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https://www.netwerk24.com/Sake/Maatskappye/...teen-steinhoff-20190205
"Wiese's R59bn claim against Steinhoff
By Nellie Brand-Jonker
05 February 2019 17:23
The previously South African listed Steinhoff company's financial statements for the financial year to end-June 2014 contained material false information, according to court case businessman Christo Wiese's company Thibault Square Investments.
Wiese chaired the Steinhoff board and the largest shareholder until the financial irregularity scandal in the company came to light in December 2017.Thibault, in a summons for a R59bn claim in Cape Town's High Court to Steinhoff and its representatives, including former CEO Jooste, knew in 2014 that the company's books and its published financial statements for 2014 contained material fake information "because the assets and income of some of its European subsidiaries are substantially exaggerated and / or the liabilities are substantially undervalued".
The international Steinhoff company has already withdrawn its audited financial statements for 2016 and 2015, while the annual statements for 2017 have not yet been issued.In November 2014, Thibault entered into a subscription agreement with the previously South African listed Steinhoff International Holdings to buy 609.1 million shares at R34.7 million. A subscription agreement refers to a company agreeing to issue a certain number of shares to a subscriber for a specified amount.As part of this deal, Steinhoff also acquired Pepkor van Wiese and other parties. Wiese was at that time the controlling shareholder of Pepkor and board chairman.
Thibault argues that Steinhoff knew at all times during the negotiation, completion and implementation of the agreement that its annual statements contained material false information."Shares were worthless""Steinhoff, represented by Jooste, knew the disclosure of the false information would have a material adverse effect on his share price, which would result in Thibault not closing the deal."Thibault argues that these misrepresentations and delusions were deceptive. Therefore, he is entitled to withdraw from the agreement and recover the money he has paid from the company.
Thibault offers to return the shares to Steinhoff, but says it was "at the time of the subscription and at all times worthless".Alternatively, Thibault claims he has suffered damage due to fraud and that he can claim R34.7 billion in damages.Creditors are thus deceivedThibault also filed a claim against Steinhoff International Holdings NV, which was established in the Netherlands.In September 2015, the South African and international Steinhoff proposed a scheme of arrangement to the shareholders of the South African listed Steinhoff.According to this, the Dutch company would receive the shares of the South African company in a stock exchange transaction.
This included the ending of the listing of the South African Steinhoff and the overseas one in Germany having its main listing with a secondary listing in South Africa. The South African company has become a wholly owned subsidiary of the Dutch Steinhoff.Thibault argues that the South African listed Steinhoff has transferred all its assets to the overseas company.The "impact of the asset transfer came down to a donation of all the South African Steinhoff's assets to the overseas company". This led the South African Steinhoff to "not be able to pay any claims that existed at the time of the asset transfer," including Thibault's claim.Steinhoff South Africa, represented by Jooste, "has brought the asset transfer to defraud its creditors by placing the assets on which creditors could hit the overseas Steinhoff's hands," Thibault said.
In view of this, the overseas Steinhoff is obliged to return the assets received under the asset transfer, Thibault argues.Steinhoff opposes the claims. He does not deny that the assets have been transferred, but denies the allegation that he would defraud creditors.Great investment for American mattressesTitan Premier Investments, another Wiese company, also filed a claim against Steinhoff NV.Titan argues after the South African Steinhoff became a wholly owned subsidiary of Steinhoff NV, the false information in the overseas company's financial statements is included. Steinhoff NV's financial statements for the financial years 2015 and 2016 were therefore published with material misstatements.Titan argues that in September 2016, Steinhoff held its own shares, listed as treasury shares on the Frankfurt stock exchange, in the name of Sunnyside Investment Partners and Sutherland Investments Partners UK.
Private Dutch-founded company Upington Investment Holdings BV (which is ultimately controlled by Wiese's family trust) signed an agreement with Steinhoff NV on 28 September 2016 to buy 162 million shares at € 818.9 million.On the same day, Upington signed an agreement with Sunnyside and Sutherland to acquire 152 million treasury shares for € 768.3 million.It is known that the money was intended as a capital injection to enable Steinhoff to meet its debt obligations at the time of the acquisition of the American Mattress Firm.Titan argues that Steinhoff, represented by Jooste, was aware of the misrepresentations in his annual statements at all times during the negotiation, settlement and implementation of these subscription agreements.Steinhoff denies in his defense that he held Sunnyside and Sutherland treasury shares listed in Frankfurt.
Steinhoff argues that Sunnyside and Sutherland have a significant interest in this court case and should therefore be added as parties.Titan argues Steinhoff NV has deliberately allowed the false information in its published annual and 2015 annual statements to be kept high artificially.Titan submits Upington Investments BV has suffered damage of € 1.5 billion due to the deliberate material misstatement of the annual statements and is entitled to claim back this money.Upington sold Titan's claims to Steinhoff at the end of September 2018. At the end of October, the High Court issued an order that Upington be replaced by Titan.What the claims entailThibault claims back the R34.7 billion he has invested, or alternatively, that damages are paid to him. He claims interest of 10.5% per annum from the date of the summons to pay the claim.Thibault demands that Steinhoff NV return all the assets transferred from the Steinhoff to him.
Titan requests an order against Steinhoff NV for the payment of € 1.5 billion and interest of 10.25% per annum from the day of the summons up to the date of payment.Steinhoff argues that the Cape Town High Court does not have jurisdiction over this part of the claim.He asked the court to dismiss all claims against him.Steinhoff, on January 23 this year, asked the court process Thibault and Titan to declare under oath within 20 days which documents and recordings they have on these issues."
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