Steinhoff International Holdings N.V. in liquidatie (“Steinhoff”) and its subsidiaries implemented the WHOA Restructuring Plan and announced on 30 June 2023 that the Implementation Steps set out in clause 8 of the WHOA Restructuring Plan had been completed, including the transfer of all Investments and Group Services’ Debt to Steinhoff Topco B.V (“Topco”).
As part of the Restructuring Plan, substantially all of the assets, liabilities and contracts of Steinhoff were transferred to Topco prior to the dissolution of Steinhoff, pursuant to a business transfer agreement between Steinhoff and Topco, entered into on 29 June 2023 (the “BTA”). At the time of the BTA, Steinhoff held 100% of the issued and outstanding shares in the capital of Topco.
On 30 June 2023, and in accordance with the Restructuring Plan, Steinhoff sold and transferred all of the shares it held in the capital of Topco to five foundations (stichtingen), leading to Steinhoff losing its entire interest in Topco against release of certain Claims (as defined in the Restructuring Plan).
The purpose of the Restructuring Plan was to implement a transaction between Steinhoff and the Restructuring Plan Stakeholders that would create a stable platform across the Group to optimise the orderly, expeditious and value-enhancing monetisation of its assets for distribution to the Affected CPU Creditors and the repayment of the Group Services’ Debt.