TIDMDRTY
RNS Number : 3758E
Groupe FNAC
15 July 2016
Ivry-sur-Seine, 15 July 2016
THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY
INVESTMENT DECISION IN RELATION TO THE NEW FNAC SHARES EXCEPT ON
THE BASIS OF INFORMATION PUBLISHED IN THE PROSPECTUS AND THE OFFER
DOCUMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN OR INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OR
REGULATIONS OF SUCH JURISDICTION.
Offer for Darty Plc ("Darty")
by
Groupe Fnac SA ("Fnac")
FNAC HOLDS OR HAS RECEIVED VALID ACCEPTANCES IN RESPECT OF A
TOTAL OF 91.89 PER CENT. OF DARTY'S ISSUED SHARE CAPITAL AT THE
FIRST CLOSING DATE OF ITS OFFER
SHUT-OFF OF THE PARTIAL SHARE ALTERNATIVE AND THE ORIGINAL OFFER
ON 29 JULY 2016
On 18 May 2016, Fnac published its offer document setting out
the full terms and conditions of its Offer for Darty (the "Offer
Document").
On 12 July 2016, Fnac announced that the Acceptance Condition to
its Offer (set at more than 50 per cent. of the voting rights then
normally exercisable at a general meeting of Darty) had been
satisfied and that its Offer had become unconditional as to
acceptances.
Capitalised terms used but not defined in this announcement have
meanings set out in the Offer Document, unless the context requires
otherwise.
Level of acceptances and disclosure of interests in
securities
As at 1.00 p.m. (London time) on the date of this announcement
(being the First Closing Date), Fnac had received valid acceptances
of its Offer in respect of 329,191,126 Darty Shares, representing
approximately 62.16 per cent. of the current issued share capital
of Darty. Of these, acceptances have been received in respect of
117,116,649 Darty Shares (representing approximately 22.11 per
cent. of the current issued share capital of Darty), pursuant to
the terms of certain irrevocable undertakings given by certain
Darty Shareholders in connection with the Offer (details of which
are set out in the Offer Document).
In addition, Fnac holds in aggregate 157,415,446 Darty Shares,
representing approximately 29.73 per cent. of Darty's issued share
capital.
Accordingly, Fnac either holds, or has received valid
acceptances of its Offer in respect of a total of 486,606,572 Darty
Shares, representing approximately 91.89 per cent. of Darty's
issued share capital which it may count towards satisfaction of the
Acceptance Condition.
The percentage holdings of Darty Shares referred to in this
announcement are based on there being a total of 529,553,216 Darty
Shares in issue.
Notice of closure of the Original Offer and the Partial Share
Alternative of the Third Increased Final Offer
Fnac is today announcing that the Original Offer and the Partial
Share Alternative of the Third Increased Final Offer will be closed
for further acceptance with effect from 1.00 p.m. (London time) on
29 July 2016, being 14 calendar days from the date of this
announcement. Accordingly, following such time, Darty Shareholders
will be unable to accept the terms of the Original Offer or accept
the Offer and elect to receive New Fnac Shares pursuant to the
terms of Partial Share Alternative of the Third Increased Final
Offer.
The cash component of the Third Increased Final Offer will
however remain open for acceptance until further notice.
Not less than 14 calendar days' notice will be given in respect
of the closure of the cash component of the Third Increased Final
Offer.
All other terms and conditions of the Offer, as set out in the
Offer Document, continue to apply, including the approval of the
Proposed Acquisition by the French Competition Authority.
Action to be taken
Darty Shareholders who have not accepted the Offer are urged to
do so as soon as possible.
-- If you hold your Darty Shares in certificated form (that is,
not in CREST), to accept the Offer, you must complete either:
o the green Form of Acceptance, if you want to accept the Third
Increased Final Offer; or
o the pink Form of Acceptance, if you want to accept the
Original Offer,
and return it by post (together with your share certificate(s)
and/or other documents of title) to the Receiving Agent,
Computershare Investor Services PLC at Corporate Actions Projects,
The Pavilions, Bridgewater Road, Bristol BS99 6AH, or by hand
(during normal business hours) at The Pavilions, Bridgewater Road,
Bristol BS13 8AE.
