Settlements Deloitte and D&O

Please click on the below options to review the terms of the D&O Insurers Market Purchase Offer and the Deloitte Market Purchase Offer.

D&O Insurers MPC terms

TERMS OF THE D&O INSURERS MARKET PURCHASE CLAIMANTS OFFER

We strongly recommend that you read Steinhoff’s recent press releases and the Proposals in their entirety for a full understanding of the Steinhoff global settlement proposal. The press releases can be found on the Updates and Press Releases and the Proposals on the Case Documents tab of this website. The contents of this page do not constitute legal advice. We recommend that you take independent legal advice about the risks of and the legal merits and the reasonableness of the D&O Insurers Market Purchase Claimants Offer and Deloitte Market Purchase Claimants Offer.

Introduction

1.1 Steinhoff International Holdings N.V. (“SIHNV”) and Steinhoff International Holdings Pty Ltd (“SIHPL”) have reached an agreement with certain insurance companies underwriting Steinhoff’s (primary and excess) Directors and Officers insurance policy (the “D&O Insurers”), certain former directors and officers who work, or have in any way worked, for or been associated with a current or former Steinhoff group company (the “Settling D&Os”) and Deloitte & Touche South Africa and Deloitte Accountants B.V. (the "Deloitte Firms").

1.2 The D&O Insurers, the Settling D&Os and the Deloitte Firms will support the proposed Steinhoff global settlement proposal. This means that the D&O Insurers, on behalf of the Settling D&Os, and the Deloitte Firms will offer additional compensation to certain eligible Steinhoff claimants, including the market purchase claimants (the “MPC Claimants”), 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, provided that certain conditions are met, including that SIHNV successfully completes the Dutch suspension of payments commenced on 15 February 2021 (the "Dutch SoP") and SIHPL successfully implements the proceedings pursuant to section 155 of the South African Companies Act (the "S155 Scheme") commenced on 19 January 2021. For further details on the operation of both schemes and the Steinhoff Group Settlement, please refer to the respective scheme Proposals on the Case Documents tab of this website.

Summary of the D&O Insurers MPC Claimants Offer

1.3 Provided that Steinhoff successfully completes the Dutch SoP and the S155 Scheme and certain other conditions are fulfilled, the D&O Insurers (on behalf of the Settling D&Os) have agreed to offer an amount of up to EUR 55.5 million for distribution to MPC Claimants 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 (the "D&O Insurers Settlement Fund").

1.4 The D&O Insurers Settlement Fund is comprised of two elements:

  1. an amount of up to EUR 43,500,000 (the “ACG Pot”) for distribution to MPC Claimants represented by one of the (up to 6) eligible active claimant groups (“ACGs”) that accede to the settlement agreement with D&O Insurers and the Settling D&Os (the “D&O ACG Agreement”); and
  2. an amount of up to EUR 12,000,000 (the “Non-ACG Pot”) for distribution to MPC Claimants who are not represented by an ACG or are represented by a claimant representative that did not accede to the D&O ACG Agreement.
  3. The ACG Pot and Non-ACG Pot are subject to an adjustment mechanism so that in certain circumstances monies can be moved between the pots as described in 1.18-1.22 below.

1.5 The D&O Insurers Settlement Fund is offered in accordance with the conditions described below and is subject to the terms of the Dutch SoP, the S155 Scheme, the Steinhoff Allocation Plan (and the deviations thereof as set out in Annex D to the D&O ACG Agreement), and the SRF Conditions (the “D&O Insurers Market Purchase Claimants Offer”).

1.6 The D&O Insurers and the Settling D&Os do not in any way admit liability for the losses incurred by Steinhoff, the MPC Claimants and/or Steinhoff’s other stakeholders as a result of the accounting irregularities at Steinhoff.

Who is eligible to receive the offer?

For additional information, please refer to the Steinhoff Allocation Plan.

1.7 If you are eligible to receive compensation from Steinhoff as a MPC Claimant, you will also be eligible to receive additional compensation in accordance with the D&O Insurers Market Purchase Claimants Offer. For additional information on eligibility and whether you have an eligible MPC Relevant Claim (as defined in the SIHNV Composition Plan and S155 Proposal) and qualify as a MPC Claimant, please refer to the Steinhoff Allocation Plan (you can find this in the Case Documents tab on this website) and the Allocation Plan Frequently Asked Questions.

1.8 You may be eligible to receive compensation if you have, or have validly acquired or been assigned, a Claim in relation to the Events and/or the Allegations, arising out of a purchase (as defined in the Steinhoff Allocation Plan) of:

  1. SIHNV shares listed on the JSE or FSE between 6 December 2015 c.o.b. and 5 December 2017 c.o.b. (even if the SIHNV Shares were not delivered to the purchaser’s securities account by 5 December 2017 c.o.b.), and holding those shares at 5 December 2017 c.o.b.; and/or
  2. SIHPL Shares listed on the JSE between 2 March 2009 o.o.b. and 6 December 2015 c.o.b. (which were subsequently converted to SIHNV Shares pursuant to the Scheme of Arrangement):
    1. even if such shares had not yet been delivered to the purchaser’s securities account by 6 December 2015 c.o.b., and holding such SIHNV shares at 5 December 2017 c.o.b.; or
    2. holding such SIHNV Shares until 5 December 2017 c.o.b. on the basis of the LIFO matching process described in par. 20 of the Steinhoff Allocation Plan; and
    with a positive Claim Value calculated in accordance with the Inflation Methodology (as set out in the Steinhoff Allocation Plan).

1.9 Provided you meet the above criteria, you are potentially eligible to receive compensation. Whether you are entitled to receive compensation from the ACG Pot or the Non-ACG Pot depends upon whether you are represented by, or have vested your interests in your MPC claims to, an ACG who acceded to the D&O ACG Agreement and such ACG has validly and timely submitted your claim on your behalf in accordance with the Proposals.

