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Wednesday 02 March, 2016

Steinhoff Intl Hldgs

Confirmation of approach to Darty plc

RNS Number : 7146Q
Steinhoff International Hldgs NV
02 March 2016
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

Conforama Investissement SNC.

("Conforama" or the "Company")

 

This is an announcement of a possible offer under Rule 2.4 of the City Code on Takeovers and Mergers (the "Code"). This announcement is not an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made.

 

Confirmation of approach to Darty plc ("Darty")

 

Further to the announcement by Darty today, the Conforama Group (with the support of its ultimate parent company, Steinhoff International Holdings N.V. ("Steinhoff")) confirms that it has put forward a proposal to the Board of Darty seeking their recommendation for a possible all cash offer to be made by Conforama for the entire issued and to be issued share capital of Darty with a value of 125 pence per Darty share (the "All Cash Possible Offer").

 

The Board of Conforama believes that the successful completion of the All Cash Possible Offer will create a leading French household goods retailer, operating under well established and complementary retail brands. Conforama envisages that the enlarged retail offer would benefit both sets of customers in furniture and household goods and electronics, providing a seamless solution for each room of the home. Furthermore, the transaction will create an exciting opportunity for Darty management and employees to join Conforama, one of Europe's leading household goods retailers, with a strong French focus.

 

Conforama reserves the right to make an offer at any time at a price below 125 pence per Darty share:

 

·     with the agreement or recommendation of the Board of Directors of Darty; or

 

·     if a third party (other than Groupe FNAC S.A.) announces a firm intention to make an offer for Darty pursuant to Rule 2.7 of the Code, which at that date offers a total value of less than 125 pence per Darty share; or

 

·     following announcement by Darty of a whitewash transaction pursuant to the Code.

 

Conforama reserves the right to reduce the consideration of any offer by the amount of any dividend (or other distribution) which is paid or becomes payable by Darty to its shareholders after the date of this announcement, with the exception of the 2016 interim dividend for the period to 31 October 2015 (of not more than 0.875 euro cents per Darty share) which is expected to be paid on 30 March 2016.

 

The All Cash Possible Offer is subject to certain pre-conditions, which can be waived, including satisfactory completion of due diligence. There can be no certainty that any offer will be made.

 

A further announcement will be made as appropriate.

 

In accordance with Appendix 7, Section 4 of the Code, a further announcement will be made in due course regarding the time by which Conforama must either announce a firm intention to make an offer for Darty in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. 

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published on the Company's website (http://www.steinhoffinternational.com/) by no later than 12 noon on 3 March 2016.

 

Enquiries:

 

 

Conforama

Isabelle Hoppenot (Press contact)

 

Steinhoff International Holdings NV

Mariza Nel (Investor relations)

 

 

Tel: +33 6 25 58 14 38

 

 

Tel: +27 (0)21 808 0711

 

Citigroup Global Markets Limited (Financial adviser)

Jan Skarbek

Nick Pagden

Charles-Henri Filippi

Ioannis Costoudes

Peter Brown (Corporate Broking)

 

Tel: +44 (0)20 798 64000

HSBC Bank plc (Financial adviser)

Oliver Smith

Aamir Khan

Patrick Cazalaa

Dimitri Fotopoulos

Mark Dickenson (Corporate Broking)

 

Tel: +44 (0)20 7991 8888 / +33 (0)1 40 70 70 40

Havas Worldwide (Public relations adviser)

Anton Molina (French press)

 

Tel: +33 6 37 32 80 27

Maitland (Public relations adviser)

Kate O'Neill (UK press)

 

Tel: +44 7714 415 229

About Conforama:

 

Conforama is a leading European retailer of furniture and household goods and a member of the Steinhoff Group.  Its core product lines include furniture, household electronics goods and home accessories.  It employs a multi-style product strategy and also operates an online sales platform via a "click-and-collect" model, which is supported by its physical store network, comprising 285 stores, with the majority in France, and the remainder in Spain, Portugal, Italy, Switzerland, Croatia and Luxembourg. Its annual revenues amounted to €3.2 billion and EBIT was €160 million for the year ended 30 June 2015.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Any failure to comply with applicable requirements may constitute a violation of the securities law of any such jurisdiction.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Citigroup Global Markets Limited, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to Steinhoff and for no-one else in connection with the contents of this announcement and will not be responsible to anyone other than Steinhoff for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matters referred to in this announcement.

HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to Steinhoff and for no one else in connection with contents of this announcement and will not be responsible to anyone other than Steinhoff for providing the protections afforded to its clients or for providing advice in relation to the contents of this announcement or any other matters referred to in this announcement.

 

Disclosure requirements of the Takeover Code (the "Code")

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details 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). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% 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, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (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.

 

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also 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).

 

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover 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.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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