Frequently Asked Questions

Section 1: Settlement Frequently Asked Questions

Section 2: Steinhoff Allocation Plan Frequently Asked Questions


Settlement Frequently Asked Questions

These Settlement Frequently Asked Questions have been published as guidance for claimants only and should be read in conjunction with the Dutch SoP Scheme Proposal and S155 Scheme Proposal, as applicable. If there is an inconsistency between these Settlement Frequently Asked Questions and the Dutch SoP Scheme Proposal and/or S155 Scheme Proposal, the provisions of the Dutch SoP Scheme Proposal and S155 Scheme Proposal will prevail.

Please note that the answers do not constitute legal advice. Please consider the terms of the Dutch SoP Scheme Proposal and S155 Scheme Proposal carefully to make sure you understand your position. The Dutch SoP Scheme Proposal and S155 Scheme Proposal are complex documents and claimants should obtain independent legal, financial and tax advice in relation to the proposals and the claim administration. None of the Steinhoff entities nor their advisers are providing any advice to the claimants or any other party.

Part 1 – The proposed settlement

1. What is the proposed settlement?

  • On 27 July 2020, SIHNV (together with its subsidiaries, the “Steinhoff Group”) released a detailed update on its efforts to resolve the ongoing complex legal claims and litigation proceedings, including details of a proposed global settlement in respect of certain of these claims (“July Announcement”).
  • The Steinhoff Group has formulated proposed settlement amounts for various claimant groups in light of the characteristics of, and risks associated with, their claims, the Steinhoff Group’s ability to continue trading and to maximise the asset values available to it, and the likely outcomes for participating claimants if the Steinhoff Group was unable to do so and liquidation ensued.
  • The proposed global settlement terms also take into account the adverse impact of the COVID-19 pandemic on the value of the Steinhoff Group’s underlying businesses and the effect of currency movements. The global settlement proposal is made on the basis that it does not represent an admission of any liability in respect of any of the various claims made against any member of the Steinhoff Group or any directors, officers, employees or advisors, past or present. The terms of the proposed global settlement were attached to the July Announcement and updated in October 2020 (“October Settlement Term Sheet”).
  • For the purposes of these Settlement Frequently Asked Questions, “Steinhoff Shares” comprise:
    • common stock shares in SIHNV with ISIN NL0011375019; and
    • common stock shares in SIHPL with ISIN ZAE000016176.

2. What happens next and how does the settlement process work?

  • As part of the implementation of the Steinhoff Group global settlement, the board of SIHNV has resolved to commence a Dutch “suspension of payments” procedure (“Dutch SoP”) and, in parallel, the board of SIHPL has resolved to commence a statutory compromise process under South African law (“S155 Scheme”). The Dutch SoP relates only to SIHNV and the S155 Scheme relates only to SIHPL. These processes do not directly affect any of the other entities in the Steinhoff Group nor any of its operating businesses.
  • SIHNV’s proposed composition plan as submitted in the Dutch SoP (“Dutch SoP Scheme Proposal”) and SIHPL’s proposed plan under the S155 Scheme (“S155 Scheme Proposal”) (together the “Schemes”) are inter-conditional in that each needs to succeed for the global settlement to be implemented. Their respective terms are available at www.steinhoffsettlement.com/case-documents.aspx.
  • Implementation of the Steinhoff global settlement requires the requisite support of claimants and creditors. The implementation process is expected to take several months to approve and complete.
  • Steinhoff has appointed Computershare as claims administrator (the “Claims Administrator”) to assist with the administration of claims for the purpose of the Dutch SoP/S155 Scheme creditors’ meetings and, following approval of the Schemes, to assist Steinhoff Recovery Foundation (“SRF”) with the further administration of claims and the settlement and payment process.
  • Shareholders who held Steinhoff Shares  at 5 December 2017 and any other claimants are advised to seek independent legal and financial advice in respect of the Steinhoff settlement proposal and the Schemes.

3. What should I do to take part in the proposed global settlement?

  • If you are an eligible claimant (as initially determined by the Claims Administrator), you will be given an opportunity to vote in the Dutch SoP (unless the District Court of Amsterdam appoints a committee of representatives) and/or the S155 Scheme creditors’ meetings (as applicable).
  • Eligible claimants who want to use their voting rights in the Dutch SoP and the S155 Scheme must file their claims against SIHNV and SIHPL before the respective voting deadlines (announced at www.steinhoffsettlement.com/important-dates-deadlines.aspx). If you do not wish to participate in the respective voting meetings, but do wish to receive compensation, you should in any event file your claim before the Bar Date. You can file your claims here: link.
  • The manner in which individual claimants vote at the voting hearings (in favour, against or abstain) does not have an impact on the eligibility to receive a payment in the context of the Dutch SoP or S155 Scheme. However, eligible claimants will only receive a payment if the implementation process is completed successfully, which means that the Dutch SoP and S155 Scheme should be approved by the creditors and confirmed by the relevant courts.
  • Separately, eligible claimants may also receive a payment from the funds made available by Deloitte and the D&O Insurers. To receive such payment, eligible claimants must agree to the terms of the offers from Deloitte and the D&O Insurers by selecting the appropriate option on the claim form. For more information: www.steinhoffsettlement.com/settlements-deloitte-and-do.aspx. Eligible claimants will only receive payment from the funds made available by Deloitte and the D&O Insurers if the Dutch SoP and S155 Scheme are approved by the creditors and confirmed by the relevant courts.
  • Hence, it is important that eligible claimants that support the proposed global settlement timely submit their claims in order to use their voting rights to vote in favour of the settlement.

SIHNV Dutch SoP Claims

  • SIHNV claimants may access a copy of the Dutch SoP Scheme Proposal at www.steinhoffsettlement.com/case-documents.aspx.
  • Unless the District Court of Amsterdam appoints a committee of representatives, a creditor in the Dutch SoP Scheme who wishes to attend and vote at the SoP voting hearing  will need to provide the SoP administrator (c/o the Claims Administrator) on or before 15 June 2021 with the necessary supporting documentation evidencing their status as a Dutch SoP Scheme claimant and provide evidence of the value of their claim.
  • The SoP administrators are considering a request to the District Court of Amsterdam for the appointment of a committee of representatives. If appointed, the committee of representatives, instead of individual Dutch SoP Scheme creditors, will vote on the Dutch SoP Scheme Proposal.
  • SIHNV claimants will be able to submit their claims, in due course, by completing the relevant claim form on www.steinhoffsettlement.com (further details in this regard are contained in the Dutch SoP Scheme Proposal).
  • The SoP voting hearing will be held on 30 June 2021 at 10.00 am (CET) at the District Court of Amsterdam, located at Parnassusweg 280 in Amsterdam, The Netherlands. Details about how to attend the SoP voting hearing will be published in due course on www.steinhoffsettlement.com.

SIHPL S155 Scheme Claims

  • SIHPL claimants may access a copy of the S155 Scheme Proposal in the manner set out in the notice of availability of the S155 Scheme Proposal (available on www.steinhoffsettlement.com/case-documents.aspx).
  • A SIHPL claimant who wishes to attend and vote at the S155 Scheme meeting will need to provide the Claims Administrator with the necessary supporting documentation, prior to the voting deadline, evidencing their status as an eligible S155 Scheme claimant and provide evidence of the value of their claim.
  • SIHPL claimants will be able to submit their claims, in due course, by completing the relevant claim form on www.steinhoffsettlement.com (further details in this regard are contained in the S155 Scheme Proposal).
Claimants are encouraged to keep up to date with key dates and steps required for both the Dutch SoP Scheme Proposal and the S155 Scheme Proposal by regularly referring to www.steinhoffsettlement.com/important-dates-deadlines.aspx. In any event, you cannot submit a claim after the Bar Date (as defined within the Schemes and as will be communicated by SIHNV and SIHPL), following which you cannot submit a claim. The Bar Date will be the date falling three months after the later of the Dutch SoP Scheme Proposal and S155 Scheme Proposal become effective according to their terms.

4. How long will the proposed process take?

  • The full duration of the settlement implementation process, once launched, is estimated to be between 6 and 12 months. SIHNV and SIHPL intend to implement the proposed settlement with the objective of distributing the settlement consideration in respect of the undisputed claims during Q3 of the 2021 calendar year. If it is determined that any amounts should be paid pursuant to disputed claims, these subsequent settlement distributions will be made as soon as reasonably practicable.
  • SIHNV and SIHPL will provide updates on the progress generally, including key dates and steps required for both the Dutch SoP Scheme Proposal and the S155 Scheme Proposal, via the settlement website (www.steinhoffsettlement.com). Claimants are encouraged to regularly refer to this website for updates and key information.

5. What will happen to the SIHNV shares during the Dutch SoP and S155 Scheme?

The likelihood is that neither a Dutch SoP nor a S155 Scheme should impact the trading of SIHNV shares and trading of the shares should not be suspended during the processes. This is, however,subject to the relevant regulators or the SIHNV board taking a different view at the time.

6. What level of claimant support is needed for the settlement to become effective?

  • The level of claimant support required for the approval of the Dutch SoP Scheme Proposal is a simple majority of attending ordinary insolvency creditors representing at least 50% of the total value of claims against SIHNV. The level of claimant support required for the approval of the S155 Scheme Proposal is a majority in number, representing at least 75% by value, of creditors present and voting in each class of creditors of SIHPL.
  • If a committee of representatives is appointed in the Dutch SoP, the committee of representatives, instead of individual Dutch SoP Scheme creditors, will vote on the Dutch SoP Scheme Proposal. In that event, the Dutch SoP Scheme Proposal is adopted if it is approved by a qualified majority of at least 75% of attending members of the committee of representatives.

7. What happens if you fail to secure a settlement of the litigation?

  • If SIHNV and SIHPL are unsuccessful in securing a settlement of the outstanding litigation then the various litigation processes will simply continue. 
  • In the event that the proposed global settlement does not receive sufficient support required to launch an implementation, Steinhoff will revisit available alternative options open to it at that time.
  • Steinhoff urges all claimants to take this opportunity to conclude a settlement on the proposed terms by supporting the proposed Schemes, which will allow Steinhoff to continue operations and preserve value for all stakeholders, including the employees of the Steinhoff Group’s underlying businesses.

8. Is liquidation the alternative to the proposed settlement and are jobs at risk?

  • If SIHNV and SIHPL are unsuccessful in securing a settlement of the outstanding litigation then further progress of Steinhoff’s restructuring could be in doubt.
  • At that point, Steinhoff would consider all options open to it, having regard to the interests of all stakeholders and the respective fiduciary duties of the Supervisory Board and Management Board of SIHNV, the board of SIHPL and the boards of SIHNV’s subsidiaries.
  • Steinhoff’s firm position remains that liquidation would be a bad outcome for all stakeholders and would materially impair the value of assets available for distribution and likely diminish the amount of the claimants’ recoveries relative to the settlement. This is why Steinhoff is urging all claimants to take this opportunity to agree a settlement by supporting the proposed Schemes.

9. You refer to “all stakeholders” – which stakeholders are you considering?

  • Reference to “all stakeholders” means:
    • current ordinary and preference shareholders;
    • financial creditors;
    • employees of Steinhoff’s underlying businesses;
    • customers;
    • suppliers and landlords;
    • various government related entities, including regulators; and
    • the claimants.