Both the green Form of Acceptance and the pink Form of
Acceptance were enclosed with the Offer Document that was sent to
Darty Shareholders on 18 May 2016. Instructions as to how to
complete your Form of Acceptance are set out on the relevant Form
of Acceptance, and also in paragraph 21(A) of the Offer
Document.
-- If you hold your Darty Shares in uncertificated form (that
is, in CREST), to accept the Offer, you must follow the procedure
set out in paragraph 21(B) of the Offer Document.
If you are a CREST sponsored member, you should refer to your
CREST sponsor before taking any action. Only your CREST sponsor
will be able to send the TTE instructions(s) to Euroclear in
relation to your Darty Shares.
You may only accept one of the Third Increased Final Offer or
the Original Offer in respect of all or some of your Darty Shares.
You may not accept the Third Increased Final Offer in respect of
some of your Darty Shares and also accept the Original Offer in
respect of some of your Darty Shares.
Please note that the value of the consideration payable pursuant
to the Original Offer is, as of the date of this announcement,
significantly lower than the value of the consideration payable
pursuant to the Third Increased Final Offer.
You will not be able to accept the Original Offer or accept the
Offer and elect to receive New Fnac Shares pursuant to the terms of
the Partial Share Alternative of the Third Increased Final Offer
after 1.00 p.m. (London time) on 29 July 2016.
In accordance with Rule 26.1 of the City Code, a copy of this
announcement will be available on the website of Fnac at
www.groupe-fnac.com by no later than 12.00 p.m. (London time) on
the business day following this announcement.
Enquiries:
Fnac :
Groupe Fnac S.A. Tel: +33 (0)1 55 21 18
63
------------------------------------ --------------------------------
Nadine Coulm
------------------------------------ ------------------------------
Rothschild (Fnac financial Tel: +44 (0)20 7280
adviser) 5000 /
Majid Ishaq Tel: +33 1 4074 4074
Cyril de Mont-Marin
------------------------------------ ------------------------------
Ondra LLP (Fnac financial adviser) Tel: +44 (0)20 7082
Benoit d'Angelin 8750
Robert Hingley
------------------------------------ ------------------------------
Crédit Agricole Corporate Tel: +33 (0)1 4189 8809
and Investment Bank
(Fnac financial adviser)
Pietro Sibille
Peel Hunt
Dan Webster Tel: +44 (0)20 7418
8900
------------------------------------ ------------------------------
If you have any questions relating to the Offer, please
telephone D.F. King Ltd on 0800 014 8163 (or, if calling from
outside the United Kingdom, on +44 800 014 8163) or the Receiving
Agent, Computershare Investor Services PLC, on 0370 873 5882 (or,
if calling from outside the United Kingdom, on +44 370 873
5882).
About Groupe Fnac - www.groupe-fnac.com: Groupe FNAC is a
leading French retail distributor of entertainment and leisure
products (including consumer electronics) and a notable player in
several other countries in which it operates (Spain, Portugal,
Brazil, Belgium, Switzerland, Morocco, Qatar and Ivory Coast). At
year-end 2015, Fnac's multi-format network included a total of 199
stores (124 of which were located in France). The Group's network
also includes e-commerce websites, including Fnac.com, the third
largest French e-commerce website based on average unique visitors
(c. 9 million unique visitors per month). An established
multi-channel player, Fnac's consolidated revenues totalled EUR3.9
billion in 2015 and it had more than 14,000 employees.
The International Securities Identification Number for Fnac's
ordinary shares is: FR0011476928.
Important Information
This announcement is for information purposes only and does not
constitute an offer to sell or subscribe for or an invitation to
purchase securities or the solicitation of any vote or approval in
any jurisdiction, or the solicitation of an offer to buy
securities, pursuant to the Offer or otherwise, nor shall there any
sale issuance or transfer of securities by Darty or Fnac pursuant
to the Offer in any jurisdiction in contravention of applicable
laws. The Offer is being effected solely through the Offer Document
which contains the full terms and conditions of the Offer,
including details of how to accept the Offer. Fnac urges Darty
Shareholders to read the Offer Document which was published on 18
May 2016 and is available to persons with information rights and,
for information purposes only, to participants in the Darty
Incentive Schemes, as it contains important information relating to
the Offer. Eligible Darty Shareholders are also urged to read the
Prospectus which contains important information relating to the
Fnac Group, the Darty Group, the Combined Group and the New Fnac
Shares available under the Offer.
