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Friday 18 March, 2016

Steinhoff Intl Hldgs

Offer for Darty plc

RNS Number : 6113S
Steinhoff International Hldgs NV
18 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 OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

RECOMMENDED CASH OFFER

for

Darty plc ("Darty")

by

Conforama Investissement SNC ("Conforama")

Summary

·        The boards of Conforama and Darty are pleased to announce that they have reached agreement on the terms of a recommended all cash offer to be made by Conforama (with the support of its ultimate parent company, Steinhoff International Holdings N.V. ("Steinhoff")), or a direct or indirect wholly owned subsidiary of Steinhoff, for the entire issued and to be issued ordinary share capital of Darty (the "Offer"). It is intended that the Offer will be implemented by way of a takeover offer within the meaning of Part 28 of the Companies Act

·        The board of Conforama believes that the successful completion of the all cash 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.

·        Under the terms of the Offer, Darty Shareholders will be entitled to receive:

for each Darty Share                                  125 pence in cash

·        The Offer represents a premium of approximately:

54.3 per cent. to the Closing Price per Darty Share of 81.0 pence on 29 September 2015 (being the last Business Day prior to the start of the Offer Period)[1];

3.4 per cent. to the current implied offer price of 120.9 pence per Darty Share from Groupe Fnac S.A. ("Fnac") which was announced on 20 November 2015 (the "Fnac Offer");

7.6 per cent. to the previously recommended implied offer price of 116.2 pence per Darty Share from Fnac on 6 November 2015; and

18.6 per cent. to the previously recommended implied offer price of 105.4 pence per Darty Share from Fnac on 20 November 2015.

·        The Offer values the entire issued, and to be issued, share capital of Darty at approximately £673 million. 

·        Under the terms of the Offer, relevant Darty Shareholders who were on the register as at 4 March 2016 will be entitled to receive the 2016 interim dividend for the period to 31 October 2015 of not more than 0.875 euro cents per Darty Share expected to be paid on 30 March 2016.

·        The Darty Directors, who have been so advised by Morgan Stanley & Co. International plc, UBS Limited and Lazard & Co., Limited as to the financial terms of the Offer, consider the financial terms of the Offer to be fair and reasonable. In providing advice to the Darty Directors, Morgan Stanley & Co. International plc, UBS Limited and Lazard & Co., Limited have taken into account the commercial assessment of the Darty Directors. Morgan Stanley & Co. International plc, UBS Limited and Lazard & Co., Limited are providing independent financial advice to the Darty Directors for the purpose of Rule 3 of the City Code.

·        Accordingly, the Darty Directors currently intend to recommend unanimously that the Darty Shareholders accept or procure acceptance of the Offer.  The Darty Directors intend to enter into undertakings to accept the Offer in respect of their own beneficial holdings of Darty Shares at the time when the Offer Document is posted by Conforama, unless Fnac has by that time announced a higher and deliverable offer.

·        As at the date of this announcement Conforama has received a letter of intent from Schroder Investment Management Limited, to accept the Offer in respect of 74,883,606 Darty Shares, representing, in aggregate approximately 14.14 per cent. of the existing issued share capital of Darty.

·        The Offer will be made on the terms and subject to the conditions and further terms set out herein and in Appendix I to this announcement and the further terms and conditions to be set out in the Offer Document and the Form of Acceptance when issued. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. Certain terms used in this announcement are defined in Appendix III to this announcement.

·        As a consequence of this announcement, the Darty Directors no longer intend to recommend the Fnac Offer and, in the absence of a higher and deliverable offer from Fnac, Darty will not be proceeding with the proposed scheme of arrangement under that offer.

Commenting on the Offer, Alan Parker, Non-Executive Chairman of Darty, said:

"Darty is one of the most recognised and respected brands in French retailing.  It is no surprise that Steinhoff has recognised both the successful turnaround of Darty by our management team as well as the strength and quality of our business.  The cash offer by Conforama represents a premium to the existing Fnac offer, a 54% premium to the price before any potential bidders emerged, and provides greater certainty for our shareholders.  As a result the Board currently intends to recommend the offer to Darty shareholders."