1.10 Please note that the compensation is payable subject to certain conditions and in consideration for certain releases and waivers 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. Please read the Proposals in full to make sure that you understand all conditions of the Steinhoff Group Settlement.

1.11 If compensation is payable, the timing of the distributions will be in accordance with the Steinhoff Allocation Plan.

Which pot may I be eligible to receive compensation from?

1.12 An eligible MPC Claimant is entitled to receive compensation from either the ACG Pot or the Non-ACG Pot. The allocation between these pots is based on the number of shares held by MPC Claimants represented by one of the 6 ACGs vs the approximate number of shares held by non-ACG MPC Claimants.

ACG Pot

1.13 From data provided by the ACGs, on 5 December 2017 c.o.b. approximately 2,069 million SIHNV shares (out of a total of approximately 2,850 million SIHNV shares) were held by all MPC Claimants represented by one of the 6 ACGs. This former figure is the aggregate of the asserted ACG shareholdings and each ACG represents MPC Claimants who own a portion of the total asserted shareholding. Based on the total asserted ACG shareholding, each ACG has been allocated a share of the available D&O Insurers Settlement Fund (based on each ACG’s asserted claim value) for potential distribution to all its constituents. As a result, the majority of the D&O Insurers Settlement Fund has been allocated to the ACG Pot.

1.14 D&O Insurers offered the ACG Pot to 6 ACGs:

  1. Burford Capital LLC (“Burford”);
  2. Deminor Recovery Services (Luxembourg) SA and DRS Belgium SRL (“Deminor”);
  3. Claims Funding Europe Ltd, Hamilton B.V. and Hamilton 2 B.V. (“Hamilton”);
  4. Innsworth Steinhoff Claim B.V., Innsworth Advisors Ltd and Innsworth Capital Limited (“Innsworth”);
  5. Alexander Reus, P.A. dba DRRT and DRRT Limited (“DRRT”);
  6. Grant & Eisenhofer P.A. (“G&E”)

1.15 You may be eligible to receive compensation from the ACG Pot if you are represented by, or have vested your interests in your MPC claim to, an ACG that has acceded to the D&O ACG Agreement in time and such ACG has validly submitted your MPC claim on your behalf and in accordance with the Proposal. Please speak to your ACG if you have any questions in this regard; to the extent you are represented or have vested your interest in your MPC claim, your MPC claim can only be filed through the relevant ACG.

Non-ACG Pot

1.16 You may be eligible to receive compensation from the Non-ACG Pot if:

  1. you are represented by, or have vested your interests in your MPC Claims to, a claimant representative that has not acceded to the D&O ACG Agreement in time. Please speak to your claimant representative if you have any questions in this regard; or
  2. you are not represented by and have not vested your interests in your MPC Claims to a claimant representative.

1.17 For the avoidance of doubt, Vereniging van Effectenbezitters (“VEB”), Stichting Steinhoff Investor Losses (“SSIL”), Lemstra van der Korst ("LvdK") and Lieff Cabraser Heimann & Bernstein ("Lieff Cabraser") are not ACGs and, consequently, members or partners of VEB or MPC Claimants represented by SSIL, LvdK and Lieff Cabraser are eligible to receive compensation from the Non-ACG Pot.

Circumstances in which sums may be transferred from the ACG Pot to the Non-ACG Pot, or vice versa

1.18 As described above, the D&O Insurers Settlement Fund is comprised of two elements:

  1. the ACG Pot: an amount of up to EUR 43,500,000; and
  2. the Non-ACG Pot: an amount of up to EUR 12,000,000.

1.19 In certain circumstances, such as an ACG not being able to prove that it represents claim value or End Holding (as defined in the Allocation Plan) of MPC Claimants it has asserted to represent, or an ACG not acceding to the D&O ACG Agreement, sums will be transferred between the pots to try and ensure as fair an allocation as possible e.g. if an ACG does not sign the D&O ACG Agreement, the sum allocated for its asserted constituents will be transferred from the ACG Pot to the Non-ACG Pot and can still be claimed by its constituents from the Non-ACG Pot.

1.20 A mechanism exists that will result in the transfer of sums from the ACG Pot to the Non-ACG Pot in the following circumstances (in accordance with the terms of the D&O ACG Agreement):

  1. If an ACG does not accede to the D&O ACG Agreement in time, the sum set aside for that ACG’s MPC Claimant constituents (based on the asserted claim value of each ACG) will be transferred from the ACG Pot to the Non-ACG Pot and that ACG’s MPC Claimant constituents may be eligible to receive compensation from the Non-ACG Pot.
  2. If an ACG does not validly file a claim form on behalf of all its asserted constituents in time and in accordance with the Proposals, the sum set aside for that ACG’s MPC Claimant constituents will be transferred from the ACG Pot to the Non-ACG Pot and that ACG’s MPC Claimant constituents may be eligible to receive compensation from the Non-ACG Pot.
  3. If an ACGs’ total MPC Claimant constituents’ verified shareholding (after review by the Claims Administrator, or if constituted, SRF of the evidence submitted to it) is less than 97.5% of its asserted shareholding, the sum allocated for that ACG’s constituents shall be reduced on a pro rata basis to a lower amount and the amount of the reduction shall be added to the Non-ACG Pot.

1.21 A mechanism exists that will result in the transfer of sums from the Non-ACG Pot to the ACG Pot if an ACGs’ total MPC Claimant constituents’ verified shareholding (after review by the Claims Administrator, or if constituted, SRF of evidence submitted to it) is greater than 102.5% of its asserted total MPC Claimant shareholding, the sum allocated for that ACG’s constituents shall be increased on a pro rata basis to a higher amount and the amount of the increase shall be deducted from the Non-ACG Pot.

1.22 Any sums that are unclaimed by eligible MPC Claimants from the Non-ACG Pot will be repaid by SRF to D&O Insurers in accordance with the D&O ACG Agreement.

How will individual claims be calculated?