10. What are the different groups of claimants?

  • There are two groups of (litigation) claimants that fall under the Steinhoff Group Settlement: contractual claimants and “Market Purchase Claimants” ("MPCs").
  • Contractual claimants are claimants who hold claims against Steinhoff which:
    • relate to the alleged accounting irregularities; and
    • arise as a result of a contractual arrangement entered into with SIHPL between 1 March 2009 and 7 December 2015 or SIHNV between 7 December 2015 and 5 December 2017 , whereby SIHPL or SIHNV shares were purchased or SIHPL or SIHNV shares were issued or exchanged as consideration for the contribution of that contractual claimant's business or assets.
  • MPCs are claimants who have an “MPC Relevant Claim”. An MPC Relevant Claim is a claim against SIHPL and/or SIHNV relating to alleged accounting irregularities and arising as a result of purchasing or acquiring Steinhoff Shares. In summary, a Market Purchase Claimant is someone who:
    • acquired SIHPL shares listed on the Johannesburg Stock Exchange (“JSE”) between open of business on 2 March 2009 and close of business on 6 December 2015; and/or
    • acquired SIHNV shares listed on the JSE or the Frankfurt Stock Exchange (“FSE”) between close of business on 6 December 2015 and close of business on 5 December 2017; and/or
    • were not the original purchaser of the relevant shares, but had these transferred to them, for example because of a gift or inheritance; and in each case, continued to hold at least some of those shares (or, in the case of SIHPL shares, SIHNV shares received in exchange for them) at close of business on 5 December 2017.

11.  What indications of support for the proposed global settlement have you had?

  • Steinhoff believes the terms of the proposed settlement are fair and realistic in the circumstances and urges claimants to take this opportunity to agree a settlement.
  • Vereniging van Effectenbezitters (“VEB”) has issued a support statement and withdrawn its collective (class) action in the Netherlands and recommended the proposal.
  • Steinhoff has also received letters of support for the proposed settlement from various representatives of MPCs as well as contractual claimants. Reference is made to, among others, the press release dated 31 March (www.steinhoffsettlement.com/updates-and-press-releases.aspx).
  • Steinhoff will provide a subsequent update in relation to support levels, as and when appropriate.

12. What approvals do you require?

  • In order for the proposed global settlement to proceed, approval is required from sufficient claimants to approve the Schemes.
  • A consent request of was launched on 9 October 2020 to obtain the formal support of the financial creditors for the terms and proposed implementation of the settlement (the “October Consent Request”).
    • During November 2020 the Company announced that it had received overwhelming support from the financial creditors and that, in particular, that the Steinhoff Group had obtained the requisite consent from its creditors in respect of all relevant financial instruments, with the exception of the Company’s “SEAG Contingent Payment Undertaking”.
    • As a result, SIHNV then undertook an English law scheme of arrangement to obtain the necessary unanimous approval under the SEAG Contingent Payment Undertaking. The necessary majorities of lenders approved the proposal in the scheme meetings that took place on 15 December 2020 in London and the High Court of England sanctioned the terms of the SIHNV scheme in a judgment released on 5 February 2021. The conditions to the scheme were satisfied on 5 February 2021.
    • In due course, incremental consents will be sought from SIHNV’s financial creditors in connection with further long form documents and other matters relating to the implementation of the Steinhoff settlement in accordance with the terms of the October Consent Request.
  • SIHNV applied to Finsurv for consent to the cross-border payments to be made as part of the proposed settlement and received such approval on 25 November 2020. The approval is valid for 12 months. Further approvals will be sought if and to the extent required in respect of the terms to be submitted under the Schemes.

13. Why didn’t the Board simply liquidate SIHNV and/or SIHPL?

  • A liquidation would not add value. Rather, a liquidation of SIHNV and/or SIHPL, and resulting accelerated sales or liquidation processes in respect of their direct and indirect interests in companies in the Steinhoff Group and substantial costs of liquidation would, in SIHNV’s and SIHPL’s view, materially impair the value of assets available for distribution to their respective stakeholders (including litigants) and would adversely affect the timing and diminish the amount of the claimants’ recoveries in comparison to the proposed settlement.
  • Such processes could also be expected to adversely affect the interests of the Steinhoff Group’s broader stakeholders, including customers and employees.

14. If the proposed settlement is successful, could any further proceedings be brought against Steinhoff in respect of the SIHNV and SIHPL shares?

  • No. If the proposed settlement is successful it will lead to the full and final release of all claims (other than those referred to below) against companies in the Steinhoff Group arising as a result of the alleged accounting irregularities. Due to the nature of the court proceedings being used to give effect to the proposed settlement, this will include the claims of those claimants who did not participate in the proposed settlement.
  • However, not all claims against SIHNV or SIHPL will be compromised under the Schemes. Certain disputed claims against SIHNV will continue to be defended on the basis that any finally adjudicated claim or agreed settlement amount will be subject to the same SIHNV recovery rate payable to MPC and contractual claimants of SIHNV. Similarly, one disputed contractual claim against SIHPL will continue to be defended on the basis that any finally adjudicated claim or agreed settlement amount will be subject to the same recovery rate payable to contractual claimants of SIHPL. Certain other claims against SIHPL that do not qualify as either MPCs or contractual claims will not be subject to the S155 Scheme Proposal at all. SIHPL will continue to dispute such claims, which will be payable in full to the extent that they are ultimately upheld by way of final adjudication or agreed settlement.

15. What are the likely benefits of the proposed settlement?

The boards of SIHNV and SIHPL believe that the proposed global settlement and the proposed implementation processes, through the Schemes, are in the best interests of SIHNV and SIHPL, respectively. In particular, the proposed settlement will:

  • provide participating claimants with certainty of outcome and recovery relative to the cost and uncertainty associated with protracted, expensive and unpredictable court processes in pursuing their claims;
  • provide consistent treatment of recovery to similar claimants to the extent possible;
  • offer a more favourable and more certain recovery on their claims as compared to a liquidation of SIHNV or SIHPL;
  • resolve a very substantial proportion of the material contingent liabilities faced by the Company and SIHPL as a result of the ongoing litigation;
  • include a debt repayment term extension from the Steinhoff Group’s financial creditors under the SIHNV and SIHPL CPUs which will be matched by the intra-group creditors;
  • not affect the rights of current trade creditors;
  • assist the continuing efforts to support the operating businesses in the Steinhoff Group to preserve and realise business value for the Steinhoff Group’s stakeholders and employees;
  • reduce the current burden on the Steinhoff Group of the very material costs spent litigating numerous legal proceedings across multiple jurisdictions; and
  • reduce the proportion of Steinhoff Group management time committed to the supervision and conduct of the various legal proceedings, allowing management to concentrate on the continued improvement of the underlying businesses and development of plans to realise value and de-leverage the Steinhoff Group’s balance sheet.

16. How are Deloitte supporting the Steinhoff Group Settlement?

SIHNV and SIHPL have reached an agreement with the Deloitte Firms pursuant to which the Deloitte Firms will, subject to the fulfilment of certain conditions, support the proposed Steinhoff global settlement proposal.

This means that provided that Steinhoff successfully completes the contemplated Dutch SoP and the S155 Scheme and certain other conditions are fulfilled, the Deloitte Firms will, in exchange for certain waivers and releases make additional compensation available to certain Steinhoff claimants, including the MPC Claimants:

  1. an amount of up to EUR 55.34 million for distribution to the MPC Claimants (the “Deloitte Settlement Fund”); and
  2. an amount of EUR 15 million for distribution to certain contractual claimants.

MPC Claimants or their representatives who in due course wish to apply to receive a part of the Deloitte Settlement Fund must use the same Claim Form as the Claim Form to be used for submitting their claims in the Dutch SoP and the S155 Scheme. The Claim Forms and further relevant information are available on www.steinhoffsettlement.com.

Eligible contractual claimants will receive individual notice from Steinhoff on the manner in which they can apply to receive a share of the amount offered to them

It is important to note that the Deloitte Firms do not in any way admit liability for the losses incurred by Steinhoff and its stakeholders as a result of the accounting irregularities at Steinhoff.

17. How are the D&O Insurers and the D&Os supporting the Steinhoff Group Settlement?

SIHNV and SIHPL have reached an agreement with certain insurance companies underwriting Steinhoff’s (primary and excess) Directors and Officers insurance policy (the “D&O Insurers”) and certain directors and officers who work or have worked for or been associated with a Steinhoff Group company (the “Settling D&Os”), pursuant to which D&O Insurers and Settling D&Os will, subject to the fulfilment of certain conditions, support the proposed Steinhoff global settlement proposal.

This means that provided that Steinhoff successfully completes the contemplated Dutch SoP and the S155 Scheme and certain other conditions are fulfilled, D&O Insurers (on behalf of the Settling D&Os) will, in exchange for certain waivers and releases including for all former directors and officers and other employees who work, or have in any way worked, for or been associated with a current or former Steinhoff group company, make additional compensation available to certain Steinhoff claimants, including the MPC Claimants:

  1. an amount of up to EUR 55.5 million for distribution to the MPC Claimants (the “D&O Insurers Settlement Fund”); and
  2. an amount of EUR 15 million for distribution to certain contractual claimants.

MPC Claimants or their representatives who in due course wish to apply to receive a part of the D&O Insurers Settlement Fund must use the same Claim Form as the Claim Form to be used for submitting their claims in the Dutch SoP and the S155 Scheme. The Claim Forms and further relevant information are available on www.steinhoffsettlement.com.

Eligible contractual claimants will receive individual notice from Steinhoff on the manner in which they can apply to receive a share of the amount offered to them.

It is important to note that D&O Insurers and the Settling D&Os do not in any way admit liability for the losses incurred by Steinhoff and its stakeholders as a result of the accounting irregularities at Steinhoff.

Part 2 – The Implementation Proceedings

1. What are the Dutch SoP and S155 Scheme and who do they apply to?

  • The boards of directors of SIHPL and SIHNV have proposed a global settlement of claims relating to the Events (this is referred to in documents as the “Steinhoff Group Settlement”).
  • The Steinhoff Group Settlement will be given effect to using two inter-conditional court proceedings: (i) proceedings under section 155 of the South African Companies Act 71 of 2008, which will generally be used to give effect to the settlement of claims against SIHPL; and (ii) Dutch suspension of payment proceedings, which will generally be used to give effect to the settlement of claims against SIHNV.
  • The Dutch court opened the Dutch SoP on 15 February 2021.
  • The Dutch SoP relates only to SIHNV and the S155 Scheme relates only to SIHPL. These processes do not directly affect any of the other entities in the Steinhoff Group nor any of its operating businesses.

2. Who is the SoP administrator in the Dutch SoP and what is his role?

  • On 15 February 2021, the Dutch court appointed Mr F. Verhoeven (of the Dutch law firm Houthoff) as SoP administrator (bewindvoerder) and Ms K.M. van Hassel and Ms C.H. Rombouts as supervisory judges (rechters-commissarissen). On 18 February 2021, the Dutch court appointed Mr C.R. Zijderveld of (also of the Dutch law firm Houthoff) as co-SoP administrator (medebewindvoerder).
  • The task of the SoP administrator is to, jointly with SIHNV’s management team, administer SIHNV’s affairs. The SoP administrator will fulfil its task through, among other things, periodically reporting on the state of SIHNV’s estate, reporting on the state of the Dutch SoP Scheme Proposal and advising SIHNV’s management team on how to conduct its affairs. 

