implementation of the restructuring plan.

The approval from three out of the four classes paves the way for Steinhoff International Holdings N.V. to evaluate its options and decide whether to request Court confirmation of the WHOA Restructuring Plan, despite the shareholder dissent. The company will carefully analyze the implications of the voting results before proceeding.

In parallel, a petition filed by SdK Schutzgemeinschaft der Kapitalanleger e.V., a shareholder, seeks the Court’s appointment of a restructuring expert. The Court hearing for this petition is scheduled for 1 June 2023. While the petition does not directly impact the voting results, it underscores shareholder concerns and potential legal obstacles that may lie ahead.

Steinhoff International Holdings N.V. will publish a Voting Report, providing comprehensive details of the voting results, on their official website (www.steinhoffinternational.com) no later than 31 May 2023.

As the company traverses this critical phase of its recovery, stakeholders can expect further updates and information on the website to stay abreast of the latest developments.

Steinhoff International Holdings N.V. retains its primary listing on the Frankfurt Stock Exchange, with a secondary listing on the JSE Limited. PSG Capital serves as the JSE Sponsor for the company.