1.23 The calculation of compensation for an MPC Claimant is based on the date Steinhoff shares were purchased (and sold). For more details about the methodology and calculations behind the compensation payments, please refer to the Steinhoff Allocation Plan (you can find this in the Case Documents tab on this website) and the Steinhoff Allocation Plan Frequently Asked Questions.

1.24 For the purposes of the D&O Insurers Market Purchase Claimants Offer, some deviations to the Steinhoff Allocation Plan will apply to reflect the fact that the share of compensation available to each MPC Claimant shall be calculated in accordance with the calculations detailed in Annex D to the D&O ACG Agreement.

1.25 Please note that the total amount of the D&O Insurers Market Purchase Claimants Offer available to MPC Claimants is unaffected by the deviation from the Steinhoff Allocation Plan referred to in the D&O ACG Agreement.

1.26 If you are represented by, or have vested your interests to, an ACG that has acceded to the D&O ACG Agreement, please speak to your claimant representative if you have any questions in this regard.

1.27 If you are not represented by, or have not vested your interests to, an ACG that has acceded to the D&O ACG Agreement then:

In provision 51 of the Steinhoff Allocation Plan, the formula for calculating the share of the D&O Insurers Non-ACG Pot to which a non-ACG MPC Claimant is entitled shall be replaced with the following formula (subject to 1.29 below):

  • A/(B+C) x DB where:
  • A = the Claim Value of an SIHNV MPC Claimant who qualifies as a non-ACG MPC Claimant
  • B= the total Claim Value of all Claims of MPC Claimants who qualify as a non-ACG MPC Claimant that are:
    1. submitted pursuant to Clause 7 of the SIHNV Composition Plan and/or Part B3 of the SIHPL Section 155 Proposal (as applicable) and in accordance with the SRF and Claims Administration Conditions, and
    2. accepted pursuant to Clause 8 of the SIHNV Composition Plan and/or Part B3 of the SIHPL Section 155 Proposal (as applicable).
  • C = the total Claim Value of all the Disputed Claims, which for each Disputed Claim will be the amount as asserted in accordance with the Valuation Principles or Rescission Methodology (as applicable).
  • DB = the total value of the Non-ACG Pot as it may have been adjusted pursuant to the terms of the D&O ACG Agreement.

1.28 Provisions 55 (excluding 55b) and 56 of the Steinhoff Allocation Plan are not applicable to the calculation of compensation for the purposes of D&O Insurers Market Purchase Claimants Offer.

Recovery rate cap

1.29 The amount of money that a non-ACG MPC Claimant will receive from the Non-ACG Pot will be the lower of the calculation based on the formula at 1.27.1 or the average recovery rate of MPC Claimants who receive a distribution from the ACG Pot (the ‘cap’). This average recovery rate will be calculated only after the calculations of the final distributions from the ACG Pot by SRF have taken place. Any amount which, absent the cap, would have been distributed to non-ACG MPC Claimants will be repaid by SRF to D&O Insurers.

Division between ACGs

1.30 The division of the ACG Pot between all ACGs’ MPC Claimant constituents is in accordance with the Steinhoff Allocation Plan, the asserted claim value of all ACG’s MPC Claimant constituents, and in accordance with the D&O ACG Agreement.

Cash only offer

1.31 Under the D&O Insurers Market Purchase Claimants Offer, MPC Claimants who are eligible to receive part of the D&O Insurers Settlement Fund will receive cash only.

Conditions for the D&O Insurers Market Purchase Claimants Offers

1.32 At present, 4 out of 6 ACGs (Burford, Deminor, Innsworth and DRRT) have signed the D&O ACG Agreement. D&O Insurers have exercised their discretion such that the D&O Insurers Market Purchase Claimants Offer to MPC Claimants became effective from 22 April 2021.

1.33 The D&O Insurers Market Purchase Claimants Offer to MPC Claimants is also conditional on the Settlement Effective Date having occurred. This is the date on which both the following dates have occurred: (i) the date on which judgment of confirmation of the SIHNV Composition Plan in the Dutch SoP has become final and unappealable and (ii) the date on which the S155 proposal in the S155 Scheme (a) has been sanctioned by the South African courts in a manner that is final and not subject to review or the like and (b) has been filed with the South African Companies and Intellectual Property Commission (please see the Important Dates and Deadlines tab of this website). The Settlement Effective Date must have occurred more than 30 days prior to 1 October 2022.

1.34 If you are an individual MPC Claimant not represented by an ACG that acceded to the D&O ACG Agreement in time, in order to be eligible to receive compensation under the D&O Insurers Market Purchase Claimants Offer, you must:

  1. file and submit a claim form with the required documentation via the File Claim tab of this website, in which the option to accept the D&O Insurers Market Purchase Claimants Offer has been selected;
  2. give the waivers, releases and covenants set out in section 3 of Annex Part 1 of the claim form by selecting the option to accept the D&O Insurers Market Purchase Claimants Offer; and
  3. have been accepted by the Claims Administrator, or if constituted, SRF as an MPC Claimant with an MPC Relevant Claim (as defined in the SIHNV Composition Plan or SIHPL SI55 Proposal).

1.35 If you are represented by, or have vested your interests in your MPC Claims to, an ACG or other representative, please speak to your representative in respect of completing a claim form on your behalf. If your representative is completing and filing a claim form on your behalf, you do not have to file a separate claim form. In order for you to be eligible to receive compensation from the ACG Pot, your MPC claim must validly and timely be submitted in accordance with the Proposal on your behalf by an ACG that has acceded in time to the D&O ACG Agreement.

1.36 For the avoidance of doubt, if an MPC Claimant chooses not to accept the D&O Insurers Market Purchase Claimants Offer in the claim form, the MPC Claimant shall not be entitled to receive any distribution from the D&O Insurers Settlement Fund. The Voting Deadline Date (the date by which SIHPL MPC Claimants wishing to vote must file their claims) is 5 May 2021; the D&O Insurers Settlement Fund will only be available if sufficient votes are received such that SIHNV successfully completes the Dutch SoP and SIHPL successfully implements the S155 Scheme. Therefore, if you intend to vote in favour, submitting your claim form prior to 5 May 2021 will increase the likelihood of the Dutch SoP and SIHPL S155 Scheme succeeding and therefore the D&O Insurers Settlement Fund being available to eligible MPC Claimants.