3. What will happen if only one of the proceedings is successful?

  • The Dutch SoP and S155 Scheme are inter-conditional; both have to be approved by the relevant courts in order for the Steinhoff Group Settlement to succeed.

4. What is the Dutch SoP Scheme Proposal and who does it apply to?

  • The Dutch SoP Scheme Proposal is the document which sets out the terms of the Steinhoff Group Settlement to be approved by the court in the Dutch SoP.
  • The Dutch SoP Scheme Proposal applies to claimants who have a claim against SIHNV (i.e. including a claim arising because they purchased SIHNV Shares in the period from 7 December 2015 to 5 December 2017, and continued to hold these until close of business on 5 December 2017). Such claimants may be eligible to cast their vote on whether the Steinhoff Group Settlement should be approved in the Dutch SoP (unless the Dutch court appoints a committee of representatives).
  • The Dutch SoP Scheme Proposal will become effective if, amongst other conditions, it is adopted by the statutory required majority of the ordinary non-preferred creditors of SIHNV that participate in the filing procedures (or a 75% majority of the members of a committee of representatives, if appointed) and is confirmed by the District Court of Amsterdam (homologatie).
  • If and when the Dutch SoP Scheme Proposal is adopted and confirmed, distributions will be made to the ordinary non-preferred creditors of SIHNV in accordance with the provisions of the Dutch SoP Scheme Proposal. In the absence of such adoption and confirmation, the Dutch SoP Scheme Proposal will not become effective and will not constitute a compromise of any claims of ordinary non-preferred creditors of SIHNV.
  • The Dutch SoP Scheme Proposal is accessible on www.steinhoffsettlement.com. It can also be inspected free of charge at the court registry (griffie) of the District Court of Amsterdam. You may find the contact details of the District Court of Amsterdam at: www.rechtspraak.nl/Organisatie-en-contact/Organisatie/Rechtbanken/Rechtbank-Amsterdam .

5. What is the S155 Proposal and who does it apply to?

  • The S155 Proposal is the document which sets out the terms of the Steinhoff Group Settlement to be approved by the court in the S155 Scheme.
  • The S155 Proposal applies to claimants who have a claim against SIHPL (i.e. because they purchased or otherwise acquired SIHPL Shares in the period prior to 6 December 2015 and continued to hold these until close of business on 5 December 2017 or because they have contractual claims against SIHPL). Such claimants may be eligible to cast their vote on whether the Steinhoff Group Settlement should be approved in the South African S155 Scheme.
  • The S155 Proposal is available at www.steinhoffsettlement.com.

6. I purchased Steinhoff shares, how do I know which of the Schemes applies to me?

  • The S155 Scheme applies to claimants who have claims against SIHPL and the Dutch SoP applies to claimants who have claims against SIHNV. The Allocation Plan and Allocation Plan Frequently Asked Questions include details on how claims are allocated between SIHPL and SIHNV.
  • You may have claims against both SIHPL and SIHNV, in which case both the S155 Scheme and the Dutch SoP will apply to you.

7. How can I cast my vote in the Dutch SoP?

  • Unless the District Court of Amsterdam appoints a committee of representatives, the Dutch SoP Scheme Proposal will be put to a vote at a Sop voting hearing. The SoP voting hearing will take place on 30 June 2021 at 10.00am (CET) at the District Court of Amsterdam, located at Parnassusweg 280 in Amsterdam, The Netherlands. Details about how to attend the SoP voting hearing will be published in due course on the settlement website (www.steinhoffsettlement.com).
  • In order to cast a vote at the Dutch SoP voting hearing, creditors entitled to vote in the Dutch SoP must submit (or authorise a third party to submit on its behalf) their claims with the SoP administrator (c/o the Claims Administrator) ultimately on 15 June 2021.
  • In order to file a claim in the SoP, an SIHNV creditor must file its claim with the Claims Administrator through the settlement website (www.steinhoffsettlement.com) by filing, or authorising a third party to file, a valid “SIHNV Filing Instruction” on or before 15 June 2021. A copy of this SIHNV Filing Instruction is contained in the Claim Form accessible via www.steinhoffsettlement.com, which must be completed by all potential claimants.
  • Please note that if the Dutch court appoints a committee of representatives, the committee of representatives, instead of individual Dutch SoP Scheme creditors, will vote on the Dutch SoP Scheme Proposal.
  • Every claimant entitled to vote in the Dutch SoP is encouraged to vote in favour of, and otherwise support, the Dutch SoP Scheme Proposal.
  • The Claim Form is available on www.steinhoffsettlement.com and further details in this regard are contained in the Dutch SoP Scheme Proposal.

8. How can I cast my vote in the S155 Scheme?

  • The S155 Proposal will be put to a vote at a specially convened meeting, the date of which will be announced in due course via the settlement website (www.steinhoffsettlement.com).
  • In order to cast a vote at the meeting, SIHPL market purchase claimants who have submitted their claim prior to the deadline therefor and who have been verified by the Claims Administrator and accordingly entitled to vote in the S155 Scheme must submit (or authorise a third party to submit on its behalf) a valid “SIHPL Filing Instruction” to the Claims Administrator inter alia  authorising the Claims Administrator to submit their claims to the Chairperson of the meeting and appointing a proxy to attend and vote at the meeting at least 72 hours prior to the meeting. A copy of this SIHPL Filing Instruction is contained in the Claim Form, which must be completed by all potential SIHPL market purchase claimants.
  • In order to cast a vote at the meeting, SIHPL contractual claimants and SIHPL financial creditors must submit (or authorise a third party to submit on their behalf) a valid 'SIHPL Filing Instruction', being Annexure H to the Amended s155 Proposal, available at www.SteinhoffSettlement.com under the 'Case Documents' tab. This SIHPL Filing Instruction is to be submitted to the Claims Administrator and inter alia serves to authorise the Claims Administrator to submit the claims to the Chairperson of the meeting and to appoint a proxy to attend and vote at the meeting. Claimants should take note that the submission of such 'SIHPL Filing Instruction' does not constitute the submission of the market purchase claims (if any) by that claimant. Such claims can be submitted only through a Claim Form. Market Purchase Claimants should not submit the SIHPL Filing Instruction as contained in Annexure H of the SIHPL Section 155 Proposal but use the SIHPL Filing Instruction contained in the Claim Form instead.
  • Any SIHPL Filing Instruction will irrevocably appoint and instruct the Claims Administrator to file the claimant’s claim for admission in the S155 Scheme. SIHPL Claimants can elect to provide a proxy to vote on their behalf at the meeting.
  • Every claimant entitled to vote in the S155 Scheme is encouraged to vote in favour of, and otherwise support, the S155 Proposal.
  • The Claim Form is available on www.steinhoffsettlement.com and further details in this regard are contained in the S155 Proposal.

9. If I am eligible for compensation under the Dutch SoP Scheme Proposal and/or S155 Proposal, how will this be allocated?

  • Participating claimants are categorised into MPCs, contractual claimants and financial creditors. The Steinhoff Group will make available a total settlement consideration to MPCs of SIHNV and SIHPL and contractual claimants of SIHNV of EUR370million, of which the estimated share of MPCs will be EUR266million. MPCs at both SIHNV and SIHPL will both be settled by SIHNV through SRF. The settlement consideration will be allocated in accordance with the details set out in the Steinhoff Allocation Plan attached to the Schemes.
  • The Settlement consideration will be paid by SIHNV through SRF: 50 per cent in cash and 50 per cent in shares indirectly owned by SIHNV in the South African entity Pepkor Holdings Limited (“PPH”) at a deemed share price of ZAR15 per share, provided that SIHNV reserves the option to settle a higher proportion of the consideration in cash.
  • In addition, SAHPL will make a contribution to the costs of the ACGs (representatives of MPCs) of up to EUR30million, contingent on certain terms and conditions. SIHNV will also make a contribution to the costs of SRF estimated to be up to EUR16.5million (an increase of EUR1.5million from the October Settlement Term Sheet).
  • SIHNV contractual claimants at SIHNV will be settled at the same recovery rate as the SIHNV MPCs.
  • SIHPL contractual claimants will be settled at the recovery rates and in the amounts as set out in the S155 Scheme Proposal. By way of variation to the October Settlement Term Sheet, BVI No 1499 (Pty) Limited ("BVI") will receive PPH shares at a deemed price per share of ZAR13 (as opposed to ZAR13.5) and the lock up period applicable to BVI and Cronje claimants has been reduced.
  • In consideration for payment of the settlement consideration, participating claimants are required to grant full and final releases and waivers of claims against the Steinhoff Group and other parties on the terms set out in the Schemes.
  • The July Announcement and the October Settlement Term Sheet exclude recoveries in respect of contingent assets representing potential settlement contributions by third parties. The Dutch SoP Scheme Proposal and the S155 Scheme Proposal also exclude any such contributions from third parties but they do provide a framework to deliver recoveries in that respect to creditors if they can be obtained. In the event such contributions are agreed, the Dutch SoP Scheme proposal and S155 Scheme Proposal will be amended to accommodate the terms on which related recoveries are to be delivered, subject to fulfilling any necessary requirements in that respect. For more information on the terms for recovery from the contribution by Deloitte and the D&Os, please visit www.steinhoffsettlement.com/settlements-deloitte-and-do.aspx.

10. When will I get paid my settlement consideration?

  • It is expected that (i) SIHPL contractual claimants  will receive their settlement distributions as soon as possible after the Settlement Effective Date (as defined within the Schemes) and (ii) SIHPL MPCs (or SIHNV MPCs under the Dutch SoP Scheme proposal) who do not dispute their claim determination will receive their settlement distribution as soon as reasonably practicable after the Bar Date (as defined within the Schemes) and notification of their (final) claim determination. At the same time, settlement distribution will be made to the SIHNV contractual claimants under the Dutch SoP Scheme Proposal.
  • SIHPL MPCs (and SIHNV MPCs under the Dutch SoP Scheme proposal) and SIHNV contractual claimants with disputed claim determinations will receive their settlement distributions as soon as reasonably practicable after a binding determination in respect of their claim determination has been made.

Part 3 – Benefits of the proposed global settlement

1. What is the current status of the class action lawsuits against Steinhoff?

  • With respect to the South African class action (De Bruyn as the lead plaintiff), the court recently ruled that the causes of action pleaded against Steinhoff were not viable. The period for appeal of that judgment has now passed without an appeal being lodged.
  • As a result of the announcement of the proposed global settlement the VEB has agreed to withdraw its collective (class) action against SIHNV in the Netherlands.
  • The only outstanding class action against Steinhoff is the Stichting Steinhoff International Compensation Claims (“SSICC”) collective (class) action against SIHNV in the Netherlands.

2. What will settlement mean for Steinhoff’s future?

  • Settlement of the outstanding litigation is essential to secure a future for the Steinhoff Group. Steinhoff’s liabilities exceed its assets and it has in excess of EUR 9 billion of centrally borrowed financial debt in addition to the claims – this is an unsustainable situation and reducing its indebtedness to a more manageable level is critical to its future. However, at present, the Steinhoff Group is facing legal claims of c. EUR 10 billion and these must be addressed before any plan to deleverage can be developed and implemented.
  • Settlement would also free up Steinhoff management’s time and resources currently dedicated to the conduct of litigation and settlement negotiations, which could be re-directed towards the ongoing restructuring and improving the Steinhoff Group’s underlying businesses.
  • The proposed settlement will provide litigation claimants with certainty, compared with the cost and uncertainty of continuing with protracted, expensive and unpredictable court processes in pursuing their claims.

