Steinhoff International Holdings N.V. (the "Company" and
with its subsidiaries, the "Group").
The Company refers to its announcements of 19 November 2018 (the
"19 November Announcements") in respect of the issue of a
company voluntary arrangement in relation to Steinhoff Europe AG
("SEAG") (the "SEAG CVA Proposal") and a consent
solicitation process by the Company in respect of convertible bonds
issued by Steinhoff Finance Holding GmbH ("SFHG"), (the
"Consent Solicitations").
Further to the 19 November Announcements, the Company is pleased
to provide an update on the restructuring of the Group's financial
indebtedness and, in particular, to provide an update on the issue
of the SEAG CVA Proposal and announce the issue of the SFHG CVA
Proposal (following the withdrawal of the Consent Solicitations as
detailed below).
These 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.
Withdrawal of Consent Solicitations in favour of a company
voluntary arrangement of SFHG
The Company has terminated the Consent Solicitations and
withdrawn the extraordinary resolutions in respect of the three
series of outstanding SFHG issued convertible bonds due 2021, 2022
and 2023 (the "Convertible Bonds"), as it has determined
that the restructuring of the Convertible Bonds will be more
effectively achieved by way of a company voluntary arrangement of
SFHG under Part 1 of the Insolvency Act 1986 (the "SFHG CVA
Proposal").
The SFHG CVA Proposal has been made to Alan Bloom, Alan Hudson
and Simon Edel of Ernst & Young, who have consented to act as
nominees for both the SFHG CVA Proposal and the SEAG CVA Proposal
(the "Nominees").
Issue of the SEAG CVA Proposal and the SFHG CVA
Proposal
The Company understands that the Nominees have reviewed and
considered the SEAG CVA Proposal and SFHG CVA Proposal (together
the "Proposals") and today issued a report to the High Court
of England and Wales in respect of each of the Proposals.
The Nominees' reports having been filed at the High Court, today
the SEAG CVA Proposal is being published to all creditors of SEAG
and the SFHG CVA Proposal is being published to all creditors of
SFHG. Creditors of SEAG and SFHG will now have a period of time to
review and consider the SEAG CVA Proposal and the SFHG CVA Proposal
respectively, before voting at the creditors' meetings to be held
on 14 December 2018.
A requirement in respect of each of the SEAG CVA Proposal and
SFHG CVA Proposal is that completion of both company voluntary
arrangements will be inter-conditional with each other.
Key aspects of the SEAG CVA Proposal:
The SEAG 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 restructured by way of a new term loan facility to be issued by
a newly incorporated Luxembourg company which shall sit as an
indirect subsidiary of SEAG (the "New SEAG Luxco Debt"). The
New SEAG Luxco Debt shall accrue PIK interest which shall
capitalize on a semi-annual basis and the facility shall mature on
31 December 2021;
- 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 SEAG 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 is contained in the SEAG CVA Proposal which
includes an anticipated timetable and instructions for SEAG
creditors on the actions which they will need to take. The SEAG CVA
proposal, together with certain supporting documentation, can be
downloaded free of charge at www.lucid-is.com/steinhoff.
Key aspects of the SFHG CVA Proposal
The SFHG CVA Proposal includes the following key aspects:
- the restructuring of the Convertible Bonds
as indebtedness in the form of guaranteed secured loans to mature
on 31 December 2021 and which shall accrue PIK interest which shall
capitalize on a semi-annual basis. 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
either a guarantee or 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 SFHG CVA Proposal, 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 SFHG CVA
Proposal.
Further information is contained in the SFHG CVA Proposal which
includes an anticipated timetable and instructions for SFHG
creditors on the actions which they will need to take. The SFHG CVA
proposal, together with certain supporting documentation, can be
downloaded free of charge at www.lucid-is.com/steinhoff.
Shareholders and other investors in the Company are advised to
exercise caution when dealing in the securities of the Group.
Stellenbosch, 30 November 2018
Language: English Company: Steinhoff International Holdings
N.V.
Herengracht 466
1017 CA Amsterdam Netherlands Phone: +27218080700 Fax: +27218080800
E-mail:
investors@steinhoffinternational.com
Internet:
www.steinhoffinternational.com
ISIN: NL0011375019 WKN: A14XB9 Indices: SDAX Listed: Regulated
Market in Frankfurt (Prime Standard); Regulated Unofficial Market
in Berlin, Dusseldorf, Hamburg, Hanover, Munich, Stuttgart,
Tradegate Exchange
View source
version on businesswire.com: https://www.businesswire.com/news/home/20181130005326/en/
Steinhoff International Holdings N.V.Tyrrel MurrayTel:
+27218080770tyrrel.murray@steinhoff.co.za
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