Scope of waivers, releases and covenants to be given by MPC Claimants

1.37 The waivers, releases and covenants to be given by MPC Claimants in order to be eligible to receive compensation are described in detail in section 3 of Annex Part 1 of the claim form. Participating MPC Claimants will fully, finally and irrevocably and on a several basis:

  1. waive any and all of their rights and Claims in any jurisdiction against any D&O Beneficiaries; and
  2. release (verlenen finale kwijting) the D&O Beneficiaries from any Liability,

in respect of:

  1. any matters, whether known or unknown related to or in connection with (directly or indirectly) the Events and/or the Allegations;
  2. any matters, facts and circumstances, directly or indirectly, whether known or unknown, that have occurred after 5 December 2017, save for fraud and misconduct.

The terms Claims, D&O Beneficiaries, Liability, Events and Allegations in this 1.37 have the same meaning as in the Claim Form. For the avoidance of any doubt D&O Beneficiaries includes all former directors and officers and other personnel who work, or have in any way worked for or been associated with a current or former Steinhoff group company.

Mechanics of making a Claim

1.38 Steinhoff and the D&O Insurers have agreed that MPC Claimants the ACGs or their other representatives who wish to apply to receive a part of the D&O Insurers Settlement Fund must use the same claim form as for submitting their claims against SIHNV in the Dutch SoP and against SIHPL in the S155 Scheme.

1.39 In order to apply for the D&O Insurers Market Purchase Claimants Offer, in the individual claim form, each ACG, representative or individual MPC Claimant (as applicable) must expressly state that it accepts the D&O Insurers Market Purchase Claimants Offer by ticking the relevant box. In doing so, it will:

  1. expressly state that it applies to receive additional compensation from the D&O Insurers Settlement Fund; and
  2. expressly provide the waivers and releases and covenants set out in section 3 of Annex Part 1 of the claim form.

If this box has not been ticked in the claim form, the applicant is not entitled to receive any additional compensation from the D&O Insurers Market Purchase Claimants Offer.

The claim form can be found here:

kccsecure.com/steinhoffsettlement/Claim

1.40 Please refer to the Frequently Asked Questions tab of this website for any queries in relation to the SRF, the Steinhoff Allocation Plan, how your claim should be made, how your claim will be calculated, and how your claim will be paid if successful.

1.41 Please refer to the claim form for further guidance and information, including details of jurisdiction and governing law.

1.42 Please make sure that you have received independent legal advice about the risks of and the legal merits and the reasonableness of the D&O Insurers Market Purchase Claimants Offer.

Other offers being made

ACG Cost Compensation

1.43 Pursuant to arrangements between the D&O Insurers and the ACGs, and provided that Steinhoff successfully completes the Dutch SoP and the S155 Scheme and certain other conditions are fulfilled, the ACGs that accept the D&O Insurers Market Purchase Claimants Offer will collectively be entitled to receive cost compensation from D&O Insurers (on behalf of the Settling D&Os) of up to EUR 6.5 million. This offer of cost compensation is incremental to, and does not dilute, the compensation offers made by D&O Insurers (on behalf of the Settling D&Os) to MPC Claimants and is offered in recognition of (i) the ACGs’ considerable efforts and costs incurred in their engagement with the D&O Insurers in negotiating, drafting and finalising the settlements with them and interactions with the MPC Claimants in their respective constituencies (“Constituents”), (ii) the ACGs’ assistance with the submission of claims by or on behalf of their respective Constituents in respect of the D&O Insurers Market Purchase Claimants Offer, and (iii) the costs associated with the administrative support provided by the ACGs in the implementation of these offers.

Eligible Contractual Claimants

1.44 Provided that Steinhoff successfully completes the Dutch SoP and the S155 Scheme and certain other conditions are fulfilled, the D&O Insurers and the Settling D&Os have further agreed to offer an amount of up to EUR 15 million for distribution to certain contractual claimants. Eligible Contractual Claimants will receive individual notices from Steinhoff setting out the procedure by which they can apply to receive a share of the offered amount. These sums are not available to anyone who is an eligible MPC Claimant.

SRF Costs Contribution

1.45 D&O Insurers will contribute up to EUR 1.1 million to the SRF, as well as incremental claims administration costs (incl. VAT) for implementation of the D&O settlement.

Summary of D&O Market Purchase Claimants Offer and Other Offers

In summary, D&O Insurers are offering the following sums:

ACG MPCs Up to EUR 43.5 million to be paid out on a claims filed and acknowledged basis only
ACG Cost Compensation Up to EUR 6.5 million, subject to timely acceptance of the D&O Insurers Market Purchase Claimants Offer and conditions agreed between the ACGs and D&O Insurers
Non-ACG MPCs Up to EUR 12 million to be paid out on a claims filed and acknowledged basis only
Contractual Claimants Up to EUR 15 million
SRF Costs Contribution Up to EUR 1.1 million plus incremental claims administration costs (incl. VAT) for D&O settlement implementation

1 The Settling D&Os include: S. Booysen, D. Brink, C. Daun, H. Ferreira, T. Guibert, D. Konar, A. Krüger- Steinhoff, (heirs of) M. Lategan, J. Mouton, J. Nel, H. Odendaal, D. Schreiber, F. Sonn, H. Sonn, B. Steinhoff, P. van den Bosch, D. van der Merwe, J. van Zyl, C. Wiese and J. Wiese. For the avoidance of doubt, the Settling D&Os do not include M. Jooste, B. La Grange, S. Grobler and S. Schmidt.
2 To date the following ACGs have acceded: Burford, Deminor, Innsworth and DRRT (each as defined in par. 1.14).