Part 4 – Proposed global settlement terms

1. How have you arrived at the value of the various settlements and why do you believe it is fair?

  • Steinhoff has formulated proposed settlement amounts for various claimant groups in light of the characteristics of, and risks affecting, their claims, the Steinhoff Group’s ability to continue trading and maximise the asset value available to it, and the likely outcomes for claimants if Steinhoff was unable to do so and liquidation ensued.
  • The proposed settlement terms also have regard to the material impact of the Covid-19 pandemic on the value of the Steinhoff Group’s underlying businesses and the adverse currency movements.
  • In respect of ‘Market Purchase Claims’ against Steinhoff, the Steinhoff Group has engaged Analysis Group to provide expert advice and to develop a methodology for calculating alleged claims against Steinhoff for the purposes of allocating settlement consideration. Steinhoff believes that this methodology is reasonable and market standard in similar securities litigation cases.
  • In respect of ‘Contractual Claims’ against Steinhoff, the Steinhoff Group has calculated alleged claims based on a recommended loss methodology developed by its legal and financial advisers. See part 2, question 7 for more information.

2. What are the terms of the proposed global settlement for the financial creditors?

  • The SIHNV and SIHPL financial creditors holding contingent payment undertakings (“CPUs”) (other than creditors holding Hemisphere International Properties B.V. CPUs), will not be eligible to receive any distribution as part of the proposed settlement in respect of their claims under the SIHNV CPUs and the SIHPL CPUs.
  • Instead, they have been asked to provide their consent for the proposed global settlement and to waive any tortious (delictual) claims they may have against the Steinhoff Group, D&O insurers and auditors.
  • In addition, the financial creditors have been asked for their consent to extend the maturity date of the CPUs and the underlying debt obligations by 18 months to 30 June 2023 with an option for a further 6-month extension on the approval of a lower CPU creditor voting threshold. The proposed extension of the debt is to provide the Steinhoff Group with the breathing space to implement the global settlement.
  • On 9 October 2020, SIHNV launched a consent request process by which it sought the consents required to make the necessary amendments to the various Steinhoff finance documents from the relevant financial creditors. Whilst the responses to this consent request reflected overwhelming support, with only one creditor institution voting its holdings against, SIHNV was unable to obtain the unanimous consent of the relevant lenders required under the relevant finance documents.
  • As a result, SIHNV then undertook an English law scheme of arrangement to obtain the necessary unanimous approval under the SEAG CPU. The necessary majorities of lenders approved the proposal in the scheme meetings that took place on 15 December 2020 in London and the High Court of England sanctioned the terms of the SIHNV scheme in a judgment released on 5 February 2021. The conditions to the scheme were satisfied on 5 February 2021.

3. If a claimant still holds Steinhoff shares from before December 2017, do they have to give them back in exchange for the settlement consideration?

  • Claimants are entitled to keep the SIHNV shares they currently own.

4. Will all shareholders that purchased shares on the open market be treated equally in the proposed settlement?

  • All shareholders that purchased Steinhoff shares resulting in eligible claims against SIHPL and/or SIHNV will be treated equally, taking into account the date on which they purchased shares and the assumed inflation of the share price on that date in accordance with the inflation methodology.

5. How are individual / retail shareholders being catered for?

  • The Public Investment Corporation and other asset managers that invested on behalf of pension funds are all able, and are encouraged, to participate in the settlement through supporting the Schemes, and as such their beneficiaries will be catered for.
  • As a key purpose of the settlement is to allow for the continued operations of the Steinhoff Group, there is also an opportunity for those individuals who are still shareholders of SIHNV to realise value on their investments.

6. Why are the SIHPL Contractual Claimants getting a higher recovery than the MPCs?

  • Contractual claimants assert claims based on direct dealings with Steinhoff culminating in a contract for the acquisition of shares by exchange, subscription or purchase.
  • Specifically, such claimants assert legal entitlements to rescind or cancel contracts on the alleged basis that they were entered into on the basis of misrepresentations by Steinhoff’s representatives in pre-contractual negotiations and seek to claim back from Steinhoff the consideration paid for the shares; alternatively they seek to claim damages in lieu of cancellation or restitution of that consideration.
  • The methodology on which it is proposed that contractual claimants are compensated reflects the legal nature of these claims.
  • By contrast, market purchase claimants did not deal directly or contract with Steinhoff when they acquired shares. Such claims face material legal complexity relative to contractual claims.
  • As the recent South African judgment in the De Bruyn case shows, an absence of direct dealing with Steinhoff means there are higher legal hurdles for market purchase claimants in establishing that SIHPL owed them legal liability in respect of their share purchases. Such claimants may also face obstacles with respect to evidencing reliance on the alleged misrepresentations at the time that they transacted, and establishing or quantifying recoverable loss. The differentiation in proposed recoveries at SIHPL between market purchase claimants and contractual claimants reflects these material legal uncertainties and the material litigation risk affecting the market purchase claims.
  • The settlement terms propose that market purchase claimants be compensated with reference to a methodology that estimates the extent of the price “inflation” in their shares attributable to alleged misrepresentations in Steinhoff’s public disclosures at the time that they acquired the relevant shares from third parties in the market. This type of methodology is a recognised basis of assessing the quantum of claims of class action securities claimants and allocating settlement consideration amongst them, and Steinhoff considers it the appropriate approach to use here.

7. Why is the proposed pay-out so low relative to the claims?

  • It has always been Steinhoff’s intention to provide some degree of value for shareholders who held shares at 5 December 2017 and who suffered losses. Any settlement needs to be considered against the background of the financial position of the Steinhoff Group and its very significant levels of financial indebtedness, the impact of Covid-19 on the Steinhoff Group’s underlying businesses and the effect of adverse currency movements, as well as certain legal uncertainties affecting the claims. Steinhoff believes the terms are fair and realistic in the circumstances.
  • A global settlement of litigation claims was contemplated when the Steinhoff Group’s EUR 9.2 billion financings were restructured and extended by agreement of its financial creditors in August 2019.
  • The terms of the proposed settlement represent value for claimants materially in excess of the permission granted by financial creditors for such a settlement at that time and will therefore require fresh consent from financial creditors, who will also be required to make certain further concessions, including the extension to the maturity of their loans to the Group by 18 months (with an option to extend for a further 6 months on further lender consent). For more information on the lender consent process, please refer to part 1, question 11.

8. Has the value of the settlement proposal been reduced because of Covid-19?

  • Covid-19 has had a material impact on the value of the Steinhoff Group’s underlying businesses and this inevitably reduces the value available to Steinhoff to settle the claims.

9. Couldn’t you sell down more of PPH and increase the pay-outs?

  • PPH remains a key strategic asset of the Steinhoff Group, and it is important for the preservation of value for all stakeholders that Steinhoff’s shareholding remains above 50%.
  • The total available for settlement has to take into account the claims of all stakeholders, including the financial creditors (whose support is critical for the success of any implementation).

Part 5 – Financial position of SIHNV

1. How much debt does the Steinhoff Group have and what is the current net asset value?

  • The Steinhoff Group had total borrowings in excess of EUR 11.4 billion as at 30 September 2019, made up of UR 2.2 billion at OpCo level and EUR 9.2 billion within Corporate and Treasury services (which continue to accrue interest).
  • Please see the Unaudited Quarterly Update for the Nine Months Ended 30 June 2020, which was published on 28 August 2020, and which is available to download at the following web-address: www.steinhoffinternational.com/latest-results.php

Steinhoff Allocation Plan Frequently Asked Questions

In this section, you will find Frequently Asked Questions about the allocation plan that is set out at Schedule 3 (Steinhoff Allocation Plan) to the SIHNV Composition Plan and as referred to in the SIHPL Section 155 Proposal (the “Steinhoff Allocation Plan”). Capitalised terms used but not defined in this Frequently Asked Questions section have the meaning given to them in the Steinhoff Allocation Plan.

These Frequently Asked Questions have been published as guidance for MPC Claimants only and should be read in conjunction with the Proposals (including the Steinhoff Allocation Plan), as applicable. If there is an inconsistency between these Frequently Asked Questions and the Proposals (including the Steinhoff Allocation Plan), the provisions of the Proposals (including the Steinhoff Allocation Plan) will prevail.

Please note that, whilst every care has been taken to ensure that the answers to the questions provided here are accurate, the answers do not constitute legal advice specific to your personal claim or situation. Please consider the terms of the Proposals carefully to make sure you understand your position. Please consider seeking independent legal advice prior to submitting your claims.

Part 1. What is the Steinhoff Allocation Plan and how does it apply to me?

1. What is the Steinhoff Allocation Plan?

The Steinhoff Allocation Plan explains how:
  • the value of each MPC Claimant’s claim against Steinhoff will be calculated; and
  • the amount of money each MPC Claimant is entitled to receive in settlement of their respective claim will be allocated.
The amount of money you receive will be based on the value of your claim and will be a proportionate share of the EUR 370,000,000 that will be made available (minus certain costs and expenses) to settle eligible claims brought by MPC Claimants against SIHNV and/or SIHPL and claims brought by certain Contractual Claimants against SIHNV (this is referred to in the SIHNV Composition Plan as the “SoP Settlement Fund”).

The exact share of the SoP Settlement Fund to which you may be entitled cannot be calculated yet as it depends on, among other things, the total value of all relevant claims that are admitted against SIHNV and/or SIHPL and reviewed by the Claims Administrator. At present, it is not known how many MPC Claimants have eligible claims against SIHNV and/or SIHPL and so it is not possible to predict with certainty the total value of all relevant claims that are to be admitted and reviewed.

Please refer to question 8 for an illustration of how an MPC Claimant’s share of the SoP Settlement Fund will be calculated in practice.

2. What are the “Steinhoff Shares”?

“Steinhoff Shares” comprise:
  • common stock shares in Steinhoff International Holdings N.V. (“SIHNV”) with ISIN NL0011375019; and
  • ordinary shares in Steinhoff International Proprietary Limited (“SIHPL”) with ISIN ZAE000016176.

3. What is an “MPC Claimant” and how do I know whether I am one?

“MPC” stands for market purchase claim. An “MPC Claimant” is someone who has an “MPC Relevant Claim”. An MPC Relevant Claim is a claim against SIHPL and/or SIHNV relating to alleged accounting irregularities and arising as a result of purchasing or acquiring Steinhoff Shares prior to the close of business on 6 December 2015 (in the case of SIHPL) or prior to the close of business on 5 December 2017 (in the case of SIHNV) and continuing to hold SIHNV shares deriving from such purchases at the close of business on 5 December 2017.

In summary, you may be an MPC Claimant if you:
  • acquired SIHPL shares listed on the Johannesburg Stock Exchange (“JSE”) between open of business on 2 March 2009 and close of business on 6 December 2015; and/or
  • acquired SIHNV shares listed on the JSE or the Frankfurt Stock Exchange (“FSE”) between close of business on 6 December 2015 and close of business on 5 December 2017; and/or
  • were not the original purchaser of the relevant shares, but had these transferred to you, for example because of a gift or inheritance; and
  • in each case, continued to hold at least some of those shares (or, in the case of SIHPL shares, SIHNV shares received in exchange for them) at close of business on 5 December 2017.