Commenting on the Offer, Alexandre Nodale, CEO of Conforama, said:

"The Offer represents an attractive opportunity for both companies to develop their combined footprint, particularly in France, through an expanded offering of household goods and complementary products for the end consumer. Significant value would also be unlocked through scale benefits in terms of the resultant combined purchasing volumes, logistics and multichannel distribution. In addition, the Offer represents an opportunity for Darty management and all its employees to become an integral part of a leading specialised European retailer within which they will be able to excel and advance their career prospects."

 

Enquiries:




Conforama


Isabelle Hoppenot (Press contact)

 

Tel: +33 6 25 58 14 38

 

Steinhoff International Holdings N.V.


Mariza Nel

Tel: +27 (0)21 808 0711



Citigroup Global Markets Limited


Jan Skarbek

Nick Pagden

Charles-Henri Filippi

Ioannis Costoudes

Peter Brown (Corporate Broking)

 

Tel: +44 (0)20 798 6400

HSBC Bank plc


Oliver Smith

Aamir Khan

Patrick Cazalaa

Dimitri Fotopoulos

Mark Dickenson (Corporate Broking)

Tel: +44 (0)20 7991 8888



Darty


Simon Ward

Tel: +44 (0) 20 7269 1411



Lazard & Co., Limited


William Rucker
Matthieu Pigasse

Alexandra Soto
Nicholas Constant

Tel: +44 (0)20 7 187 2000 and +33 (0)1 4413 0111



Morgan Stanley & Co. International plc


Ian Hart

Tel: +44 (0) 20 7425 8000

Yves Ayache
Xavier Mayer


UBS Limited


Craig Calvert

Tel: +44 (0) 20 7567 8000

Sandip Dhillon


Media Enquiries:


Havas Worldwide (French PR Adviser to Conforama)


Anton Molina

Tel: +33 6 37 32 80 27



Maitland (UK PR Adviser to Conforama)


Kate O'Neill

Tel: +44 7714 415 229

 

RLM Finsbury (PR Adviser to Darty)


Rollo Head

Jenny Davey

Tel: +44 (0)20 7251 3801

 

Important notice related to financial advisers

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 International Holdings N.V. and for no one else in connection with the Offer and will not be responsible to anyone other than Steinhoff International Holdings N.V. for providing the protections afforded to its clients or for providing advice in relation to the Offer, 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 International Holdings N.V. and for no one else in connection with the Offer and will not be responsible to anyone other than Steinhoff International Holdings N.V. for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement.

Morgan Stanley & Co. International plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Darty and no-one else in connection with the Offer. In connection with such matters, Morgan Stanley & Co. International plc, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Lazard & Co., Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Darty and no-one else in connection with the Offer. In connection with such matters, Lazard & Co., Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein

UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Darty and no-one else in connection with the Offer. In connection with such matters, UBS Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Further information

This announcement is for information purposes only and does not constitute an offer to sell or subscribe for or an invitation to purchase any 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 be any sale, issuance or transfer of securities by Darty or Conforama pursuant to the Offer in any jurisdiction in contravention of applicable laws. The Offer will be effected solely through the Offer Document, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer.  Darty and Conforama urge Darty Shareholders to read the Offer Document which will be distributed to Darty Shareholders, persons with information rights and, for information purposes only, to participants in the Darty Share Plan in due course, as it will contain important information relating to the Offer.

This announcement 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 shareholders

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 other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Conforama or required by the City Code and permitted by applicable law and regulation, the Offer will not be 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 will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.

The availability of the Offer to Darty Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to overseas Darty Shareholders will be contained in the Offer Document.

Forward looking statements

This announcement, any oral statements made by Conforama or Darty in relation to the Offer, and other information published by Conforama or Darty may contain statements about Conforama and Darty that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Conforama's or Darty's operations and potential synergies resulting from the Offer; (iii) currency fluctuations; and (iv) the effects of government regulation on Conforama's or Darty's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and/or the operations of Conforama and Darty, and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. 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). Conforama and Darty disclaim any obligation to update or revise any forward looking or other statements contained herein, except as required by applicable law.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of the Steinhoff Group as enlarged by the Offer, Conforama and/or Darty for current or future financial years will necessarily match or exceed the historical or published earnings per share of Conforama or Darty.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the City 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 summary should be read in conjunction with the full text of this announcement. Appendix I to this announcement contains the conditions to, and certain further conditions of, the Offer. Appendix II to this announcement contains further details of the sources of information and bases of calculations set out in this announcement.  Appendix III contains definitions of certain expressions used in this summary and in this announcement.