Deloitte MPC terms

TERMS OF THE DELOITTE MARKET PURCHASE CLAIMANTS OFFER

We strongly recommend that you read Steinhoff’s recent press releases and the Proposals in their entirety for a full understanding of the Steinhoff global settlement proposal. The press releases can be found on the Updates and Press Releases and the Proposals on the Case Documents tab of this website. The contents of this page do not constitute legal advice. We recommend that you take independent legal advice about the risks of and the legal merits and the reasonableness of the D&O Insurers Market Purchase Claimants Offer and Deloitte Market Purchase Claimants Offer.

Introduction

1.1 Steinhoff International Holdings N.V. (“SIHNV”) and Steinhoff International Holdings Pty Ltd (“SIHPL”) have reached an agreement with certain insurance companies underwriting Steinhoff’s (primary and excess) Directors and Officers insurance policy (the “D&O Insurers”), certain former directors and officers who work, or have in any way worked, for or been associated with a current or former Steinhoff group company (the “Settling D&Os”)1 and Deloitte & Touche South Africa and Deloitte Accountants B.V. (the "Deloitte Firms").

1.2 The D&O Insurers, the Settling D&Os and the Deloitte Firms will support the proposed Steinhoff global settlement proposal. This means that the D&O Insurers, on behalf of the Settling D&Os, and the Deloitte Firms will offer additional compensation to certain eligible Steinhoff claimants, including the market purchase claimants (the “MPC Claimants”), 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, provided that certain conditions are met, including that SIHNV successfully completes the Dutch suspension of payments commenced on 15 February 2021 (the "Dutch SoP") and SIHPL successfully implements the proceedings pursuant to section 155 of the South African Companies Act (the "S155 Scheme") commenced on 19 January 2021. For further details on the operation of both schemes and the Steinhoff Group Settlement, please refer to the respective scheme Proposals on the Case Documents tab of this website.

Summary of the Deloitte MPC Claimants Offer

1.3 Provided that Steinhoff successfully completes the Dutch SoP and the S155 Scheme and certain other conditions are fulfilled, the Deloitte Firms have agreed to offer an amount of up to EUR 55.34 million for distribution to MPC Claimants in exchange for certain waivers and releases (the "Deloitte Settlement Fund").

1.4 The Deloitte Settlement Fund is comprised of two elements:

  1. an amount of up to EUR 43,000,000 (the “ACG Pot”) for distribution to MPC Claimants represented by one of the (up to 6) eligible active claimant groups (“ACGs”) that accede to the settlement agreement with the Deloitte Firms (the “Deloitte ACG Agreement”); and
  2. an amount of up to EUR 12,340,000 (the “Non-ACG Pot”) for distribution to MPC Claimants who are not represented by an ACG or are represented by a claimant representative that did not accede to the Deloitte ACG Agreement.
  3. The ACG Pot and Non-ACG Pot are subject to an adjustment mechanism so that in certain circumstances monies can be moved between the pots as described in 1.18-1.22 below.

1.5 The Deloitte Settlement Fund is offered in accordance with the conditions described below and is subject to the terms of the Dutch SoP, the S155 Scheme, the Steinhoff Allocation Plan (and the deviations thereof as set out in Annex D to the Deloitte ACG Agreement), and the SRF Conditions (the “Deloitte Market Purchase Claimants Offer”).

1.6 The Deloitte Firms do not in any way admit liability for the losses incurred by Steinhoff, the MPC Claimants and/or Steinhoff’s other stakeholders as a result of the accounting irregularities at Steinhoff.

Who is eligible to receive the offer?

For additional information, please refer to the Steinhoff Allocation Plan.

1.7 If you are eligible to receive compensation from Steinhoff as a MPC Claimant, you will also be eligible to receive additional compensation in accordance with the Deloitte Market Purchase Claimants Offer. For additional information on eligibility and whether you have an eligible MPC Relevant Claim (as defined in the SIHNV Composition Plan and S155 Proposal) and qualify as a MPC Claimant, refer to the Steinhoff Allocation Plan (you can find this in the Case Documents tab on this website) and the Allocation Plan Frequently Asked Questions.

1.8 You may be eligible to receive compensation if you have, or have validly acquired or been assigned, a Claim in relation to the Events and/or the Allegations, arising out of a purchase (as defined in the Steinhoff Allocation Plan) of:

  1. SIHNV shares listed on the JSE or FSE between 6 December 2015 c.o.b. and 5 December 2017 c.o.b. (even if the SIHNV Shares were not delivered to the purchaser’s securities account by 5 December 2017 c.o.b.), and holding those shares at 5 December 2017 c.o.b.; and/or
  2. SIHPL Shares listed on the JSE between 2 March 2009 o.o.b. and 6 December 2015 c.o.b. (which were subsequently converted to SIHNV Shares pursuant to the Scheme of Arrangement):
    1. even if such shares had not yet been delivered to the purchaser’s securities account by 6 December 2015 c.o.b., and holding such SIHNV shares at 5 December 2017 c.o.b.; or
    2. holding such SIHNV Shares until 5 December 2017 c.o.b. on the basis of the LIFO matching process described in par. 20 of the Steinhoff Allocation Plan; and
    with a positive Claim Value calculated in accordance with the Inflation Methodology (as set out in the Steinhoff Allocation Plan).

1.9 Provided you meet the above criteria, you are potentially eligible to receive compensation. Whether you are entitled to receive compensation from the ACG Pot or the Non-ACG Pot depends upon whether you are represented by, or have vested your interests in your MPC claims to, an ACG who acceded to the Deloitte ACG Agreement and such ACG has validly and timely submitted your claim on your behalf in accordance with the Proposals.

1.10 Please note that the compensation is payable subject to certain conditions and in consideration for certain releases and waivers. Please read the Proposals in full to make sure that you understand all conditions of the Steinhoff Group Settlement.

1.11 If compensation is payable, the timing of the distributions will be in accordance with the Steinhoff Allocation Plan.

