EQS-Adhoc: Steinhoff International Holdings N.V. : CVRs FOR SHAREHOLDERS UNDER THE WHOA RESTRUCTURING PLAN

DISCLOSURE OF INSIDE INFORMATION PURSUANT TO ART. 17 OF THE EU MARKET ABUSE REGULATION (EU 596/2014, MAR)

STEINHOFF INTERNATIONAL HOLDINGS N.V. – CVRs FOR SHAREHOLDERS UNDER THE WHOA RESTRUCTURING PLAN

Steinhoff International Holdings N.V. is referred to as “SIHNV” or the “Company” and with its subsidiaries, “Steinhoff” or the “Group”. Further to its announcement of 28 March 2023, SIHNV hereby announces the following update on its Dutch law restructuring plan (akkoord) (“WHOA Restructuring Plan”).

After the publication of the draft version of the WHOA Restructuring Plan on 29 March 2023, a consultation period commenced during which affected stakeholders were able to submit their views on the draft WHOA Restructuring Plan to the Company. This consultation period closed on 17 April 2023 at 18:00 CET. The Company engaged with stakeholders during the consultation period and has considered views that were submitted to the Company in respect of the WHOA Restructuring Plan.

The Company also shared the views submitted to it during the consultation period, and the Company’s responses thereto, with the court-appointed observers, Mr W. Meijer and Mr F. Verhoeven.

Certain views submitted to the Company by some shareholders would require material changes to the draft WHOA Restructuring Plan that the Company could only introduce with the consent from its financial creditors. Accordingly, the Company engaged with several of the largest financial creditors regarding certain matters raised by shareholders in respect of the draft WHOA Restructuring Plan during the consultation period. 

Following this engagement, these financial creditors indicated that a material variation of the WHOA Restructuring Plan would not be acceptable to them. However, they have indicated that (whilst reserving their rights generally) they would be supportive of the WHOA Restructuring Plan if the Company were to include contractual contingent value rights (“CVRs”) to be allocated to SIHNV’s shareholders as part of, and upon confirmation of, the WHOA Restructuring Plan.

A condition to this support is that the CVRs to be allocated under the WHOA Restructuring Plan to SIHNV’s creditors (“Creditor CVRs”) and shareholders (“Shareholder CVRs”) constitute the same instrument and are subject to the same terms and conditions, save that the Creditor CVRs will entitle their holders to 80% of the aggregate economic interest in the post-closing equity of New Topco and, indirectly, its interest in the restructured Group, whilst the Shareholder CVRs will in aggregate entitle their holders to 20% of such interest.

After due and careful consideration of the circumstances and the interests of the Company, the Group and its stakeholders (including the shareholders), the Company has now decided to include CVRs for the benefit of its  shareholders as part of the WHOA Restructuring Plan.

Further details on the Shareholder CVRs will be made available in the updated WHOA Restructuring Plan that will be published in due course on www.steinhoffinternational.com. 

The Company has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the JSE Limited.

Stellenbosch

25 April 2023

Contact:

Steinhoff International Holdings N.V.

Investor Relations

Phone: +27 21 808 0700

E-mail: investors@steinhoffinternational.com

1615817  25-Apr-2023 CET/CEST