4. I acquired SIHPL shares listed on the Johannesburg Stock Exchange before open of business of 2 March 2009. Will I have a claim?

You may be eligible for compensation under the Steinhoff Allocation Plan if you acquired SIHPL shares listed on the JSE prior to open of business of 2 March 2009 (which were subsequently converted to SIHNV shares) and held at least some of those SIHNV shares until close of business on 5 December 2017.

This is referred to as a “Holder Claim” in the Steinhoff Allocation Plan and will be valued at EUR 0.01 per share still held at close of business on 5 December 2017.

5. Who is entitled to compensation in accordance with the Steinhoff Allocation Plan?

You may be entitled to compensation if:
  • you are an MPC Claimant;
  • you continued to hold Steinhoff Shares at close of business on 5 December 2017;
  • your claim has a positive value (as initially determined by the Claims Administrator);
  • you filed your claim with sufficient evidence and in a timely manner; and
  • your claim was accepted by the SRF as an MPC Relevant Claim (please refer to question 9 of the Frequently Asked Questions for further details on the SRF).
Your claim will have a positive value if the Estimated Inflation for the Steinhoff Shares you purchased during the Relevant Period (excluding purchases on 6 December 2017) is higher than the Estimated Inflation for the Steinhoff Shares you sold during the Relevant Period (i.e. the period commencing on 2 March 2009 through to close of business on 6 December 2017). Please refer to section D (How will my claim be calculated?) for guidance on how this is calculated in practice.

You may also be entitled to compensation if you have a Holder Claim, i.e.:
  • you acquired SIHPL shares listed on the JSE prior to open of business of 2 March 2009 (which were subsequently converted to SIHNV shares); and
  • you held at least some of those SIHNV shares until close of business on 5 December 2017.

6. What is “Estimated Inflation”?

The estimated amount by which Steinhoff Shares were allegedly inflated in value has been calculated to provide an Estimated Inflation amount for each day in the Relevant Period (i.e. the period commencing on 2 March 2009 through to close of business on 6 December 2017).

MPC Claimants’ claims will be calculated by reference to the Estimated Inflation on the days they purchased or sold shares. An overview of the Estimated Inflation per day is attached to the Steinhoff Allocation Plan (see Annex 2 (Daily Average Share Price Inflation)).

7. What is the relevance of the SIHNV Composition Plan versus the SIHPL Section 155 Proposal, and how can I find out which applies to me?

The boards of directors of SIHPL and SIHNV have proposed a global settlement of claims relating to the alleged accounting irregularities (this is referred to in documents as the “Steinhoff Group Settlement”).
The Steinhoff Group Settlement will be given effect to using two court proceedings:
  • proceedings (referred to as the “s.155 Proceedings” or the “S155 Scheme”) under section 155 of the South African Companies Act 71 of 2008, which will generally be used to give effect to the settlement of claims against SIHPL; and
  • Dutch suspension of payment (referred to as the “SoP” or the “Dutch SoP Scheme”) proceedings, which will generally be used to give effect to the settlement of claims against SIHNV.
The SIHNV Composition Plan (sometimes referred to as the “Dutch SoP Scheme Proposal” or the “Composition Plan”) and the SIHPL Section 155 Proposal (sometimes referred to as the “S155 Scheme Proposal”) are the documents which set out the terms of the Steinhoff Group Settlement to be approved by the court in the relevant proceedings. Save for certain minor procedural differences, these documents mirror each other’s content with respect to the treatment of MPC Claimants.

If you have a claim against SIHNV (i.e. because you purchased SIHNV shares in the period from 7 December 2015 and continued to hold these until close of business on 5 December 2017), the SIHNV Composition Plan will apply to you. This means that, if you submit your claim pursuant to the SIHNV Composition Plan, your claim may be eligible for the purposes of voting on whether the terms of the SIHNV Composition Plan should be approved in the Dutch SoP Proceedings.

If you have a claim against SIHPL (i.e. because you purchased SIHPL shares in the period prior to 6 December 2015 and continued to hold SIHNV shares received in exchange for such SIHPL shares until close of business on 5 December 2017), the SIHPL Section 155 Proposal will apply to you. This means that, if you submit your claim pursuant to the SIHPL Section 155 Proposal, you may be eligible to cast your vote on whether the terms of the SIHPL Section 155 Proposal should be approved in the South African s.155 Proceedings (unless the Dutch court appoints a committee of representatives, in which case such committee of representatives, instead of individual creditors, will vote on the SIHNV Composition Plan).

If you have claims against SIHNV and SIHPL, both the SIHNV Composition Plan and the SIHPL Section 155 Proposal will apply to you with respect to the relevant element of your claim. This means that your claim may be eligible for the purposes of voting (if applicable) on whether the Steinhoff Group Settlement should be approved, both in the Dutch SoP Proceedings (if no committee of representatives is appointed) and the South African s.155 Proceedings.

Please refer to the Claim Form available at www.steinhoffsettlement.com for further information on how to submit your claim in the respective proceedings.

8. How will the settlement payment be allocated?

The amount of the settlement payment you receive (your “Steinhoff MPC Settlement Payment Share”) will be a proportion of the value of your claim as calculated by the Claims Administrator in accordance with the Steinhoff Allocation Plan (your “Claim Value”).

The exact proportion to which you may be entitled cannot be calculated yet. This is because the total settlement funds made available by Steinhoff are fixed at EUR 370,000,000 (minus certain costs and expenses), and it must be shared between all MPC Claimants and certain other claimants under the SIHNV Composition Plan. Your settlement payment will therefore vary depending on the total value of claims that are admitted and reviewed.

Your Claim Value will not differ depending on whether you submitted a claim against SIHPL in the SIHPL Section 155 Proceedings and/or against SIHNV in the SIHNV Composition Plan. The total aggregated value of your claims against SIHPL and SIHNV will be used to determine your Steinhoff MPC Settlement Payment Share.

The following are illustrations of how the Steinhoff MPC Settlement Payment Share will be calculated in practice:

Example A

  • If the actual value of the timely submitted and accepted Claims is EUR 6,300m, and reservations are made in respect of a further asserted or estimated value of EUR 700m in Claims which are disputed, an MPC Claimant with a determined Claim Value of EUR 1.5m will be entitled to payment as follows:
  • This would represent a recovery of approximately 5.3% on the Claim Value of the SIHNV MPC Claimant.


Example B

If the actual value of the timely submitted and accepted Claims is EUR 5,400m, and reservations are made in respect of a further asserted or estimated value of EUR 600m in Claims which are disputed, a SIHNV MPC Claimant with a determined Claim Value of EUR 1.5m will be entitled to payment as follows:



This would represent a recovery of approximately 6.2% on the Claim Value of the SIHNV MPC Claimant.
Please note that the EUR 370,000,000 settlement fund reflected in the above examples may decrease in light of deductions for certain costs and expenses.

For further information on the calculation of the Steinhoff MPC Settlement Payment Share, please refer to Part V (Distribution of the SoP Settlement Fund) of the Steinhoff Allocation Plan.

Part 2. Who are the key people and organisations involved?

9. What is the SRF and what is its role?

The Steinhoff Recovery Foundation (or “SRF”) is a Dutch stichting foundation established as an independent entity governed by a board of newly appointed directors with majority independence from the Steinhoff Group. A stichting entity has no shareholders so is not owned by any person or organisation. The role of the SRF is (in brief) to administer and oversee the distribution of the settlement payments to eligible MPC Claimants pursuant to the SRF and Claims Administration Conditions. The “SRF and Claims Administration Conditions” govern, amongst other things, how the SRF and Claims Administrator supervise, hold and repay the settlement funds.

10. Is the SRF independent of Steinhoff?

Yes. The SRF is governed by a board of three newly appointed directors, with two directors being entirely independent of the Steinhoff Group. The chairperson is independent and has a casting vote in case of a tie in decision making.

11. Who is the Claims Administrator and what is their role?

The SRF has engaged a Claims Administrator (Computershare) to assist with the claims administration and to validate claims. The Claims Administrator is an entity that is independent of SIHNV, SIHPL and all other Steinhoff Group Companies. The role of the Claims Administrator is to assist the SRF with the implementation of the Steinhoff Group Settlement, including by:
  • reviewing claims submitted by MPC Claimants; and
  • assisting the SRF with the distribution of compensation to eligible MPC Claimants.

12. What do I have to do to submit my claim for review by the Claims Administrator?

If you have signed up with a Claimant Representative, please get in touch with your contact person at that Claimant Representative.

Otherwise, please fill in the online Claim Form available at www.steinhoffsettlement.com and submit this, along with the relevant supporting evidence listed in the Claim Form, via the online portal by the Bar Date. We understand that completing the Claim Form and gathering the supporting evidence may be time consuming. However, the purpose of the Claim Form and supporting evidence is to make sure that the Claims Administrator has all the information it needs to accurately value your claim. If your claim is submitted without the required documentation, you risk the rejection of your claim. If your claim is not submitted in a timely manner, your claim will be rejected.

If there is anything about any of the documents that you are unsure about, please give the Claims Administrator a call on:
Toll-free US number: +1 866-559-7591
UIFN toll-free international number: +49 (0) 800-2667-8831
Toll-free South Africa number: +27 (0) 860 024 737
Lines are open weekdays between 8am and 4:30pm SAST.

There are trained personnel on the other side who will be able to assist you in filling out the forms correctly. In any event, we urge you to consider seeking independent legal advice prior to submitting your claim.

If the Claims Administrator needs any more details from you during the process, for example if your information appears to be incorrect or any supporting documentation is missing, they will let you know by email (at the address you have provided in your submitted Claim Form). Please respond to these requests in a timely manner, and in any event within 30 Business Days of the request. If you fail to do so, you risk the rejection of your claim.

13. What is the “Claim Form” and where can I find it?

The Claim Form is the document that must be completed, signed and sent to the Claims Administrator via the online portal by the Bar Date in order for MPC Claimants’ claims to be considered. It can be found at www.steinhoffsettlement.com.

If you are unable to access or complete the online Claim Form, please contact the Claims Administrator on:
Toll-free US number: +1 866-559-7591
UIFN toll-free international number: +49 (0) 800-2667-8831
Toll-free South Africa number: +27 (0) 860 024 737
Lines are open weekdays between 8am and 4:30pm SAST.

14. Who will contact me in respect of acceptance or rejection of my claim?

After submitting your claim to the Claims Administrator, the Claims Administrator will review your claim. If there are certain deficiencies in respect of your claim or the documents submitted as evidence, the Claims Administrator will contact you directly. Based on the claims review process of the Claims Administrator, the SRF will determine whether to reject or accept your claim and, if accepted, for what amount (the “Claim Determination”). The Claims Administrator will inform you of this Claim Determination on behalf of the SRF.

If you disagree with the Claim Determination, you should let the SRF know as soon as possible, and in any event within 30 Business Days after the Claims Administrator notified you of the Claim Determination. For an explanation of the disputes process, please refer to the Dispute Committee Rules that can be found at www.steinhoffsettlement.com.

15. Who can I contact if I have any questions?

If you have any questions about the Steinhoff Allocation Plan or about the Steinhoff Group Settlement more generally, please contact the Claims Administrator on:
Toll-free US number: +1 866-559-7591
UIFN toll-free international number: +49 (0) 800-2667-8831
Toll-free South Africa number: +27 (0) 860 024 737
Lines are open weekdays between 8am and 4:30pm SAST.