Which pot may I be eligible to receive compensation from?

1.12 An eligible MPC Claimant is entitled to receive compensation from either the ACG Pot or the Non-ACG Pot. The allocation between these pots is based on the number of shares held by MPC Claimants represented by one of the 6 ACGs vs the approximate number of shares held by non-ACG MPC Claimants.

ACG Pot

1.13 From data provided by the ACGs, on 5 December 2017 c.o.b. approximately 2,069 million SIHNV shares (out of a total of approximately 2,850 million SIHNV shares) were held by all MPC Claimants represented by one of the 6 ACGs. This former figure is the aggregate of the asserted ACG shareholdings and each ACG represents MPC Claimants who own a portion of the total asserted shareholding. Based on the total asserted ACG shareholding, each ACG has been allocated a share of the available Deloitte Settlement Fund (based on each ACG’s asserted claim value) for potential distribution to all its constituents. As a result, the majority of the Deloitte Settlement Fund has been allocated to the ACG Pot.

1.14 The Deloitte Firms offered the ACG Pot to 6 ACGs:

  1. Burford Capital LLC (“Burford”);
  2. Deminor Recovery Services (Luxembourg) SA and DRS Belgium SRL (“Deminor”);
  3. Claims Funding Europe Ltd, Hamilton B.V. and Hamilton 2 B.V. (“Hamilton”);
  4. Innsworth Steinhoff Claim B.V., Innsworth Advisors Ltd and Innsworth Capital Limited (“Innsworth”);
  5. Alexander Reus, P.A. dba DRRT and DRRT Limited (“DRRT”);
  6. Grant & Eisenhofer P.A. (“G&E”)

1.15 You may be eligible to receive compensation from the ACG Pot if you are represented by, or have vested your interests in your MPC claim to, an ACG that has acceded to the Deloitte ACG Agreement in time and such ACG has validly submitted your MPC claim on your behalf and in accordance with the Proposal. Please speak to your ACG if you have any questions in this regard; to the extent you are represented or have vested your interest in your MPC claim, your MPC claim can only be filed through the relevant ACG.

Non-ACG Pot

1.16 You may be eligible to receive compensation from the Non-ACG Pot if:

  1. you are represented by, or have vested your interests in your MPC Claims to, a claimant representative that has not acceded to the Deloitte ACG Agreement in time. Please speak to your claimant representative if you have any questions in this regard; or
  2. you are not represented by and have not vested your interests in your MPC Claims to a claimant representative.

1.17 For the avoidance of doubt, Vereniging van Effectenbezitters (“VEB”), Stichting Steinhoff Investor Losses (“SSIL”), Lemstra van der Korst ("LvdK") and Lieff Cabraser Heimann & Bernstein ("Lieff Cabraser") are not ACGs and, consequently, members or partners of VEB or MPC Claimants represented by SSIL, LvdK and Lieff Cabraser are eligible to receive compensation from the Non-ACG Pot.

Circumstances in which sums may be transferred from the ACG Pot to the Non-ACG Pot, or vice versa

1.18 As described above, the Deloitte Settlement Fund is comprised of two elements:

  1. the ACG Pot: an amount of up to EUR 43,000,000; and
  2. the Non-ACG Pot: an amount of up to EUR 12,340,000.

1.19 In certain circumstances, such as an ACG not being able to prove that it represents claim value or End Holding (as defined in the Allocation Plan) of MPC Claimants it has asserted to represent, or an ACG not acceding to the Deloitte ACG Agreement, sums will be transferred between the pots to try and ensure as fair an allocation as possible e.g. if an ACG does not sign the Deloitte ACG Agreement, the sum allocated for its asserted constituents will be transferred from the ACG Pot to the Non-ACG Pot and can still be claimed by its constituents from the Non-ACG Pot.

1.20 A mechanism exists that will result in the transfer of sums from the ACG Pot to the Non-ACG Pot in the following circumstances (in accordance with the terms of the Deloitte ACG Agreement):

  1. If an ACG does not accede to the Deloitte ACG Agreement in time, the sum set aside for that ACG’s MPC Claimant constituents (based on the asserted claim value of each ACG) will be transferred from the ACG Pot to the Non-ACG Pot and that ACG’s MPC Claimant constituents may be eligible to receive compensation from the Non-ACG Pot.
  2. If an ACG does not validly file a claim form on behalf of all its asserted constituents in time and in accordance with the Proposals, the sum set aside for that ACG’s MPC Claimant constituents will be transferred from the ACG Pot to the Non-ACG Pot and that ACG’s MPC Claimant constituents may be eligible to receive compensation from the Non-ACG Pot.
  3. If an ACGs’ total MPC Claimant constituents’ verified shareholding (after review by the Claims Administrator, or if constituted, SRF of the evidence submitted to it) is less than 97.5% of its asserted shareholding, the sum allocated for that ACG’s constituents shall be reduced on a pro rata basis to a lower amount and the amount of the reduction shall be added to the Non-ACG Pot.

1.21 A mechanism exists that will result in the transfer of sums from the Non-ACG Pot to the ACG Pot if an ACGs’ total MPC Claimant constituents’ verified shareholding (after review by the Claims Administrator, or if constituted, SRF of evidence submitted to it) is greater than 102.5% of its asserted total MPC Claimant shareholding, the sum allocated for that ACG’s constituents shall be increased on a pro rata basis to a higher amount and the amount of the increase shall be deducted from the Non-ACG Pot.

1.22 Any sums that are unclaimed by eligible MPC Claimants from the Non-ACG Pot will be repaid by SRF to the Deloitte Firms in accordance with the Deloitte ACG Agreement.

How will individual claims be calculated?

1.23 The calculation of compensation for an MPC Claimant is based on the date Steinhoff shares were purchased (and sold). For more details about the methodology and calculations behind the compensation payments, please refer to the Steinhoff Allocation Plan (you can find this in the Case Documents tab on this website) and the Steinhoff Allocation Plan Frequently Asked Questions.

