SIHPL bereitet durch den Verkauf der AINSLEY Holding Beteiligung an KAP die vorgesehene Schuldentilgung bei den 21/22-er Bonds vor. Für diese sind sie Garantiegeber.
SIHPL und SAHPL sind Töchter der Steinhoff Investment (SIHL). Ainsley gehört zu SAHPL.
"6.9 SIHPL Cash Pay Outs
(a) Subject to this Clause 6.9 (SIHPL Cash Pay Outs), SIHPL shall use reasonable endeavours to make a Cash Pay Out (in one or more payments), in the region of 25 per cent. of the aggregate outstanding amount of Facility A1 Loans, on or before 31 March 2019, in each case, following an assessment made pursuant to the Quasi-Liquidation Methodology as defined in, and in accordance with, paragraph (c) below.
(b) SIHPL shall (acting reasonably) following 31 March 2019 undertake analysis regarding further Cash Pay Outs pursuant to the Quasi Liquidation methodology as defined in, and in accordance with, paragraph (c) below of the Payment Amount, and the SIHPL board shall meet to assess the making of such Cash Pay Outs no less frequently than once in each successive three month period following 31 March 2019.
(c) In assessing the ability of SIHPL to make any Cash Pay Outs, the board of directors of SIHPL shall take into account the following:
(i) in respect of each litigation, arbitration, administrative proceedings or investigation filed against or notified to SIHPL:
(A) any settlement reached by SIHPL with the relevant claimant/s;
(B) any provision by SIHPL at less than 100 per cent. of the relevant original proceeding claim amount, having been:
I. made in accordance with IAS 37;
II. approved by the board of directors of SIHPL, after taking advice from its professional advisors and the LWG; and
III. reduced by the amount of any counterclaim or similar which the board of directors of SIHPL consider it appropriate to reflect in the provision (after taking advice from professional advisors and the LWG);
(C) any re-setting or reassessment of any provision by SIHPL in respect of such claim that has taken place since the date of the immediately preceding SIHPL Assessment;
(D) any similar claim against SIHPL having been dismissed or withdrawn;
(the “Quasi-Liquidation Methodology”); and
(ii) any litigation, arbitration, administrative proceedings or investigations threatened or brought against SIHPL arising since the date of the immediately preceding SIHPL Assessment and any provision made in relation thereto (in accordance with (c)(i)(B) above).
(iii) any other amounts owing to creditors of SIHPL other than liabilities referred to in (i) and (ii) above.
(d) Any SIHPL Cash Pay Out shall be made in cash to the Agent for application in accordance with Clause 3.3 (Application of Payments).
0013726-0003937 BK:45841437.8 23
(e) The relevant SIHPL Cash Pay Out Percentage shall be no more than the SIHPL Relevant Claims Percentage.
(f) SIHPL shall assess each litigation, arbitration, administrative proceedings or investigations claim no less frequently than once in each successive three month period following 31 March 2019 and shall make any appropriate provisions (having been approved by the board of directors of SIHPL, after taking advice from its professional advisors and the LWG).
(g) No later than 15 Business Days following the date of any SIHPL Assessment, SIHPL shall provide written confirmation to the Agent of the determination of any such SIHPL Assessment, such determination to be signed by each member of the board of directors of SIHPL and to include reasonable detail on the analysis underlying such SIHPL Assessment and the basis of any Cash Pay Out made or not made (as the case may be) save that the board of SIHPL shall not be required to disclose in such determination any information that it or the LWG reasonably considers to be either subject to breach of law, regulation, stock exchange requirement, duty of confidentiality, legal privilege or commercially sensitive, such assessment to be conducted in good faith.
(h) No later than 10 Business Days following any SIHPL Positive Assessment, SIHPL shall provide written confirmation to SIHL and SAHPL of such conclusion and request prepayment of the SIHPL/SAHPL Intercompany and SIHPL/SIHL Intercompany by SAHPL and SIHL respectively in the pro rata proportion of the relevant SIHPL Cash Pay Out calculated on the basis of the proportion of outstanding liabilities under the SIHPL/SAHPL Intercompany and SIHPL/SIHL Intercompany. Within 5 Business Days of receipt of any such cash repayment of the SIHPL/SAHPL Intercompany and the SIHPL/SIHL Intercompany from SAHPL and SIHL respectively, SIHPL shall make the relevant SIHPL Cash Pay Out promptly but in any event within 5 business days of receipt.
(i) For the purposes of this Clause 6.9 (SIHPL Cash Pay Out), the following words and expressions shall have the meaning as given below:
(i) “Initial SIHPL Assessment” means any assessment made by SIHPL pursuant to, and in accordance with, Clause 6.9(a) above.
(ii) “Initial SIHPL Cash Pay Out” means any prepayment made by SIHPL pursuant to, and in accordance with, paragraph 6.9(a) above.
(iii) “SIHPL Assessment” means any Initial SIHPL Assessment or any Subsequent SIHPL Assessment.
(iv) “SIHPL Asset Value” means the value of all SIHPL’s assets, as at the date of the relevant SIHPL Cash Pay Out.
(v) “SIHPL Outstanding Claims” means any outstanding claims against SIHPL, for which purpose any contingent claim should be valued at the lower of (i) 100 per cent. of the claim amount and (ii) if lower, the amount that the board of directors of SIHPL has determined to make provision for such claim taking into account the information set out in Clause 6.9(c) above.
(vi) “SIHPL Positive Assessment” means any SIHPL Assessment which determines that an SIHPL Cash Pay Out is to be made.
(vii) “SIHPL Cash Pay Out” means any Initial SIHPL Cash Pay Out or any Subsequent SIHPL Cash Pay Out.
(viii) “SIHPL Cash Pay Out Percentage” means the proportion which the relevant SIHPL Cash Pay Out bears to the SIHPL Asset Value, and expressed as a percentage.
(ix) “SIHPL Relevant Claims Percentage” means the proportion which the outstanding amount of Facility A1 Loans (as reduced by the effect of clause 3.2 (Liability Cap) bears to the aggregate amount of all SIHPL Outstanding Claims, and expressed as a percentage.
(x) “Subsequent SIHPL Assessment” means any assessment made by SIHPL pursuant to, and in accordance with, paragraph (b) above.
(xi) “Subsequent SIHPL Cash Pay Out” means any prepayment made by SIHPL pursuant to, and in accordance with, paragraph (b) above."
www.lucid-is/steinhoff und dann das SFHG CVA Paket downloaden und das Dokument: Project Orange_SIHPL_Contingent_Payment_Undertaking.pdf öffnen.
Hoffe jetzt alles richtig angegeben zu haben ;-)
Außerdem muss SIHL noch für seine Aktien Divi zahlen, ist aber nicht die Menge.