STEINHOFF INTERNATIONAL HOLDINGS N.V. SETTLES THE FORMER TEKKIE TOWN OWNER CLAIMANTS' CLAIMS
Steinhoff International Holdings N.V. ("SIHNV" or the "Company", together with its subsidiaries, "Steinhoff" or the "Steinhoff Group") and the former South African holding company of the Steinhoff Group, Steinhoff International Holdings Proprietary Limited ("SIHPL"), provide the following update on Steinhoff's settlement of ongoing and pending litigation proceedings.
Settlement with the Former Tekkie Town Owner Claimants
Steinhoff refers to SIHNV's composition plan approved by SIHNV's creditors and confirmed by the Amsterdam District Court in September 2021 (which confirmation became final and binding on 2 October 2021) and SIHPL's section 155 proposal, originally published on 19 January 2021, (as amended on 16 February, 23 March, and 11 August 2021, the "S155 Proposal") approved by the SIHPL scheme creditors on 6th and 10th September 2021 pursuant to which Steinhoff seeks to settle the various legal disputes and claims arising from Steinhoff's legacy accounting issues announced in December 2017.
As set out in the SIHNV composition plan, certain former owners of the Tekkie Town business instituted claims against SIHNV (together the "Former Tekkie Town Owner Claimants"). Despite only alleging claims against SIHNV, one of those claimants, AJVH Holdings Proprietary Limited ("AJVH"), and a related party, Sport City Trust, have attempted to oppose the application for the sanction of the S155 Proposal by arguing that they have SIHPL Market Purchase Claims (the "Sanction Application").
In addition to their original claims, the Former Tekkie Town Owner Claimants also instituted liquidation proceedings (the "Liquidation Application") against SIHNV on 12 May 2021 and others have intervened in support of and opposition to those proceedings. While no decision has yet been taken by the court on the ultimate merits of the case, as disclosed in Steinhoff's announcement of 28 October 2021, the South African Court has granted Steinhoff and its financial creditors, inter alia, leave to appeal to the South African Supreme Court of Appeal against a preliminary jurisdiction decision, and ordered the postponement of the Liquidation Application pending the outcome of that appeal.
The actions and applications by the Former Tekkie Town Owner Claimants have been supported, at various stages, by Jan Lamprecht, who has opposed the Sanction Application (based on claims in his own name, as well as on behalf of Andreas Neser), joined the Liquidation Application and instituted proceedings against Steinhoff's former auditors.
On 15 December 2021, Steinhoff and the Former Tekkie Town Owner Claimants (including Mr Lamprecht and the associated parties who have joined or supported their Liquidation Application and opposed the Sanction Application) have agreed that the Former Tekkie Town Owner Claimants will (i) subject to the conditions of the agreement becoming satisfied, support, and withdraw their opposition to, the S155 Proposal and (ii) withdraw the Liquidation Application (and their opposition to the appeal pending before the South African Supreme Court of Appeal), subject to implementation of the Steinhoff global settlement ("Settlement Effective Date").
The key commercial terms of the settlement will take effect from and subject to the Settlement Effective Date, and are as follows:
(a) SAHPL will pay the Former Tekkie Town Owner Claimants ZAR500 million in aggregate, and will procure the delivery to the Former Tekkie Town Owner Claimants of 29.5 million Pepkor Holdings Limited ("PPH") shares subject to a lock-up of 180 calendar days following transfer, in order to acquire control of all Steinhoff-related claims alleged by the Former Tekkie Town Owner Claimants and their related parties; and
(b) the Former Tekkie Town Owner Claimants will accordingly transfer control of all their Steinhoff-related claims to SAHPL, so that the claims between them, Steinhoff, PPH, directors and officers and auditors (including the Liquidation Application) can be settled and withdrawn on terms that enable SAHPL and Steinhoff to benefit from the compensation allocated to the Former Tekkie Town Owner Claimants under the SIHNV composition plan.
Financial creditor approval of the proposed terms is a condition to the Tekkie Town settlement and will be sought as soon as possible. The settlement will have no adverse impact on the recoveries of other scheme creditors under the SIHNV composition plan or the SIHPL S155 proposal.
Mr Louis du Preez, Chief Executive Officer and Management Board Member, said:
"Settlement with the Tekkie Town Applicants is another positive step towards conclusion of implementation of the Steinhoff global settlement. We continue to work towards the sanction of the SIHPL S155 Proposal by the Western Cape Court in January 2022."
Mr Braam Van Huyssteen, on behalf of the Former Tekkie Town Owner Claimants, said:
"We are pleased to have reached terms with Steinhoff which will come into effect from the Settlement Effective Date of the Steinhoff global settlement proposal. We will be supporting Steinhoff to implement the settlement as soon as possible. We are satisfied with becoming a shareholder of Pepkor, and we are looking forward to concentrating on our businesses."
Further Information
Further updates will be provided as and when appropriate.
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