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Thursday 23 June, 2016

Groupe FNAC

Statement re Offer for Darty plc

RNS Number : 1291C
Groupe FNAC
23 June 2016
 

                                                           Ivry-sur-Seine, 23 June 2016

 

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.

 

Syndication of committed funds pursuant to the Senior Facilities
Agreement

 

Further to the publication by Groupe Fnac ("Fnac") of its Offer Document on 18 May 2016 in connection with its offer for the entire issued and to be issued share capital of Darty plc, Fnac is today announcing that Crédit Agricole, Société Générale and Natixis have successfully syndicated €1,350,000,000 of committed funds pursuant to the senior facilities agreement dated 20 April 2016, as amended on 24 April 2016 (the "Senior Facilities Agreement") and have entered into a global transfer certificate evidencing these lender of record transfers. Details of the syndicate banks are set out in the global transfer certificate.

 

Fnac has also agreed to a request from its lenders for a technical amendment to clause 20.23 (Sanctions) and clause 23.21 (Sanctions) of the Senior Facilities Agreement. The amendment clarifies that these provisions are not to be interpreted or applied in any way that the obligations thereunder would result in an unlawful breach or expose any lender to any anti-boycott or blocking law, regulation or statute applicable (including EU Regulation (EC) 2271/96). These amendments have been documented in the global transfer certificate.

 

In addition, as part of the syndication process €200,000,000 of the commitments under the bridge facility have been made available as a term facility. The proceeds of the loans made available under the term facility will reduce the commitments under the bridge facility on a € per € basis.  The term facility has been documented in the term facility commitment notice.

 

A copy of the global transfer certificate and the term facility commitment notice have been published on Fnac's website, www.groupe-fnac.com in accordance with Rule 26 of the City Code on Takeovers and Mergers.

 

 

 

 

 

 

Enquiries :

Fnac :

Groupe Fnac S.A.

Tel: +33 (0)1 55 21 18 63

Nadine Coulm

 

 

 

 

 

Rothschild (Fnac financial adviser)

Majid Ishaq

Cyril de Mont-Marin

Tel: +44 (0)20 7280 5000 /

Tel: +33 1 4074 4074

 

 

 

 

Ondra LLP (Fnac financial adviser)

Benoit d'Angelin

Robert Hingley

Tel: +44 (0)20 7082 8750

 

 

 

 

Crédit Agricole Corporate and Investment Bank

(Fnac financial adviser)

Pietro Sibille

 

Peel Hunt

Tel: +33 (0)1 4189 8809




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 €3.9 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 not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Third Increased Final Offer or otherwise, nor shall there be any sale, issuance or transfer of securities of Fnac pursuant to the Third Increased Final Offer in any jurisdiction in contravention of applicable laws. The terms of the Third Increased Final Offer are set out in the Offer Document published by Fnac on 18 May 2016. Where the context permits, terms used in this announcement shall have the meaning given to them in the Offer Document.

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.

 

 

 

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 Third Increased Final 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 Third Increased Final 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 Third Increased Final 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 Third Increased Final 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 Third Increased Final 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 Third Increased Final 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 Third Increased Final 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 Third Increased Final 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
 
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