TIDMDRTY
RNS Number : 7614F
Groupe FNAC
01 August 2016
Ivry-sur-Seine, 1 August 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.
Recommended Offer for Darty Plc ("Darty")
by
Groupe Fnac SA ("Fnac")
(1) FNAC EITHER HOLDS, OR HAS RECEIVED VALID ACCEPTANCES IN
RESPECT
OF, 98.5 PER CENT. OF DARTY'S ISSUED SHARE CAPITAL;
(2) ORIGINAL OFFER AND PARTIAL SHARE ALTERNATIVE CLOSED;
AND
(3) COMPULSORY ACQUISITION OF DARTY SHARES
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 19 July 2016, Fnac announced that the Offer had become
unconditional in all respects.
As contemplated by the announcement made by Fnac on 15 July
2016, the Original Offer and the Partial Share Alternative of the
Third Increased Final Offer were closed for further acceptance with
effect from 1.00 p.m. (London time) on 29 July 2016.
Capitalised terms used but not defined in this announcement have
the meanings set out in the Offer Document, unless the context
requires otherwise.
Level of acceptances
As at 1.00 p.m. (London time) on 29 July 2016, Fnac had received
valid acceptances of its Offer in respect of 364,391,973 Darty
Shares, representing approximately 68.81 per cent. of the current
issued share capital of Darty. Of these, acceptances in respect of
161,778,669 Darty Shares (representing approximately 30.55 per
cent. of the current issued share capital of Darty) comprise
elections to receive New Fnac Shares pursuant to the Offer,
including acceptances in respect of 117,116,649 Darty Shares
(representing approximately 22.11 per cent. of the current issued
share capital of Darty) pursuant to certain irrevocable
undertakings.
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 521,807,419 Darty
Shares, representing approximately 98.54 per cent. of Darty's
issued share capital.
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.
Based on valid acceptances and elections to receive New Fnac
Shares pursuant to the Offer received by 1.00 p.m. (London time) on
29 July 2016, Fnac will issue 6,471,083 New Fnac Shares,
corresponding to 32.96 per cent. of the share capital and 32.97 per
cent. of the voting rights of Fnac, to those relevant Darty
Shareholders who have elected for New Fnac Shares. Darty
Shareholders who made valid elections for New Fnac Shares have had
such elections satisfied in full.
As announced on 19 July 2016, settlement of the consideration
(both cash and shares) owed to those Darty Shareholders whose valid
acceptances were received on or prior to such date will, in the
manner described in the Offer Document, be made on 2 August 2016,
being the date that is 14 calendar days from the date of such
announcement. Settlement of consideration in respect of valid
acceptances received after 19 July 2016 will be made within 14
calendar days after receipt of each such acceptance.
It is expected that all relevant New Fnac Shares to be issued to
those electing Darty Shareholders will be admitted to trading on
Euronext Paris on or around 2 August 2016.
Compulsory acquisition of Darty Shares
Fnac has now acquired, unconditionally contracted to acquire or
received valid acceptances of the Offer in respect of more than 90
per cent. of the value of the Darty Shares to which the Offer
relates and more than 90 per cent. of the voting rights carried by
such shares. Accordingly, Fnac will now begin the implementation of
the compulsory acquisition procedure under Chapter 3 of Part 28 of
the Companies Act (the "Act") to acquire the remaining Darty Shares
which it does not already own or has not already acquired,
contracted to acquire or in respect of which it has not already
received valid acceptances, as contemplated by the Offer
Document.
Fnac will today despatch formal compulsory acquisition notices
under Sections 979 and 980 of the Act (the "Compulsory Acquisition
Notices") to Darty Shareholders who have not yet accepted the Offer
(the "Remaining Shareholders"). These notices set out Fnac's
intention to apply the provisions of Section 979 of the Act to
compulsorily acquire any remaining Darty Shares in respect of which
the Offer has not been accepted, on the same terms as the
Offer.
Unless any of the Remaining Shareholders apply to the court and
the court orders otherwise, Fnac expects that such outstanding
Darty Shares will be compulsorily acquired by Fnac, on the same
terms as the Offer, on or shortly after, 12 September 2016, being
the date that is six weeks from the date of the Compulsory
Acquisition Notices. The consideration to which those Remaining
Shareholders will be entitled will be held by, or on behalf of,
Darty on trust for those Remaining Shareholders who have not
accepted the Offer and they will be requested to claim their
consideration by writing to Darty at the end of the six week
period.
Delisting of Darty plc
As announced on 19 July 2016, applications will be made by Darty
for the cancellation of (i) the listing of the Darty Shares on the
premium listing segment of the Official List of the UK Listing
Authority, and (ii) their admission to trading on the London Stock
Exchange's main market for listed securities. It is anticipated
that cancellation of listing and trading will take effect no
earlier than 8.00 a.m. (London time) on 16 August 2016.
It is also intended that Darty will make an application to
Euronext Paris in respect of the cancellation of listing and
trading of its shares on Euronext Paris.
Delisting will significantly reduce the liquidity and
marketability of any Darty Shares not assented to the Offer.
Continuation of the Offer
The cash component of the Third Increased Final Offer will
continue to 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.
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 cash component only of the Third
Increased Final Offer, you must complete the green Form of
Acceptance 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.
The green Form of Acceptance was 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 cash component of the Third Increased
Final Offer 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 now only accept the cash component of the Third
Increased Final Offer in respect of all or some of your Darty
Shares.
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,
each of which were closed for further acceptance with effect from
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 adviser) Tel: +44 (0)20 7280 5000 /
Majid Ishaq Tel: +33 1 4074 4074
Cyril de Mont-Marin
---------------------------------
Ondra LLP (Fnac financial adviser) Tel: +44 (0)20 7082 8750
Benoit d'Angelin
Robert Hingley
---------------------------------
Crédit Agricole Corporate and Investment Tel: +33 (0)1 4189 8809
Bank
(Fnac financial adviser)
Pietro Sibille
Peel Hunt
Tel: +44 (0)20 7418 8900
Dan Webster
---------------------------------
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 relevant
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. Relevant 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.
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
CASSDAFUFFMSEEW
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August 01, 2016 02:01 ET (06:01 GMT)
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