Guarantees for the restated SEAG and Finance Holding debt
The following terms have been agreed with regard to amending the guarantees provided by
the Company that currently support certain of the external debt of SEAG and Finance Holding
and the guarantee provided by SIHPL and will apply with effect from the Restructuring
Effective Date:
- Scope of Company guarantees
o Guarantees in respect of guaranteed SEAG, SUSHI and Finance Holding debt
crystallise on the Restructuring Effective Date at restated debt amounts
(excluding the support letter consent fees).
o For SEAG and SUSHI guaranteed creditors, the Company guarantees remain
fully outstanding until the maximum amount payable by the Company under
the guarantees has been paid by it or an amount has been received by the
SEAG guaranteed creditors equal to restated debt plus PIK interest capped at
5% (with an increase to 10% if Governance Shareholder Resolution is not
passed).
o For Finance Holding debts, there is no equivalent PIK interest cap, unless the
Governance Shareholder Resolution is not passed (in which event the cap is
10%).
o Creditor recoveries under the Company guarantees are capped at the
amount of restated debt obligations plus PIK interest (subject to the PIK interest
caps (where applicable) and agreed fees) provided that the aggregate
amount paid under the Company guarantees shall not exceed the restated
debt amounts plus accrued, deferred, rolled-up and/or subordinated interest
and fees (excluding any support letter consent fees) at the Restructuring
Effective Date.
o Company has agreed a negative pledge as well as certain restrictive
undertakings regarding the operations of the Company and certain of the
South African subsidiaries as well as certain covenants regarding debt
incurrence and future acquisitions.
- SIHPL Guarantee
o 2021 and 2022 Series also benefit from crystallised guarantee claim against
SIHPL.
Overview of the Steps Plan