Fnac Darty announces offering of €300million senior notes due
January 2029
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN
WHICH IT WOULD BE UNLAWFUL TO DO SO
Fnac Darty announces offering of
€300million senior notes
due January
2029
Ivry-sur-Seine, France
— September
12, 2023
– 8:30
AM CEST. Fnac Darty S.A.
(the “Company”), has launched an offering (the
“Offering”) of €300 million in aggregate principal
amount of fixed rate senior notes due January 2029 (the
“Notes”). The Notes will be ranking pari passu
with the Company’s outstanding senior debt, including its existing
notes due 2024 and 2026, its revolving credit facility, its loan
with the European Investment Bank and its delayed-draw term
loan.
The Company intends to use the gross proceeds
from the Offering and its treasury (i) to refinance its outstanding
€300 million senior notes due 2024 (the “2024
Notes”) by redeeming them on or prior to their maturity
and (ii) to pay certain fees and expenses in connection with the
Offering.
****************
Important notice
The Notes will be offered only to non-U.S.
persons outside the United States pursuant to Regulation S under
the U.S. Securities Act of 1933, as amended (the
“Securities Act”), subject to prevailing market
and other conditions. There is no assurance that the offering will
be completed or, if completed, as to the terms on which it is
completed. The Notes have not been registered under the Securities
Act or the securities laws of any other jurisdiction and may not be
offered or sold in the United States absent registration or unless
pursuant to an applicable exemption from the registration
requirements of the Securities Act and any other applicable
securities laws. This press release does not constitute an offer to
sell or the solicitation of an offer to buy the Notes, nor shall it
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European
Economic Area (“EEA”). For these purposes, a
retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive
2014/65/EU (as amended, “MiFID II”); (ii) a
customer within the meaning of Directive (EU) 2016/97 (as amended),
where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in Regulation (EU) 2017/1129 (as
amended, the “Prospectus Regulation”).
The Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor (as defined above)
in the United Kingdom. The expression “retail investor” in relation
to the United Kingdom means a person who is one (or more) of the
following: (i) a retail client, as defined in point (8) of Article
2 of Regulation (EU) No 2017/565 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the
“EUWA”); (ii) a customer within the meaning of the
provisions of the Financial Services and Markets Act 2000 and any
rules or regulations made thereunder to implement Directive (EU)
2016/97, where that customer would not qualify as a professional
client, as defined in point (8) of Article 2(1) of Regulation (EU)
No 600/2014 as it forms part of domestic law by virtue of the EUWA;
or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA.
This announcement does not constitute and shall
not, in any circumstances, constitute a public offering nor an
invitation to the public in connection with any offer within the
meaning of the Prospectus Regulation or otherwise. The offer and
sale of the Notes will be made pursuant to an exemption under the
Prospectus Regulation from the requirement to produce a prospectus
for offers of securities.
In the United Kingdom, this announcement is
directed only at (i) persons having professional experience in
matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”), or (ii) high net worth
entities falling within Article 49(2)(a) to(d) of the Order, or
(iii) persons to whom it would otherwise be lawful to distribute
them, all such persons together being referred to as “Relevant
Persons.” The Notes are only available to, and any invitation,
offer or agreement to subscribe, purchase or otherwise acquire such
Notes will be engaged in only with, Relevant Persons.
MiFID II professionals/ECPs-only/ No PRIIPs KID
– Manufacturer target market (MIFID II product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs key information document (KID)
has been prepared as not available to retail investors in EEA.
UK MIFIR professionals/ECPs-only/ No UK PRIIPS
KID – Manufacturer target market (UK MIFIR product governance) is
eligible counterparties and professional clients only (all
distribution channels). No UK PRIIPs key information document (KID)
has been prepared as not available to retail investors in the
United Kingdom.
Neither the content of the Company’s website nor
any website accessible by hyperlinks on the Company’s website is
incorporated in, or forms part of, this announcement. The
distribution of this announcement into certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
comes should inform themselves about and observe any such
restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
Forward-looking statements
This press release may include forward-looking
statements. These forward-looking statements can be identified by
the use of forward-looking terminology, including the terms
“believes”, ‟estimates”, ‟anticipates”, “expects”, “intends”,
“may”, “will” or “should” or, in each case, their negative, or
other variations or comparable terminology. These forward-looking
statements include all matters that are not historical facts and
include statements regarding the Company’s or its affiliates’
intentions, beliefs or current expectations concerning, among other
things, the Company’s or its affiliates’ results of operations,
financial condition, liquidity, prospects, growth, strategies and
the industries in which they operate. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. Readers are cautioned that forward-looking
statements are not guarantees of future performance and that the
Company’s or its affiliates’ actual results of operations,
financial condition and liquidity, and the development of the
industries in which they operate may differ materially from those
made in or suggested by the forward-looking statements contained in
this press release. In addition, even if the Company’s or its
affiliates’ results of operations, financial condition and
liquidity, and the development of the industries in which they
operate are consistent with the forward-looking statements
contained in this press release, those results or developments may
not be indicative of results or developments in subsequent
periods.
The forward-looking statements and information
contained in this announcement are made as of the date hereof and
the Company undertakes no obligation to update publicly or revise
any forward-looking statements or information, whether as a result
of new information, future events or otherwise, unless so required
by applicable securities laws.
About Fnac DartyOperating in 12
countries, Fnac Darty is a European leader in the retail of
entertainment and leisure products, consumer electronics and
domestic appliances. The Group, which has more than 25,000
employees, had a multi-format network of 987 stores at the end of
December 2022, and is ranked as a major e-commerce player in France
(close to 24 million unique visitors per month on average) with its
three merchant sites, fnac.com, darty.com and
natureetdecouvertes.com. A leading omnichannel player, Fnac Darty’s
revenue was around €8 billion in 2022, 22% of which was realized
online. For more information: www.fnacdarty.com
CONTACTS
ANALYSTS /
INVESTORS Domitille
Vielle domitille.vielle@fnacdarty.com
+33 (0)6 03 86 05
02 Laura
Parisot laura.parisot@fnacdarty.com +33
(0)6 64 74 27 18
PRESS Audrey
Bouchard audrey.bouchard@fnacdarty.com
+33 (0)6 17 25 03 77
- 20230912_FnacDarty_PR_Launch_Offering
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