Publication on website

A copy of this announcement will be made available, free of charge subject to certain restrictions relating to persons resident in Restricted Jurisdictions, at http://www.steinhoffinternational.com by no later than 12 noon (London time) on the Business Day following the date of this annoucement.

Neither the content of the website referred to in this announcement nor the content of any website accessible from hyperlinks on Steinhoff's website (or any other website) is incorporated into, or forms part of, this announcement.

The Offer is subject to the provisions of the City Code.  In accordance with Rule 23.2 of the City Code on Takeovers and Mergers, a copy of this announcement will be published on Darty's website at http://www.dartygroup.com.

You may request a hard copy of this announcement, free of charge, by contacting the Company Secretary at Steinhoff UK Holdings Limited, 5th Floor Festival House, Jessop Avenue, Cheltenham, Gloucestershire, GL50 3SH, United Kingdom. Darty Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

 

 



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 OF SUCH JURISDICTION

RECOMMENDED CASH OFFER

for

Darty plc ("Darty")

by

Conforama Investissement SNC ("Conforama")

1          Introduction

The boards of Conforama and Darty are pleased to announce that they have reached agreement on the terms of a recommended all cash offer to be made by Conforama (with the support of its ultimate parent company, Steinhoff International Holdings N.V. ("Steinhoff")), or a direct or indirect wholly owned subsidiary of Steinhoff, for the entire issued and to be issued ordinary share capital of Darty (the "Offer"). It is intended that the Offer will be implemented by way of a takeover offer within the meaning of Part 28 of the Companies Act

The board of Conforama believes that the successful completion of the 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.

2          The Offer

Under the terms of the Offer, which will be subject to the conditions and further terms set out below and in Appendix I and to the full terms and conditions which will be set out in the Offer Document and the accompanying Form of Acceptance, Darty Shareholders will be entitled to receive:

for each Darty Share                                  125 pence in cash

The Offer represents a premium of approximately:

(a)  54.3 per cent. to the Closing Price per Darty Share of 81.0 pence on 29 September 2015 (being the last Business Day prior to the start of the Offer Period)[2];

(b)  3.4 per cent. to the current implied offer price of 120.9 pence per Darty Share from Groupe Fnac S.A. ("Fnac") which was announced on 20 November 2015 (the "Fnac Offer");

(c)   7.6 per cent. to the previously recommended implied offer price of 116.2 pence per Darty Share from Fnac on 6 November 2015; and

(d)  18.6 per cent. to the previously recommended implied offer price of 105.4 pence per Darty Share from Fnac on 20 November 2015.

The Offer values the entire issued, and to be issued, share capital of Darty at approximately £673 million.

The Offer will extend to all Darty Shares unconditionally allotted or issued and fully paid on the date of the Offer (excluding any treasury shares except to the extent these cease to be held as treasury shares before such date as Conforama may determine) and any Darty Shares which are unconditionally allotted or issued and fully paid (including pursuant to the exercise of options under the Darty Share Plan) whilst the Offer remains open for acceptance or by such earlier date as Conforama may, subject to the City Code, decide, not being earlier than the date on which the Offer becomes unconditional as to acceptances.

Under the terms of the Offer, relevant Darty Shareholders who were on the register as at 4 March 2016 will be entitled to receive the 2016 interim dividend for the period to 31 October 2015 of not more than 0.875 euro cents per Darty Share expected to be paid on 30 March 2016.

It is expected that the Offer Document and the Form of Acceptance, containing further information about the Offer, will be posted by 15 April 2016.  Conforama has undertaken that, while the Offer has not been declared or become unconditional as to acceptances and remains recommended by the Darty Directors, it will remain open for acceptance until midnight on the sixtieth day after the Offer Document is posted.

3          Background to and reasons for the Offer

The board of Conforama believes that the successful completion of the 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.