This announcement is an advertisement and does not constitute a
prospectus or prospectus equivalent document.
This announcement has been prepared for the purpose of complying
with English law and the City Code and the information disclosed
may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
Overseas Jurisdictions
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom or France may be
restricted by law and therefore any persons who are subject to the
laws of any jurisdiction other than the United Kingdom or France
should inform themselves about, and observe, any applicable
requirements. The information disclosed may not be the same as that
which would have been disclosed if this announcement had been
prepared in accordance with the laws of jurisdictions outside the
United Kingdom or France.
Unless otherwise determined by Fnac or required by the City
Code, and permitted by applicable law and regulation, the Offer is
not being made, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and the Offer is not capable of acceptance from
or within a Restricted Jurisdiction.
The availability of the Offer to Darty Shareholders who are not
resident in the United Kingdom or France may be affected by the
laws of the relevant jurisdictions in which they are resident. Any
such person should read paragraph 20 of Part 1, Section D of Part 2
(if such person holds Darty Shares in certificated form) or Section
E of Part 2 (if such person holds Darty Shares in uncertificated
form) of the Offer Document and inform themselves of, and observe,
any applicable legal or regulatory requirements of their
jurisdiction.
Notice To US Investors
The Offer is being made for securities of a United Kingdom
company and Darty Shareholders in the United States should be aware
that the Offer Document and any other documents relating to the
Offer have been or will be prepared in accordance with the City
Code and UK disclosure requirements, format and style, all of which
differ from those in the United States. Darty's financial
statements, and all financial information that is included in the
Offer Document, or any other documents relating to the Offer, have
been or will be prepared in accordance with IFRS and may not be
comparable to financial statements of companies in the United
States or other companies whose financial statements are prepared
in accordance with US generally accepted accounting
principles..
It may be difficult for US holders of shares to enforce their
rights and any claims they may have arising under the US federal
securities laws a affiliates to subject themselves to the
jurisdiction or judgment of a US court.
The Offer will be made in the US pursuant to Section 14(e) and
Regulation 14E under the US Exchange Act as a "Tier II" tender
offer, and otherwise in accordance with the requirements of English
law, the City Code, the Panel, the London Stock Exchange and the
FCA. Accordingly, the Offer will be subject to disclosure and other
procedural requirements, including with respect to withdrawal
rights, offer timetable, settlement procedures and timing of
payment that are different from those applicable under US domestic
tender offer procedures and law.
This announcement does not constitute an offer to sell or issue,
or the solicitation of an offer to buy or subscribe for, securities
in the US. The New Fnac Shares have not been, and will not be,
registered under the US Securities Act or the securities laws of
any state or jurisdiction in the United States and may not be
offered or sold in the US absent registration or an exemption from
registration. Consequently, the Partial Share Alternative of the
Third Increased Final Offer and the offer of New Fnac Shares
pursuant to the Original Offer referred to in the Offer Document
are not being made available, and New Fnac Shares are not being
offered, sold or delivered, directly or indirectly, in or into the
United States if to do so would constitute a violation of the US
Securities Act.
Neither the SEC nor any US state securities commission has
approved or disapproved the Offer, or passed any comment upon the
adequacy or completeness of the Offer Document. Any representation
to the contrary is a criminal offence in the United States.
Nothing in this announcement, the Offer Document or the
Prospectus shall be deemed an acknowledgement that any SEC filing
is required or that an offer requiring registration under the US
Securities Act may ever occur in connection with the Offer.