1.24 For the purposes of the Deloitte Market Purchase Claimants Offer, some deviations to the Steinhoff Allocation Plan will apply to reflect the fact that the share of compensation available to each MPC Claimant shall be calculated in accordance with the calculations detailed in Annex D to the Deloitte ACG Agreement.

1.25 Please note that the total amount of the Deloitte Market Purchase Claimants Offer available to MPC Claimants is unaffected by the deviation from the Steinhoff Allocation Plan referred to in the Deloitte ACG Agreement.

1.26 If you are represented by, or have vested your interests to, an ACG that has acceded to the Deloitte ACG Agreement, please speak to your claimant representative if you have any questions in this regard.

1.27 If you are not represented by, or have not vested your interests to, an ACG that has acceded to the Deloitte ACG Agreement then:

In provision 51 of the Steinhoff Allocation Plan, the formula for calculating the share of the Deloitte Non-ACG Pot to which a non-ACG MPC Claimant is entitled shall be replaced with the following formula (subject to 1.29 below):

  • A/(B+C) x DB where:
  • A = the Claim Value of an SIHNV MPC Claimant who qualifies as a non-ACG MPC Claimant
  • B= the total Claim Value of all Claims of MPC Claimants who qualify as a non-ACG MPC Claimant that are:
    1. submitted pursuant to Clause 7 of the SIHNV Composition Plan and/or Part B3 of the SIHPL Section 155 Proposal (as applicable) and in accordance with the SRF and Claims Administration Conditions, and
    2. accepted pursuant to Clause 8 of the SIHNV Composition Plan and/or Part B3 of the SIHPL Section 155 Proposal (as applicable).
  • C = the total Claim Value of all the Disputed Claims, which for each Disputed Claim will be the amount as asserted in accordance with the Valuation Principles or Rescission Methodology (as applicable).
  • DB = the total value of the Non-ACG Pot as it may have been adjusted pursuant to the terms of the Deloitte ACG Agreement.

1.28 Provisions 55 (excluding 55b) and 56 of the Steinhoff Allocation Plan are not applicable to the calculation of compensation for the purposes of Deloitte Market Purchase Claimants Offer.

Recovery rate cap

1.29 The amount of money that a non-ACG MPC Claimant will receive from the Non-ACG Pot will be the lower of the calculation based on the formula at 1.27.1 or the average recovery rate of MPC Claimants who receive a distribution from the ACG Pot (the ‘cap’). This average recovery rate will be calculated only after the calculations of the final distributions from the ACG Pot by SRF have taken place. Any amount which, absent the cap, would have been distributed to non-ACG MPC Claimants will be repaid by SRF to the Deloitte Firms.

Division between ACGs

1.30 The division of the ACG Pot between all ACGs’ MPC Claimant constituents is in accordance with the Steinhoff Allocation Plan, the asserted claim value of all ACG’s MPC Claimant constituents, and in accordance with the Deloitte ACG Agreement.

Cash only offer

1.31 Under the Deloitte Market Purchase Claimants Offer, MPC Claimants who are eligible to receive part of the Deloitte Settlement Fund will receive cash only.

Conditions for the Deloitte Market Purchase Claimants Offers

1.32 At present, 4 out of 6 ACGs (Burford, Deminor, Innsworth and DRRT) have signed the Deloitte ACG Agreement. The Deloitte Firms have exercised their discretion such that the Deloitte Market Purchase Claimants Offer to MPC Claimants became effective from 2 April 2021.

1.33 The Deloitte Market Purchase Claimants Offer to MPC Claimants is also conditional on the Settlement Effective Date having occurred. This is the date on which both the following dates have occurred: (i) the date on which judgment of confirmation of the SIHNV Composition Plan in the Dutch SoP has become final and unappealable and (ii) the date on which the S155 proposal in the S155 Scheme (a) has been sanctioned by the South African courts in a manner that is final and not subject to review or the like and (b) has been filed with the South African Companies and Intellectual Property Commission (please see the Important Dates and Deadlines tab of this website). The Settlement Effective Date must have occurred more than 30 days prior to 1 October 2022.

1.34 If you are an individual MPC Claimant not represented by an ACG that acceded to the Deloitte ACG Agreement in time, in order to be eligible to receive compensation under the Deloitte Market Purchase Claimants Offer, you must:

  1. file and submit a claim form with the required documentation via the File Claim tab of this website, in which the option to accept the Deloitte Market Purchase Claimants Offer has been selected;
  2. give the waivers, releases and covenants set out in section 3 of Annex Part 1 of the claim form by selecting the option to accept the Deloitte Market Purchase Claimants Offer; and
  3. have been accepted by the Claims Administrator, or if constituted, SRF as an MPC Claimant with an MPC Relevant Claim (as defined in the SIHNV Composition Plan or SIHPL SI55 Proposal).

1.35 If you are represented by, or have vested your interests in your MPC Claims to, an ACG or other representative, please speak to your representative in respect of completing a claim form on your behalf. If your representative is completing and filing a claim form on your behalf, you do not have to file a separate claim form. In order for you to be eligible to receive compensation from the ACG Pot, your MPC claim must validly and timely be submitted in accordance with the Proposal on your behalf by an ACG that has acceded in time to the Deloitte ACG Agreement.

1.36 For the avoidance of doubt, if an MPC Claimant chooses not to accept the Deloitte Market Purchase Claimants Offer in the claim form, the MPC Claimant shall not be entitled to receive any distribution from the Deloitte Settlement Fund. The Voting Deadline Date (the date by which SIHPL MPC Claimants wishing to vote must file their claims) is 5 May 2021; the Deloitte Settlement Fund will only be available if sufficient votes are received such that SIHNV successfully completes the Dutch SoP and SIHPL successfully implements the S155 Scheme. Therefore, if you intend to vote in favour, submitting your claim form prior to 5 May 2021 will increase the likelihood of the Dutch SoP and SIHPL S155 Scheme succeeding and therefore the Deloitte Settlement Fund being available to eligible MPC Claimants.