4          Recommendation

The Darty Directors, who have been so advised by Morgan Stanley & Co. International plc, UBS Limited and Lazard & Co., Limited as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. In providing advice to the Darty Directors, Morgan Stanley & Co. International plc, UBS Limited and Lazard & Co., Limited have taken into account the commercial assessments of the Darty Directors. 

Accordingly the Darty Directors currently intend to recommend unanimously that the Darty Shareholders accept or procure acceptance of the Offer.  The Darty Directors intend to enter into undertakings to accept the Offer in respect of their own beneficial holdings of Darty Shares at the time when the Offer Document is posted by Conforama, unless Fnac has by that time announced a higher and deliverable offer.

Conforama and Darty have entered into the Cooperation Agreement pursuant to which, among other things, each has agreed to cooperate with the other in relation to the obtaining of regulatory approvals in connection with the Offer and to use reasonable endeavours to make agreed proposals to participants in relation to the Darty Share Plan.

5          Letter of intent

As at the date of this announcement, Conforama has received a letter of intent from Schroder Investment Management Limited to accept, or procure acceptance, of the Offer in respect of 74,883,606 Darty Shares representing 14.14 per cent of the issued ordinary share capital of Darty.

6          Information on Conforama and Steinhoff

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.

Steinhoff has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the Johannesburg Stock Exchange and has a current market capitalisation of approximately €21 billion, approximately 105,000 employees and broad global operations with a presence in the UK, Continental Europe, Southern Africa and the Pacific Rim.

7          Information relating to Darty

Darty is a leading multi-channel service-led electrical retailer operating over 400 stores and websites in three European countries, with a focus on white goods as well as brown and grey. Darty is also the number two electrical retailer in Belgium and the leading multi-channel retailer in the Netherlands via recognised local brands (Vanden Borre and BCC respectively).

Darty generated an annual turnover of over €3.5 billion in 2014/15 through the operations of Darty and Mistergooddeal in France, Vanden Borre in Belgium and BCC in the Netherlands.

Its ordinary shares are listed with the UK Listing Authority and trade on the market for listed securities on the London Stock Exchange under the symbol DRTY.L. It is also listed on the Euronext Paris.

8          Management, employees and the Darty Pension Scheme

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 and Conforama has given assurances to the Darty Directors that the existing contractual and statutory employment rights, including in relation to pensions, of Darty's management and employees will be fully observed in accordance with applicable law.

Conforama does not intend the Offer to have an impact on the level of Darty's contributions (namely, deficit recovery contributions) currently payable to the Darty Pension Scheme prior to completion of its next triennial valuation process (to be concluded within 15 months of 31 March 2016), after which a new deficit recovery plan will be agreed with the trustees of the Darty Pension Scheme, or on the benefits previously accrued and payable under that scheme. The Darty Pension Scheme is already closed to new members and to future accrual of benefits. In addition, Conforama does not intend the Offer to impact any of the other arrangements in place between Darty and the Darty Pension Scheme.

The trustee of the Darty Pension Scheme and Conforama have exchanged comfort letters regarding  funding and guarantee arrangements for the Darty Pension Scheme and Conforama providing ongoing financial information to the trustee.

9          Darty Share Plan

Appropriate proposals will be made in due course to participants in the Darty Share Plan. The Offer will extend to any Darty Shares which are unconditionally allotted or issued as a result of the exercise of existing options and vesting of awards under the Darty Share Plan whilst the Offer remains open for acceptance (or by such earlier time/date as Conforama may, subject to the City Code and/or with the consent of the Panel, determine).

10        Financing of the Offer

The cash consideration payable under the terms of the Offer will be funded using acquisition facilities provided by Citibank, N.A., London Branch and HSBC Bank plc.

Each of Citigroup Global Markets Limited and HSBC Bank plc, joint financial advisers to Steinhoff, is satisfied that sufficient cash resources are available to Conforama to satisfy in full the cash consideration payable to Darty Shareholders under the terms of the Offer.

11        Disclosure of interests in relevant securities

Conforama has made a public Opening Position Disclosure setting out the details required to be disclosed by it under Rule 8.1(a) of the City Code.  The Opening Position Disclosure also included relevant details in respect of persons acting in concert with Conforama.