In accordance with, and to the extent permitted by, the City
Code, normal UK market practice and Rule 14e-5 under the US
Exchange Act, Crédit Agricole Corporate and Investment Bank S.A.
and Peel Hunt LLP and their similarly exempt affiliates may
continue to act as exempt principal traders in Darty Shares on the
London Stock Exchange and will engage in certain other purchasing
activities consistent with their respective normal and usual
practice and applicable law, including Rule 14e-5 under the US
Exchange Act. In addition, Fnac and its affiliates may purchase or
arrange to purchase Darty Shares otherwise than pursuant to the
Offer, such as in open market or privately negotiated purchases. To
the extent required to be disclosed in accordance with applicable
regulatory requirements, information about any such purchases will
be disclosed to the Panel by no later than 12 noon on the next
"business day", as such term is described in the City Code, and
will be available from any Regulatory Information Service,
including the Regulatory News Service on the London Stock Exchange
website, www.londonstockexchange.com and will also be available on
Fnac's website. To the extent that such information is required to
be publicly disclosed in the United Kingdom in accordance with
applicable regulatory requirements, this information will, as
applicable, also be publicly disclosed in the United States.
New Fnac Shares
The New Fnac Shares, which will be issued in connection with the
Offer, have not been and will not be registered under any of the
relevant securities laws of any Restricted Jurisdiction and no
regulatory clearance in respect of the New Fnac Shares has been, or
will be, applied for in any jurisdiction other than France. The New
Fnac Shares may not be offered, sold or delivered, directly or
indirectly, in any Restricted Jurisdiction except pursuant to
exemptions from applicable requirements of any such
jurisdiction.
A Prospectus relating to the issuance of New Fnac Shares
pursuant to the Offer has been published on Fnac's website at
www.groupe-fnac.com. Please note, however, that information on
Fnac's website may not be accessible to persons in Restricted
Jurisdictions, including the United States. The Prospectus has not
been and will not be submitted for approval to any market
supervisory authority other than the competent authority of France,
the AMF, and will not be passported into any jurisdiction other
than the United Kingdom. Consequently, no steps may be taken that
would constitute or that would result in an offer to the public of
New Fnac Shares outside of France and the United Kingdom. The
distribution of the Prospectus may, in certain jurisdictions, be
restricted by law, and the Prospectus may not be used for the
purpose of, or in connection with, any offer or solicitation by
anyone in any jurisdiction in which such offer or solicitation is
not authorised or to any person to whom it is unlawful to make such
offer or solicitation. In particular, the Prospectus should not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in, into or from (including by custodians, nominees and
trustees) the United States under any circumstance.
You must comply with all applicable laws and regulations in
force in any jurisdiction in which you purchase or subscribe for
New Fnac Shares, or possess or distribute the Prospectus, the Offer
Document or the Forms of Acceptance, and must obtain any consent,
approval or permission required for the purchase, offer or sale of
New Fnac Shares under the applicable laws and regulations in force
in any jurisdiction in which any such purchase, offer or sale is
made. Fnac is not making an offer to sell the New Fnac Shares or
soliciting an offer to purchase any of the New Fnac Shares to any
person in any jurisdiction in which such an offer or such
solicitation is not permitted.
Forward Looking Statements
This announcement, any oral statements made by Fnac in relation
to the Offer, and other information published by Fnac (including
the Offer Document, the Forms of Acceptance and the Prospectus) may
contain certain forward looking statements with respect to the
financial condition, results of operations and businesses of Fnac
and Darty and their respective groups, and certain plans and
objectives of Fnac with respect to the Combined Group. All
statements other than statements of historical fact are, or may be
deemed to be, forward looking statements. Forward looking
statements are statements of future expectations that are based on
management's current expectations and assumptions and involve known
and unknown risks and uncertainties that could cause actual
results, performance or events to differ materially from those
expressed or implied in these statements. Forward looking
statements include, among other things, statements concerning the
potential exposure of Fnac, the Fnac Group, Darty, the Darty Group
and/or the Combined Group to market risks and statements expressing
management's expectations, beliefs, estimates, forecasts,
projections and assumptions, including as to future potential cost
savings, synergies, earnings, cash flow, return on average capital
employed, production and prospects. These forward looking
statements are identified by their use of terms and phrases such as
"anticipate", "believe", "could", "estimate", "expect", "goals",
"intend", "may", "objectives", "outlook", "plan", "probably",
"project", "risks", "seek", "should", "target", "will" and
similar
terms and phrases.