Part 3. How should I make a claim?

16. Is there a deadline by which I must submit my claim?

Claim Forms must be submitted by the “Bar Date”, this being the date falling three months after the date on which the SIHNV Composition Plan and SIHPL Section 155 Proposal become effective (the “Settlement Effective Date”). The Bar Date will be published by way of a press release on SIHNV’s website on or after the Settlement Effective Date.

17. What will happen if I do not file a Claim Form?

You will not receive any compensation if you do not submit a valid Claim Form to the Claims Administrator by the Bar Date. After the Bar Date, your claim will be forever barred and you can no longer claim for compensation in the Steinhoff Group Settlement.

18. If I do not file a Claim Form, will I be able to pursue SIHNV or SIHPL in court for an MPC Relevant Claim?

No. If successful, the Steinhoff Group Settlement will lead to the full and final release of all MPC Relevant Claims against the Steinhoff Group Companies arising as a result of the alleged accounting irregularities. Due to the nature of the court proceedings being used to give effect to the Steinhoff Group Settlement, this will include the claims of those MPC Claimants who did not participate in the Steinhoff Group Settlement.

This means that, if you choose not to file a Claim Form (or you fail to file the Claim Form by the Bar Date):
  • you will NOT be entitled to receive any compensation; and
  • you will NOT be entitled to claim any compensation in (legal) proceedings for an MPC Relevant Claim against SIHNV or SIHPL after the Settlement Effective Date.

19. Why am I being asked to provide ID?

For the purposes of the South African s.155 Proceedings and the Dutch SoP Proceedings, it is a requirement that all claimants who submit claims before the relevant deadline(s) provide the Claims Administrator with the following identity document(s):
  • For natural persons (i.e. individuals): a photocopy of their identity book/card (applicable to South African MPC Claimants only) or passport;
  • For corporate entities: photocopies of the registration/incorporation documents; and
  • For trusts: photocopies of the trust deed and the letters of authority of trustees.
This is necessary in order to allow the Claims Administrator to carry out its verification checks.

If you fail to provide the necessary identity documents when you file your Claim Form, the Claims Administrator will contact you to request them – this may cause a delay to the processing of your claims.

Your privacy is important to us. Please contact the Claims Administrator if you have any questions about how your personal data will be processed.

20. I acquired Steinhoff Shares pursuant to a share exchange agreement. Am I eligible for an allocation in accordance with the Steinhoff Allocation Plan?

You may be eligible for compensation under the Steinhoff Allocation Plan if you subscribed for, acquired, or received Steinhoff Shares as part of a share exchange arrangement with any person or entity other than a Steinhoff Group Company.

If you subscribed for, acquired, or received Steinhoff Shares as part of a share exchange arrangement with any Steinhoff Group Company, you will be treated as a “Contractual Claimant” (i.e. a claimant who, in accordance with the terms of contractual arrangements involving Steinhoff, sold businesses, shares, or received consideration directly from Steinhoff by way of issuance, or transfer, of Steinhoff Shares) and the Steinhoff Allocation Plan will not apply to you. This is because the Claim Value of your Contractual Claims is valued under different valuation principles, as set out in the SIHNV Composition Plan and the SIHPL Section 155 Proposal. However, you may still be entitled to a proportionate share of the SoP Settlement Fund calculated in accordance with the distribution methodology set out in the SIHNV Composition Plan, provided that you fall within the SIHNV Composition Plan’s definition of a “SIHNV Contractual Claimant”.

21. What is the significance of the 6 December 2015, 5 December 2017 and 6 December 2017 dates?

Close of business on 6 December 2015 was when you could last purchase or acquire shares in SIHPL, and therefore have a claim against SIHPL. At open of business on 7 December 2015 the shares in SIHPL were exchanged for shares in SIHNV through the Scheme of Arrangement. Any shares purchased after open of business on 7 December 2015 would result in claims against SIHNV.

5 December 2017 and 6 December 2017 are the dates on which Steinhoff made the following “curative disclosures”, in the form of press releases, in which it identified the presence of suspected accounting irregularities and provided estimates of the potential overstatement of the value of its assets:
  • after the market closed on 5 December 2017, SIHNV disclosed that it had discovered accounting irregularities and that CEO Markus Jooste had tendered his resignation with immediate effect; and
  • after the market closed on 6 December 2017, SIHNV announced that it had identified issues with the “validity and recoverability” of “circa €6bn” in assets.


In addition, Steinhoff made a “partial” curative disclosure of the alleged accounting irregularities on 4 December 2017 with an announcement that the forthcoming annual financial statements would be disclosed in unaudited form.

These three dates are used by SIHNV’s and SIHPL’s economic expert, Analysis Group, to estimate the alleged inflation (the “Estimated Inflation”) in the Steinhoff Shares during the Relevant Period (i.e. the period commencing on 2 March 2009 through to close of business on 6 December 2017), which is in turn used to calculate the Claim Value of each MPC Claimant’s claim.

It is important to note that Steinhoff denies any wrongdoing.

22. I held Steinhoff Shares in multiple trading accounts. Am I permitted to submit a separate Claim Form for each trading account?

No. You should submit one Claim Form for the total of your claims across all of your trading accounts.

If it becomes apparent to the Claims Administrator that you (or your representative) have filed two or more Claim Forms in respect of different accounts held by you, the Claims Administrator will be in touch with you (or your representative) to notify you that the claims have not been aggregated and that this needs to be rectified. In such cases, if you fail to aggregate the claims within the time specified by the Claims Administrator in the notice, your claims may be rejected in whole or in part.

23. I held SIHPL shares and SIHNV shares. Do I need to submit separate Claim Forms?

No. You should submit one Claim Form regardless of whether your claims relate to SIHNV shares or SIHPL shares.

The Claims Administrator will determine your eligibility to participate in the voting hearing in respect of the SIHPL Section 155 Proposal. The court appointed administrator of the SoP will determine your eligibility to participate in the voting hearing in respect of the SIHNV Composition Plan. To the extent you have submitted a filing and voting instruction as set out in the Claim Form, you do not have to do anything further. Steinhoff will announce the results of the voting hearings through its website and on www.steinhoffsettlement.com.

24. What is a duplicate claim?

It may be the case that two or more parties request compensation for the same share transaction. In this case, the Claims Administrator will investigate who is entitled to bring the claim in accordance with the SRF and Claims Administration Conditions. 

Part 4. How will my claim be calculated?

Please note that these examples are illustrative only and do not give any guarantee as to the total amount that you may be entitled in respect of your MPC Relevant Claims. No rights can be derived from these examples. The determination of the Claim Value of your MPC Relevant Claims will, among other things, depend on the documentary evidence provided with the Claim Form. Further examples of how an MPC Claimant’s Claim Value is calculated can be found at Annex 3 (Sample Calculations) of the Steinhoff Allocation Plan.

25. I purchased Steinhoff Shares during the Relevant Period and held these until close of business 5 December 2017. I did not sell any Steinhoff Shares during the Relevant Period. Do I have an MPC Relevant Claim?

In order to have an MPC Relevant Claim, your claim must have a positive value. Your claim will have a positive value if the Estimated Inflation for the Steinhoff Shares you purchased during the Relevant Period (excluding purchases on 6 December 2017) is higher than the Estimated Inflation for the Steinhoff Shares you sold during the Relevant Period. The Claims Administrator will calculate this when you file your Claim Form.

Based on these facts, you should have a positive MPC Relevant Claim and you may therefore be eligible for a Steinhoff MPC Settlement Payment Share. This is because you have not sold any Steinhoff Shares and so the Estimated Inflation for the Steinhoff Shares you purchased has not been offset by any Estimated Inflation generated by a sale.

The following example shows how this would be calculated in practice:

26. I purchased Steinhoff Shares during the Relevant Period and held some of these until close of business 5 December 2017. I also sold Steinhoff Shares during the Relevant Period. Do I have an MPC Relevant Claim?

In order to have an MPC Relevant Claim, your claim must have a positive value. Your claim will have a positive value if the Estimated Inflation for the Steinhoff Shares you purchased during the Relevant Period (excluding purchases on 6 December 2017) is higher than the Estimated Inflation for the Steinhoff Shares you sold during the Relevant Period.

When you submit your Claim Form, the Claims Administrator will calculate the value of your claim based on the Estimated Inflation at the time you acquired and sold the Steinhoff Shares, and you will receive an allocation if your claim has a positive value.
  • For example, the following MPC Claimant has a positive MPC Relevant Claim and is therefore eligible for a Steinhoff MPC Settlement Payment Share:
  • By contrast, the MPC Claimant in this example has a negative MPC Relevant Claim (because the Estimated Inflation of the Steinhoff Shares sold is higher than the Estimated Inflation of the Steinhoff Shares purchased) and is therefore ineligible for an allocation of the SoP Settlement Fund:

27. I purchased Steinhoff Shares before the Relevant Period and held these until close of business on 5 December 2017. Will this affect the value of my MPC Relevant Claim?

If you purchased Steinhoff Shares before 2 March 2009 and held some or all of these shares until 5 December 2017, you will have a Holder Claim. Holder Claims will be attributed a Claim Value of EUR 0.01 per share (or the ZAR equivalent, as applicable) for the purposes of the Claims Administrator’s calculations.

The following example shows how this would be calculated in practice:



In this example, the MPC Claimant has a positive MPC Relevant Claim and is therefore eligible for a Steinhoff MPC Settlement Payment Share.

For more information on Holder Claims, please refer to paragraph 24 of the Steinhoff Allocation Plan.

28. I sold all my shares during the Relevant Period. Do I have an MPC Relevant Claim?

No. In order to have an MPC Relevant Claim, you must have held Steinhoff Shares as at close of business 5 December 2017.

29. I sold a significant proportion of my Steinhoff Shares during the Relevant Period. Do I have an MPC Relevant Claim?

In order to have an MPC Relevant Claim, your claim must have a positive value. Your claim will have a positive value if the Estimated Inflation for the Steinhoff Shares you purchased during the Relevant Period (excluding purchases on 6 December 2017) is higher than the Estimated Inflation for the Steinhoff Shares you sold during the Relevant Period. The Claims Administrator will calculate this when you file your Claim Form.

30. I only sold a small proportion of my Steinhoff Shares during the Relevant Period, but the Steinhoff Allocation Plan suggests I do not have an MPC Relevant Claim. Why is this?

In order to have an MPC Relevant Claim, your claim must have a positive value. Your claim will have a positive value if the Estimated Inflation for the Steinhoff Shares you purchased during the Relevant Period (excluding purchases on 6 December 2017) is higher than the Estimated Inflation for the Steinhoff Shares you sold during the Relevant Period. The Claims Administrator will calculate this when you file your Claim Form.

If you acquired Steinhoff Shares during a period of low inflation and sold Steinhoff Shares during a period of high inflation, this is likely to result in a negative Claim Value because the Estimated Inflation from your sales fully offsets the Estimated Inflation from your purchases. As such, you may not have an MPC Relevant Claim even if you only sold a small proportion of your Steinhoff Shares.

The following example shows how this would be calculated in practice:

31. I sold all my Steinhoff Shares after the end of the Relevant Period. Do I have an MPC Relevant Claim?

You may have an MPC Relevant Claim if you acquired Steinhoff Shares during the Relevant Period, held them until close of business on 5 December 2017 and you have a positive Claim Value. It is immaterial that you sold the Steinhoff Shares after the end of the Relevant Period.

