Dear Louis Du Preez, dear Theodore de Klerk, dear Moira Moses, dear Peter Wakkie, dear Paul Copley, dear Hugo Nelson, dear David Pauker, dear Alexandra Watson, dear ladies and gentleman of Investor Relations,
(cc: poststelle@bafin.de; poststelle-ffm@bafin.de)
I am a long-time shareholder of the group. Your disclosure of inside information regarding proposals to extend upcoming maturities of the group service debt stroke me like a bold out of the blue. The last bolt over the sky of Steinhoff led to court proceedings, insolvency proceedings (SoP, S155) and the uprising of the shoe retailer. Perhaps, it is an iron law that a bolt over the sky of Steinhoff leads to an insolvency proceeding and court proceedings – you can prevent that.
In late August you emphasised again how grateful you are for the continuing support of the shareholders. There is nothing of it left in your last annoucement, not only in terms of content, but also in the way you communicate.
The shareholders are the owners of the company and in the light of that I demand for my sake and for the sake of the other shareholders to clarify the proposal from Thursday. If you formulate the messages more clearly in the future, you will avoid irritations. Here is a first example of how you evoke massive irritations: The company has a primary listing on the Frankfurt Stock Exchange and in virtue of that the company falls under the German law (Wertpapiererwerbs- und Übernahmegesetz; WpÜG) The WpÜG knows different schemes of how a company could be delisted:
- purchase bid (Erwerbsangebot)
- purchase bid with the intention of delisting (Delisting-Erwerbsangebot )
- take-over bid (Übernahmeangebot)
- mandatory offer (Pflichtangebot)
- Delisting
At no point you do reveal which scheme is being targeted. Rather, the proposal outlined in the disclosure of inside information contradicts (!) – in the presented way – the legal basis. Please clarify how your outlined proposal is meant. Otherwise, I have to assume deliberate deception.
The contemplated equity re-organisation of the group is the key point of information for all shareholders for a fact-based decision and on this point you are more than vague.
My “support” as a shareholder should look like the following: I should dispossess myself. In return of my good deed I get 20 % of a goodie bag. But the goodie bag is a black box. I do not know how big the bag will be, where it will be, what structure it has – the only thing I know there will be the same (more or less) CPUs in it. Sorry, the outlook looks like the promised paradise of a mediocre priest: be sure, there will be something, aye something.
So if you are sincerely grateful I urge you to give the shareholders sufficient information about the contemplated equity re-organisation of the group. I do not think you have no scheme. Maybe you have several schemes in mind – so tell the shareholders what options are on the table (as you have done in the process of the global settlement). You do not know what I am talking about here are some hints:
- Where is the ultimate holding company coming from? How will it fit in the group structure? Would it be a new foundation or a result of a merger for example of SIHNV and the IBEX Retail?
- What kind(s) of equity instruments do you have in mind (in the case of the 20 %)? Will they be preference shares (In this case you could convince the shareholders with a small guaranteed annual dividend as it is the case with SIHL or with guaranteed voting rights – both are key features for enabling a sell of the equity instruments at the off market, without the possibility of a sale, the equity instruments are almost worthless)
- What is happening with the CPU guarantees of the SIHNV and SIHPL - are there any expected effects on equity in this respect?
- In some passages you are speaking of the equity in cash and in others you are speaking of (equity) in economic interests. However, the value of a company is neither only measured in terms of its economic interests nor in terms of its equity in cash, but in terms of fixed assets (and its equity in cash, …). Thus, you provoke ambiguous interpretations regarding the equity structure of the new company. This is no sufficient information regarding such an enormous restructuring of the Group to make a fact-based decision.
I am in direct contact with other shareholders. The ill-communicated proposal evokes massive irritations by them. For example, there is the following interpretation of the proposal:
The financial creditors will receive 80 % (100 % voting rights) of a new company without assumption of debts and without participation in outside/debt capital. The only consideration for the shares is the extension of the debt. On the other side shareholders will receive 20 % (0 % voting rights) of a new company and they will have to bear the full risk as they are receiving an equity instrument which consists to 100 % of outside/ debt capital.
This interpretation raises suspicion of embezzlement. Please resolve this suspicion, this is also in your own interest.
So I urge you to give the shareholders sufficient information about:
- the anticipated scheme of delisting (within the laws in force)
- the type of the equity instrument and the legal form of the new company
- the anticipated new group structure
- the equity position of the new company
and to re-evaluate the possibility of a guaranteed annual dividend or the participation in voting rights.
Otherwise, I and others shareholders could come to the conclusion that a regulated insolvency procedure under Dutch law - despite the several years of settlement - is in my and their best interests. So, convince the shareholders of the opposite!
I would be very pleased to receive a clarifying statement no later than on Monday (19.12.2022).
Kind Regards
P.S.: Maybe there is a third party that is interested in a fast and smooth process. In that case, perhaps an offer for the shares would be a solution - an offer not at current market price, but at fair value.
[Wie gesagt, steht die Verwendung des Briefes jedem frei, jeder ist bei einer Wiederverwendung für den Inhalt selbst verantwortlich]
Vielen Dank an die Rückmeldungen von BW-20-AS