There are a number of factors that could affect the future
operations of Fnac, the Fnac Group, Darty, the Darty Group and/or
the Combined Group and that could cause results to differ
materially from those expressed in the forward looking statements
included in this announcement, including (without limitation): (a)
changes in demand for Fnac's and/or Darty's products; (b) currency
fluctuations; (c) loss of market share and industry competition;
(d) risks associated with the identification of suitable potential
acquisition properties and targets, and successful negotiation and
completion of such transactions; and (e) changes in trading
conditions.
All forward looking statements contained in this announcement
are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section Readers should
not place undue reliance on forward looking statements. Additional
risk factors that may affect future results are contained in Fnac's
Registration Document for the financial year ended 31 December 2015
(available at http://www.groupe-fnac.com) and the Prospectus. These
risk factors expressly qualify all forward looking statements
contained in this announcement, and should also be considered by
the reader.
Darty's Annual Report and Accounts for the financial year ended
30 April 2015 lists the principal risks and uncertainties to the
delivering of Darty's strategy.
Each forward looking statement speaks only as of the date of
this announcement (or, in the case of an oral statement, as of the
date it was made). None of Fnac and/or the Fnac Group undertakes
any obligation to publicly update or revise any forward looking
statement as a result of new information, future events or
otherwise, except to the extent legally required. In light of these
risks, results could differ materially from those stated, implied
or inferred from the forward looking statements contained in this
announcement.
Important Notices relating to Financial Advisers
N. M. Rothschild & Sons Limited, which is authorised by the
Prudential Regulation Authority and regulated by the FCA and the
Prudential Regulation Authority in the UK, is acting exclusively
for Fnac and no one else in connection with the Offer and will not
be responsible to anyone other than Fnac for providing the
protections afforded to its clients or for providing advice in
relation to the Offer or any other matters referred to in this
announcement.
Ondra LLP, which is authorised and regulated by the FCA in the
UK, is acting exclusively for Fnac and no one else in connection
with the Offer and will not be responsible to anyone other than
Fnac for providing the protections afforded to its clients or for
providing advice in relation to the Offer or any other matters
referred to in this announcement.
Crédit Agricole Corporate and Investment Bank, which is
authorised by the ACPR in France and regulated by the AMF, is
acting exclusively for Fnac and no one else in connection with the
Offer and will not be responsible to anyone other than Fnac for
providing the protections afforded to its clients or for providing
advice in relation to the Offer or any other matters referred to in
this announcement.
Peel Hunt LLP, which is authorised and regulated by the FCA in
the UK, is acting exclusively for Fnac and no one else in
connection with the Offer and will not be responsible to anyone
other than Fnac for providing the protections afforded to its
clients or for providing advice in relation to the Offer or any
other matters referred to in this announcement.
Disclosure requirements of the City Code
Under Rule 8.3(b) of the City Code, any person who is, or
becomes, interested (directly or indirectly) in 1 per cent. or more
of any class of relevant securities of the offeree company or of
any securities exchange offeror must make a dealing disclosure if
the person deals in any relevant securities of the offeree company
or of any securities exchange offeror. A dealing disclosure must
contain details of the dealing concerned and of the person's
interests and short positions in, and rights to subscribe for, any
relevant securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8 and have not
changed. A dealing disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 p.m. (London time) on
the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Dealing disclosures must be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4 of the City Code).
Details of the offeree and offeror companies in respect of whose
relevant securities dealing disclosures must be made can be found
in the Disclosure Table on the Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a dealing disclosure.
For the purpose of this section (Disclosure requirements of the
City Code) of this announcement, "Business Day" means a day on
which the London Stock Exchange is open for the transaction of
business.
Publication on websites
This announcement will be made available on the Fnac website,
www.groupe-fnac.com, in accordance with Rule 26.1(b) of the City
Code. The content of the website referred to in this announcement
is not incorporated into and does not form part of this
announcement.
You may request a hard copy of this announcement by contacting
Nadine Coulm at Fnac during business on +33 (0)1 55 21 18 63. It is
important that you note that unless you make such a request and
save as otherwise required by the City Code, a hard copy of this
announcement will not be sent to you.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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