Steinhoff’s Bold Pivot: Revamp, Ownership Shift, and Dissolution Initiated

  • Steinhoff completes WHOA Restructuring Plan, transferring assets and liabilities to Steinhoff Topco B.V., redefining its structure.
  • Shareholding transformation as Dutch Trust Foundations gain 50%+1 ownership stake, with 8.5 billion total voting rights.
  • Company enters dissolution phase after shareholders' vote, designates Steinhoff Topco B.V. as custodian; CVR Record Date set.

In a significant turn of events, Steinhoff International Holdings N.V. (in liquidatie) has reached a pivotal milestone by successfully implementing the Wet Homologatie Onderhands Akkoord (WHOA) Restructuring Plan. This announcement comes as part of the company’s quarterly update for the three months ended June 30, 2023, revealing substantial shifts in its ownership structure and the initiation of its dissolution process.

WHOA Restructuring Plan Approval

Steinhoff NV had filed a request with the District Court of Amsterdam on May 31, 2023, seeking approval for its restructuring plan under the Wet Homologatie Onderhands Akkoord (WHOA). After a pivotal hearing on June 15, 2023, the court confirmed the plan on June 21, 2023. This legal confirmation paved the way for the company and its subsidiaries to undertake the implementation of the plan on June 29 and 30, 2023.

At the heart of the implementation process was the transfer of a substantial portion of Steinhoff NV’s assets and liabilities to a new entity, Steinhoff Topco B.V. (STBV). The transfer was executed by transferring all the shares held by Steinhoff NV in STBV to independently managed Dutch foundations. This strategic move led to the divestiture of Steinhoff NV’s entire interest in STBV, accompanied by the resolution of specified claims, as defined in the WHOA Restructuring Plan.

Shift in Ownership Structure

On June 30, 2023, Steinhoff NV issued ordinary unlisted shares to Dutch Trust Foundations, marking a significant change in the company’s ownership dynamics. This issuance represented more than 50% of the total voting rights in the capital of Steinhoff NV, providing these foundations with a substantial stake in the company’s ownership. The issuance amounted to a staggering 4,269,609,052 shares, leading to an increase in the total voting rights to a notable 8,539,218,103 ordinary shares.

Commencement of Dissolution Process

Taking the restructuring initiative even further, on July 26, 2023, an extraordinary general meeting of shareholders was convened. At this meeting, shareholders overwhelmingly voted in favor of resolutions to dissolve Steinhoff NV. The company then designated Steinhoff Topco B.V. as the custodian entrusted with the responsibility of managing the company’s essential assets, including books, records, and other crucial data carriers. With the dissolution process set in motion, the Final Accounting for Steinhoff NV was diligently prepared and made accessible to the public via the company’s official website.

Contingent Value Rights (CVR) Update

In a move to engage with shareholders more comprehensively, Steinhoff NV and STBV jointly communicated a significant update concerning the Contingent Value Rights (CVR). These rights offer shareholders the opportunity to participate in the company’s future successes and growth. As part of this update, the companies announced that the CVR Record Date for shareholders was set for Thursday, August 31, 2023.

Shareholders were provided with a convenient online portal, www.snh-cvr-registration.com, to facilitate the registration process for CVRs. Starting from September 1, 2023, shareholders have the opportunity to register for CVRs until March 1, 2024. This step not only ensures that shareholders can actively participate in the company’s evolution but also underlines Steinhoff NV’s commitment to transparency and inclusivity.

Forward-Looking Statements and Disclaimers

While these developments signal a transformative phase for Steinhoff NV, it is essential to note that the financial information shared within this quarterly update remains unaudited. Steinhoff NV’s liquidators have emphasized that the update is based on the information available at the time of the announcement. It is further acknowledged that forward-looking statements are inherently subject to risks and uncertainties, and the company’s liquidators will adhere to their statutory disclosure obligations.

Looking Ahead

With the successful implementation of the WHOA Restructuring Plan, the change in ownership structure, and the initiation of the dissolution process, Steinhoff International Holdings N.V. is undoubtedly on a path of transformation. The company’s strategic decisions are indicative of its commitment to addressing challenges, strengthening its foundations, and fostering growth opportunities. As developments continue to unfold, stakeholders and shareholders alike are encouraged to stay informed through the official company website, www.steinhoffinternational.com.

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