However, a sale of Steinhoff Shares on 6 December 2017 may impact your Claim Value as follows:
  • equivalent sales and purchases of Steinhoff Shares on 6 December 2017 will be matched such that the aggregate Estimated Inflation for such transactions is EUR 0.00; and
  • any additional sales of Steinhoff Shares on 6 December 2017 (which are net of purchases of Steinhoff Shares on 6 December 2017) will be ascribed an Estimated Inflation of EUR 0.471 (this being the Estimated Inflation on 6 December 2017) and will be deducted from the aggregate Claim Value.


The following examples show how this would be calculated in practice:
  • The following MPC Claimant sold shares on a net basis on 6 December 2017 and the inflation value of these net sales offset the positive MPC Relevant Claim from the Relevant Period purchase:
  • In contrast, the following MPC Claimant bought shares on a net basis on 6 December 2017 and no inflation value for these net purchases is considered in estimating the MPC Relevant Claim:

32. I purchased Steinhoff Shares on 6 December 2017. Why have these been excluded from the Steinhoff Allocation Plan?

SIHNV shares purchased on 6 December 2017 are not considered to have been purchased at inflated prices, because such purchases are deemed to be speculative in light of the disclosure made after market close on 5 December 2017.

33. I purchased and sold Steinhoff Shares during the Relevant Period but I cannot prove the exact date on which I purchased or sold some of those shares. Will this affect the value of my MPC Relevant Claim?

If you cannot prove the exact date on which you purchased or sold the Steinhoff Shares, the calculation of your Claim Value will be based on:

  • the lowest Estimated Inflation for the period over which you can prove you purchased Steinhoff Shares; and
  • the highest Estimated Inflation for the period over which you can prove you sold Steinhoff Shares.


For example:

  • You recall purchasing 100 Steinhoff Shares on 1 February 2015. You have no evidence for this but you can provide a November 2014 account statement showing you didn’t own the shares and a March 2015 account statement showing you now own the shares. In this case, the Claims Administrator will assume, for the purposes of calculating the Estimated Inflation with respect to the transaction, that the purchase took place at the beginning of December 2014 (this being the earliest point at which you could have feasibly purchased the Steinhoff Shares). The Estimated Inflation amount attributed to each of those 100 Steinhoff Shares will therefore be EUR 1.856, this being the Estimated Inflation on 1 December 2014.
  • You recall selling 100 Steinhoff Shares on 4 March 2015. You have no evidence for this but you can provide a January 2015 account statement showing you owned the shares and a May 2015 statement showing you no longer own the shares. In this case, the Claims Administrator will assume that the sale took place at the end of April 2015. The Estimated Inflation amount attributed to each of those 100 Steinhoff Shares will therefore be EUR 1.990, this being the Estimated Inflation on 30 April 2015.


If you cannot provide any evidence of when you purchased the Steinhoff Shares, the Claims Administrator will assume (for the purposes of calculating Estimated Inflation with respect to the transaction) that such shares were purchased before the Relevant Period and they will be treated as “Holder Claims” in accordance with the Steinhoff Allocation Plan (i.e. they will be valued at EUR 0.01 per share (or the ZAR equivalent, as applicable), provided that they were held through to close of business on 5 December 2017).

If you cannot provide any evidence of when you sold the Steinhoff Shares, your Claim Value will be calculated on the basis of the highest Estimated Inflation during the Relevant Period (i.e. EUR 2.497, this being the Estimated Inflation on 1 December 2017).

For more information, please refer to paragraph 23 of the Steinhoff Allocation Plan.

34. How do I evidence my End Holding?

MPC Claimants are required to provide evidence of the number of Steinhoff Shares that theyheld at close of business on 5 December 2017 (the “End Holding”).

If you are unable to provide any evidence of your End Holding, you will not qualify as an MPC Claimant.

Acceptable evidence of an End Holding includes:
  • a bank or brokerage statement from a third-party financial institution that includes the claimant’s name, account number and End Holding and which is printed on their letterhead or accompanied by a written and duly signed declaration of the bank or broker;
  • a record of transactions from a third-party bank and/or broker that includes the claimant’s name, account number and End Holding and which is printed on their letterhead or accompanied by a written and duly signed declaration of the bank or broker;
  • a print-screen of a claimant’s shareholdings and transactions history that shows the End Holding and which has been signed by a bank or broker and printed on their letterhead or accompanied by a written and duly signed declaration of the bank or broker; or
  • a written and duly signed declaration from a third-party entity that (i) is regulated and audited and (ii) has credible systems to maintain and keep trading data as business records which includes: the claimant’s name, account number and End Holding, provided that the Claims Administrator may require additional documentation to support the declaration and confirm the authenticity of the End Holding.
The following documentation is in any event not considered reliable evidence in support of an End Holding:
  • a print-screen of a claimant’s shareholdings and/or transactional history that has not been signed by a bank and printed on their letterhead or is not accompanied by a written and duly signed declaration of the bank or broker;
  • a statement (sworn or unsworn), affidavit, self-generated report and hand-written report drafted by an individual retail claimant themselves; and
  • any self-generated tax related documents.

35. I know I held a certain number of Steinhoff Shares at close of business on 5 December 2017, but I cannot provide evidence that I held all these shares on that date. Will this affect the value of my MPC Relevant Claim?

If you claim a certain End Holding, but you are unable to provide evidence that you held all of the shares you say you did, the Claims Administrator will assume (for the purposes of calculating Estimated Inflation) that you sold the Steinhoff Shares for which you are unable to provide documentary evidence. The inflation attributed to these assumed share sales will be the highest inflation over the period between the last date you can prove that you held these shares and close of business on 5 December 2017. Such inflation will be:

  • equal to the inflation on 4 December 2017, if you are able to provide evidence that the Steinhoff Shares were held at close of business on 1 December 2017;
  • equal to the inflation on 5 December 2017, if you are able to provide evidence that the Steinhoff Shares were held at close of business on 4 December 2017; or
  • the highest Estimated Inflation during the Relevant Period, in all other cases (this being the Estimated Inflation on 1 December 2017).
For example:
  • You submit documentary evidence with your Claim Form which shows that you purchased 200 Steinhoff Shares prior to 5 December 2017; however, the evidence that you submit in support of your claimed End Holding shows that you only held 150 Steinhoff Shares at close of business on 5 December 2017. In this case, the Claims Administrator will assume that you sold 50 Steinhoff Shares prior to close of business on 5 December 2017. As you have not been able to show that such shares were held after close of business on 1 December 2017, the Claims Administrator will attribute the highest Estimated Inflation during the Relevant Period (this being the Estimated Inflation on 1 December 2017).
  • You submit documentary evidence with your Claim Form which shows that you purchased 200 Steinhoff Shares prior to 5 December 2017. You also submit documentary evidence that you held those 200 Steinhoff Shares as at close of business on 1 December 2017; however, the evidence that you submit in support of your claimed End Holding shows that you only held 150 Steinhoff Shares at close of business on 5 December 2017. In this case, the Claims Administrator will assume that you sold 50 Steinhoff Shares prior to close of business on 5 December 2017. Because you were able to prove that you held 200 Steinhoff Shares as at close of business on 1 December 2017, the inflation attributed to this assumed sale will be equal to the inflation on 4 December 2017.
For more information, please refer to paragraphs 23A and 23B and Annex 3 (Sample Calculations) (examples 10 and 11) of the Steinhoff Allocation Plan.

36. I acquired my Steinhoff Shares as a result of a conversion of Steinhoff convertible bonds during the Relevant Period. Do I have an MPC Relevant Claim?

You may have an MPC Relevant Claim. If you acquired Steinhoff Shares as a result of the conversion of Steinhoff convertible bonds during the Relevant Period (i.e. open of business on 2 March 2009 through to close of business on 5 December 2017), these shares will be attributed an Estimated Inflation per share corresponding to the share inflation at the time you purchased the convertible bonds.

You must provide evidence that:

  • indicates when the Steinhoff convertible bonds were acquired;
  • indicates the date of the conversion from Steinhoff convertible bonds to Steinhoff Shares; and
  • clearly identifies the conversion shares.


However, in the event that you cannot provide this evidence, or the evidence provided is not sufficient, the shares will be attributed an Estimated Inflation per share corresponding to the share inflation amount at the time the relevant convertible bonds were issued.

To illustrate this, the MPC Claimant in the following example was able to provide satisfactory documentary support for the purchase date of the bonds so the prevailing inflation at the time of the bond purchase is attributed to the conversion shares. The MPC Claimant in this example has a positive MPC Relevant Claim and is therefore eligible for a Steinhoff MPC Settlement Payment Share:



By contrast, the MPC Claimant in the following example was not able to provide satisfactory documentary support for the purchase date of the bonds so the prevailing inflation at the time of the bond issuance is attributed to the conversion shares. The MPC Claimant in this example also has a positive MPC Relevant Claim and is therefore also eligible for a Steinhoff MPC Settlement Payment Share:



For further information on conversion shares, please refer to paragraphs 28-29 of the Steinhoff Allocation Plan.

37. I inherited, or was gifted Steinhoff Shares during the Relevant Period. Do I have an MPC Relevant Claim?

If you were gifted Steinhoff Shares, this will constitute a transfer in for the purposes of the Steinhoff Allocation Plan. This means that:

  • the MPC Relevant Claim associated with those Steinhoff Shares will transfer from the person who gifted the shares to you; and
  • the MPC Relevant Claim on such Steinhoff Shares will be valued at the prevailing inflation at the time the Steinhoff Shares were originally purchased by the person who gifted the shares to you.


In order for the MPC Relevant Claim to be attributed to this transfer in, you must show:

  • evidence of the date on which the Steinhoff Shares were originally purchased by the person who gifted the shares; and
  • documentary evidence for the transfer in by the person who gifted the shares (for example, probate).


Where the documentary evidence explicitly states that claims attaching to the relevant Steinhoff Shares will not travel upon a transfer of such shares, neither the Transferor nor the MPC Claimant to whom the Steinhoff Shares were transferred will be deemed to have an MPC Relevant Claim on those shares.

If you can only provide proof that the original purchase occurred during a particular period, but not the specific date of the original purchase, the Claim Value will be calculated on the basis of the lowest Estimated Inflation for that period over which you can prove the Original Purchase occurred. In the event that you cannot provide this evidence, or the evidence required above, this transaction will be treated as a “Holder Claim” in accordance with the Steinhoff Allocation Plan (i.e. the relevant shares will be valued at EUR 0.01 per share (or the ZAR equivalent, as applicable), provided that they were held through to close of business on 5 December 2017).

For further information on transfers in, please refer to paragraphs 30 to 33 of the Steinhoff Allocation Plan.

38. I purchased and sold Steinhoff Shares during the Relevant Period. I also transferred Steinhoff Shares in and out of my account. Do I have an MPC Relevant Claim?

Transfers in and out of multiple accounts owned by you (for example, in circumstances where you have changed your custodian) will have no impact on your Claim Value.

Where the transfer is made from one beneficial owner to a different beneficial owner for no consideration, the person to whom the Steinhoff Shares were transferred (i.e. the Transferee) must show:

  • evidence of the date on which the Steinhoff Shares were originally purchased by the Transferor (the shareholder who transferred the Steinhoff Shares); and
  • documentary evidence for the transfer in by the Transferor (for example, probate).