Scope of waivers, releases and covenants to be given by MPC Claimants

1.37 The waivers, releases and covenants to be given by MPC Claimants in order to be eligible to receive compensation are described in detail in section 3 of Annex Part 1 of the claim form. Participating MPC Claimants will fully, finally and irrevocably and on a several basis:

  1. waive any and all of their rights and Claims in any jurisdiction against any Deloitte Beneficiaries; and
  2. release (verlenen finale kwijting) the Deloitte Beneficiaries from any Liability,
in respect of:
  1. any matters, whether known or unknown related to or in connection with (directly or indirectly) the Events and/or the Allegations;
  2. any matters, facts and circumstances, directly or indirectly, whether known or unknown, that have occurred after 5 December 2017, save for fraud and misconduct.

The terms Claims, Deloitte Beneficiaries, Liability, Events and Allegations in this 1.37 have the same meaning as in the Claim Form. For the avoidance of any doubt Deloitte Beneficiaries includes Deloitte Firms and Deloitte Touche Tohmatsu Limited and any other firm which is a member or affiliate of the Deloitte Touche Tohmatsu Limited network of firms and any of their current and former partners, principals, shareholders, auditors, direct or indirect holding company (or companies), and direct or indirect Subsidiaries, affiliates, members, partners, employees, officers and directors (managing or supervisory) of any of the aforementioned entities and their respective successors in title and assigns.

Mechanics of making a Claim

1.38 Steinhoff and the Deloitte Firms have agreed that MPC Claimants the ACGs or their other representatives who wish to apply to receive a part of the Deloitte Settlement Fund must use the same claim form as for submitting their claims against SIHNV in the Dutch SoP and against SIHPL in the S155 Scheme.

1.39 In order to apply for the Deloitte Market Purchase Claimants Offer, in the individual claim form, each ACG, representative or individual MPC Claimant (as applicable) must expressly state that it accepts the Deloitte Market Purchase Claimants Offer by ticking the relevant box. In doing so, it will:

  1. expressly state that it applies to receive additional compensation from the Deloitte Settlement Fund; and
  2. expressly provide the waivers and releases and covenants set out in section 3 of Annex Part 1 of the claim form.

If this box has not been ticked in the claim form, the applicant is not entitled to receive any additional compensation from the Deloitte Market Purchase Claimants Offer.

The claim form can be found here:

kccsecure.com/steinhoffsettlement/Claim

1.40 Please refer to the Frequently Asked Questions tab of this website for any queries in relation to the SRF, the Steinhoff Allocation Plan, how your claim should be made, how your claim will be calculated, and how your claim will be paid if successful.

1.41 Please refer to the claim form for further guidance and information, including details of jurisdiction and governing law.

1.42 Please make sure that you have received independent legal advice about the risks of and the legal merits and the reasonableness of the Deloitte Market Purchase Claimants Offer.

Other offers being made

ACG Cost Compensation

1.43 Pursuant to arrangements between the Deloitte Firms and the ACGs, and provided that Steinhoff successfully completes the Dutch SoP and the S155 Scheme and certain other conditions are fulfilled, the ACGs that accept the Deloitte Market Purchase Claimants Offer will collectively be entitled to receive cost compensation from the Deloitte Firms of up to EUR 6.5 million. This offer of cost compensation is incremental to, and does not dilute, the compensation offers made by the Deloitte Firms to MPC Claimants and is offered in recognition of (i) the ACGs’ considerable efforts and costs incurred in their engagement with the Deloitte Firms in negotiating, drafting and finalising the settlements with them and interactions with the MPC Claimants in their respective constituencies (“Constituents”), (ii) the ACGs’ assistance with the submission of claims by or on behalf of their respective Constituents in respect of the Deloitte Market Purchase Claimants Offer, and (iii) the costs associated with the administrative support provided by the ACGs in the implementation of these offers.

Eligible Contractual Claimants

1.44 Provided that Steinhoff successfully completes the Dutch SoP and the S155 Scheme and certain other conditions are fulfilled, the Deloitte Firms have further agreed to offer an amount of up to EUR 15 million for distribution to certain contractual claimants. Eligible Contractual Claimants will receive individual notices from Steinhoff setting out the procedure by which they can apply to receive a share of the offered amount. These sums are not available to anyone who is an eligible MPC Claimant.

SRF Costs Contribution

1.45 The Deloitte Firms will contribute up to EUR 1.1 million to the SRF, as well as incremental claims administration costs (incl. VAT) for implementation of the Deloitte settlement.

Summary of Deloitte Market Purchase Claimants Offer and Other Offers

In summary, Deloitte are offering the following sums:

ACG MPCs Up to EUR 43 million to be paid out on a claims filed and acknowledged basis only
ACG Cost Compensation Up to EUR 6.5 million, subject to timely acceptance of the Deloitte Market Purchase Claimants Offer and conditions agreed between the ACGs and the Deloitte Firms
Non-ACG MPCs Up to EUR 12.34 million to be paid out on a claims filed and acknowledged basis only
Contractual Claimants Up to EUR 15 million
SRF Costs Contribution Up to EUR 1.1 million plus incremental claims administration costs (incl. VAT) for Deloitte settlement implementation

1 The Settling D&Os include: S. Booysen, D. Brink, C. Daun, H. Ferreira, T. Guibert, D. Konar, A. Krüger- Steinhoff, (heirs of) M. Lategan, J. Mouton, J. Nel, H. Odendaal, D. Schreiber, F. Sonn, H. Sonn, B. Steinhoff, P. van den Bosch, D. van der Merwe, J. van Zyl, C. Wiese and J. Wiese. For the avoidance of doubt, the Settling D&Os do not include M. Jooste, B. La Grange, S. Grobler and S. Schmidt.
2 To date the following ACGs have acceded: Burford, Deminor, Innsworth and DRRT (each as defined in par. 1.14).