Transfers to a different beneficial owner for no consideration will be treated as constituting an assignment by the Transferor of any MPC Relevant Claim in respect of such shares to the Transferee, provided that there is nothing in the documentary evidence for the transfer to the contrary.

You may therefore have a claim in respect of Steinhoff Shares you received as a transfer into your account if they were purchased by the Transferor during the Relevant Period. Your MPC Relevant Claim will be valued at the prevailing inflation at the time the Transferor purchased the shares in question.

You will not have a claim in respect of any Steinhoff Shares you gave to somebody else as a transfer out of your account.

For further information on transfers in and out, please refer to paragraphs 30 to 35 of the Steinhoff Allocation Plan.

39. I was involved in the short selling of Steinhoff Shares. Do I have an MPC Relevant Claim?

If you sold shares between the opening of business on 2 March 2009 and the close of business on 5 December 2017 as part of a short sale, you will not have an MPC Relevant Claim attributed to the Steinhoff Shares purchased in order to return your holding of Steinhoff Shares to a zero aggregate balance.

If you lent Steinhoff Shares to a short seller and equivalent Steinhoff Shares were redelivered prior to close of business 5 December 2017, you may have an MPC Relevant Claim in respect of such shares. Your potential claim in respect of such shares will be valued as if you had retained, and had not lent, the Steinhoff Shares to the short seller.

You must identify any transactions or transfers relating to short selling on your Claim Form.

For further information on short selling, please refer to paragraph 27 of the Steinhoff Allocation Plan.

40. I have been involved in a stock lending arrangement? How will this impact my Claim Value?

For the purposes of the Steinhoff Allocation Plan:

  • lending Steinhoff Shares to a third party beneficiary as part of a stock lending arrangement will constitute a transfer out; and
  • the redelivery of Steinhoff Shares to the lender’s account will constitute a transfer in.


This means that, if you were involved in a stock lending arrangement, the effect on your Claim Value should be neutral, provided that, if you were the party lending Steinhoff Shares, the Steinhoff Shares were redelivered to your account before close of business 5 December 2017. If the shares were redelivered to your account after close of business 5 December 2017, the Steinhoff Shares lent to the third party beneficiary will be treated as having been transferred out without a corresponding transfer in, and you will no longer have an MPC Relevant Claim on these same Steinhoff Shares – in such circumstances, the MPC Relevant Claim may be transferred to the third party beneficiary who borrowed the Steinhoff Shares, provided that the relevant transfer documentation does not, on its face, exclude the transfer of claims.

For the purposes of submitting your Claim Form, please code any transactions entered into pursuant to a stock lending arrangement as a “transfers out” and “transfer in” as applicable.

41. What is the “last in, first out” (LIFO) rule and how does it affect my MPC Relevant Claim?

If you have multiple purchases, sales, transfers in or transfers out of Steinhoff Shares during the Relevant Period, these transactions will be matched on a last in, first out basis for the purposes of calculating your MPC Relevant Claim. This means that sales or transfers out of Steinhoff Shares during the Relevant Period will be matched first against the Steinhoff Shares most recently purchased or transferred in during the Relevant Period and then against purchases or transfers in of Steinhoff Shares in reverse chronological order, beginning with the next most recent purchases or transfers in made during the Relevant Period. As all purchases and sales made during the Relevant Period are included in the calculation of the MPC Relevant Claim, the selection of LIFO (as opposed to first in, first out or FIFO) does not impact your Claim Value, but does impact the identification of shares attracting a Holder Claim.

42. I purchased and sold Steinhoff Shares during the Relevant Period, as a result of which I made a net profit. If I do not have an MPC Relevant Claim do I need to pay back the profit I made?

No. You will not have to pay back any money to Steinhoff as a result of making a profit from selling Steinhoff Shares at an inflated price.

43. I purchased and sold Steinhoff Shares during the Relevant Period, as a result of which I made a net profit. If I have an MPC Relevant Claim, will this affect the validity of my claim?

No. Trading profits will not be estimated or considered in evaluating the validity of MPC Relevant Claims.

44. Will there be an opportunity for me to challenge the Claim Value of my claim (as determined by the SRF)?

Yes. If you do not agree with the Claim Value as determined by the SRF and communicated to you, you need to contact the SRF as soon as possible. Please refer to the Dispute Committee Rules published at www.steinhoffsettlement.com for further information on how to object against your Claim Value. Any disputed Claim that are not resolved between the SRF and yourself can be referred to an independently appointed Dispute Committee by timely notifying the Dispute Committee in accordance with the Dispute Committee Rules. A share of the settlement funds will be reserved for pending claims, to be distributed to the respective disputing claimant should they be successful.

Part 5. How will I be paid if my claim is successful?

45. What proportion of my Steinhoff MPC Settlement Payment Share will I receive in cash and what proportion will I receive in PPH Shares?

You may receive 50% of your Steinhoff MPC Settlement Payment Share in cash, and 50% in PPH Shares (at a deemed value of ZAR 15 per PPH share as at the Settlement Effective Date), unless the aggregate of the distribution to which you are entitled is greater than EUR 1 but equal to or less than EUR 20, in which case you will receive 100% of your Steinhoff MPC Settlement Payment Share in cash. If the aggregate of the distribution to which you are entitled is greater than EUR 20, SIHNV reserves the right to increase the proportion of cash you will receive.

If you are entitled to a payment of the Steinhoff MPC Settlement Payment Share in PPH shares but there are certain circumstances that make you ineligible to receive or accept such PPH shares, please indicate this in the relevant section of the Claim Form. An MPC Claimant will be “ineligible” (a “Qualifying Ineligible Claimant”) to receive PPH Shares if all of the following conditions are met: (i) the MPC Claimant is not a natural person; (ii) the MPC Claimant previously exclusively held SIHNV Shares listed on the Frankfurt Stock Exchange; and (iii) the MPC Claimant’s internal rules or regulations prohibit the claimant from owning JSE listed shares, and such rules have been in place since prior to 27 July 2020.

Please note that if you are a Qualifying Ineligible Claimant, SRF shall sell such PPH Shares (in consultation with SIHPL and SIHNV) that you would be entitled to receive and transfer, or procure the transfer of, the proceeds to you, less any and all costs, even if the quoted value of the PPH shares at JSE is less than ZAR 15 per PPH Share. The costs, price and execution risks of such sale are for the account of the Qualifying Ineligible Claimant.

Please note that the quoted value at JSE of the PPH Shares as at the Settlement Effective Date may be less than or greater than ZAR 15 per share and that, both before and after the Settlement Effective Date, the trading value of the PPH Shares can be expected to fluctuate. No representation is made as to what the value of the PPH Shares will be at the Settlement Effective Date, the time any PPH Shares are distributed for the benefit of the Distribution Creditors or any other time.

46. In which currency will I receive the cash portion of my Steinhoff MPC Settlement Payment Share?

To the extent you are entitled to a Steinhoff MPC Settlement Payment Share, you will receive the cash portion of your share in:

  • EUR, where your claim relates to SIHNV shares traded on the FSE; or
  • ZAR, where your claim relates to SIHPL shares or SIHNV shares traded on the JSE.


If your claim relates to Steinhoff Shares traded on both markets, you will receive a combination of both currencies, with the proportion of each currency calculated in accordance with the Steinhoff Allocation Plan.

47. Will I receive interest on my Steinhoff MPC Settlement Payment Share?

No. Any (statutory) interest accrued on your claim will not be taken into account and you will not receive compensation in respect of any interest.

Any negative interest accrued on the settlement funds that are kept by the SRF will be deducted from those funds. This means that the amount of the SoP Settlement Fund of which you may receive a proportionate share may be reduced, resulting in a lower Steinhoff MPC Settlement Payment Share.

48. Will I be permitted to sell the PPH Shares I receive under the Steinhoff Allocation Plan?

Yes. You will be free to sell (or to hold) PPH Shares received under the Steinhoff Allocation Plan.

49. Can I always expect a payment if I submit a Claim Form?

No. You may only receive a payment if you are an MPC Claimant and you submitted your claim in a timely manner and with sufficient supporting evidence. Even if you have an accepted MPC Relevant Claim, you will not receive a distribution if the aggregate of that distribution would be EUR 1 or less (or the equivalent in ZAR). The amount of such compensation will remain part of the SoP Settlement Fund and will be proportionally distributed to those MPC Claimants and SIHNV Contractual Claimants entitled to a payment exceeding EUR 1 in accordance with the SIHNV Composition Plan and/or SIHPL Section 155 Proposal.

50. Will any costs be deducted from my payment?

Yes. Any costs related to the distribution of your compensation (in cash and in shares) will be deducted from the SoP Settlement Fund. This relates to, for example, bank transfer costs, foreign exchange costs, broker costs, etc.

In addition, as mentioned above, any negative interest (if applicable) will also be deducted from the SoP Settlement Fund. In each case, this may reduce the amount available to be distributed to the MPC Claimants. The same applies to any decrease of the amount of the SoP Settlement Fund due to currency conversions (if any).

Finally, if the costs of the SRF for performing its tasks to implement the Steinhoff Group Settlement exceed or are anticipated to exceed its estimated budget, those costs in excess will also be deducted from the SoP Settlement Fund.

In summary, this means that the amount of your Steinhoff MPC Settlement Payment Share may not be the amount that you ultimately receive in your bank account.

51. When can I expect to receive my Steinhoff MPC Settlement Payment Share?

It is envisaged that the SRF will pay each eligible MPC Claimant (save for those with pending disputes in respect of their claims) its distribution entitlement as soon as reasonably practicable after the Bar Date once all MPC Claimants have been notified of their Claim Determination and the Claim Determinations have become final (meaning that the time to dispute the Claim Determinations has lapsed).

52. To which account will the payment be made?

The cash payment will be made directly into the account that you filled out on your Claim Form. If your bank account details have changed in the meantime, please contact the Claims Administrator as soon as possible. You bear the risk that any (payment) details are no longer up to date on the date of the payment.

If you have authorised a Claimant Representative to receive the payment on your behalf, your distribution entitlement will be transferred to the account provided by the Claimant Representative. Subject to certain conditions, your Claimant Representative may also authorise a third party to receive the payment on your behalf.

If you are eligible to receive and accept payment in PPH Shares, you are required to hold a South African CSD participant or brokers account in order to be able to receive those PPH Shares. The PPH Shares will be transferred directly into the securities account that you filled out on your Claim Form. If you do not hold a South African CSD participant or brokers account, and are eligible to hold PPH Shares, please indicate this in the relevant section of the Claim Form.

By indicating that you do not hold a South African CSD participant or brokers account, a securities account will be opened for you with the Computershare Central Securities Depository Participant (“CSDP”) by default (provided that you are a retail investor). This will enable you to receive your allotted PPH Shares. However, please note that you will not be permitted to trade (i.e. sell or transfer) in such PPH Shares until you have provided all relevant documentation requested by the CSDP. Upon allocation of the PPH Shares, the CSDP will communicate with you via the email address provided in the Claim Form in order to obtain the required documentation. If you do not provide the documentation requested by the CSDP, you may not be able to trade your PPH Share entitlement, nor will you be entitled to receive a greater portion of your settlement consideration in cash.

If you are an institutional investor and you do not hold a South African CSD participant or brokers account you will be required to appoint a broker and include their details in the relevant section of the Claim Form.