As of the close of business on 17 March 2016 (being the last Business Day prior to the publication of this announcement) the following Conforama concert parties hold the following interests:

·     Citigroup Global Markets Limited indirectly holds a short position in respect of 54 Darty Shares representing 0.000009 per cent of the issued ordinary share capital of Darty;

·     Investec Bank plc indirectly holds 3,050 Darty Shares representing 0.0005 per cent of the issued ordinary share capital of Darty; and

·     LGIM Dynamicdiversified Fund holds 5,150 Darty Shares representing 0.0008 per cent of the issued ordinary share capital of Darty.

Save as set out in the Opening Position Disclosure and in this paragraph, none of Conforama nor, so far as Conforama is aware, any person acting in concert (within the meaning of the City Code) with Conforama (including the Conforama Directors) has:

·     any interest in, or right to subscribe for, any Darty Shares or other relevant securities relating to Darty, nor does any such person have any short position in Darty Shares or other relevant securities relating to Darty, including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of Darty Shares or other relevant securities relating to Darty; or

·     borrowed or lent any Darty Shares or other relevant securities relating to Darty, nor entered into any financial collateral arrangements relating to Darty Shares or other relevant securities relating to Darty.

12        Offer related arrangements

Confidentiality Agreement and Clean Team Agreement

Conforama, Steinhoff and Darty entered into a confidentiality agreement on 26 February 2016 (the "Confidentiality Agreement") pursuant to which each of Conforama, Steinhoff and Darty have agreed to keep confidential information about the other party and not to disclose to third parties (other than permitted recipients) confidential information exchanged by them unless required by law or regulation.  These confidentiality obligations will remain in force until either  (i) completion of the Offer; or, (ii) in the event of termination of discussions or negotiations 26 February 2019.

On 8 March 2016, Steinhoff and Darty entered into a clean team agreement (the "Clean Team Agreement") pursuant to which each of Darty and Steinhoff agreed further terms in respect of the sharing of competitively sensitive information for the purposes of the antitrust analysis to be conducted in connection with the Offer. The Clean Team Agreement incorporates certain provisions of the Confidentiality Agreement, including as to the ownership and destruction of confidential information, and termination.

Cooperation Agreement

Conforama and Darty have entered into the Cooperation Agreement pursuant to which each of Conforama and Darty has agreed to provide to the other such information and assistance as may be required for the purposes of obtaining the regulatory clearances that are necessary or desirable in order to satisfy the Regulatory Conditions (the "Clearances").  Conforama has agreed to use its reasonable endeavours to secure the Clearances, including by offering, or accepting the imposition of, any commercially reasonable conditions, obligations, undertakings, commitments, modifications or measures to or by any regulatory authority.

Conforama has also undertaken that, while the Offer has not been declared or become unconditional as to acceptances and remains recommended by the Darty Directors, it will remain open for acceptance until midnight on the sixtieth day after the Offer Document is posted.

The Cooperation Agreement also contains provisions that will apply in respect of the Darty Share Plan, the Darty Deferred Bonus Awards and certain arrangements with respect to employees and certain Darty Director and employee incentive and retention arrangements.

The Cooperation Agreement shall terminate with immediate effect and all rights and obligations of the parties shall cease forthwith, as follows:

(a)            if agreed in writing between the parties;

(b)           upon service of written notice by Conforama to Darty if:

(i)          the Darty Directors fail to provide a unanimous and unconditional recommendation of the Offer for inclusion in the Offer Document; or

(ii)         the Darty Directors withdraw their unanimous and unconditional recommendation of the Offer following publication of the Offer Document;

(c)            upon service of written notice by Conforama to Darty prior to the Long Stop Date stating that either (i) any Condition which has not been waived is (or has become) incapable of satisfaction by the Long Stop Date and, notwithstanding that it has the right to waive such Condition, Conforama will not do so; or (ii) any Condition which is incapable of waiver has become incapable of satisfaction by the Long Stop Date, in each case in circumstances where the invocation of the relevant Condition (or confirmation that the Condition is incapable of satisfaction, as appropriate) is permitted by the Panel;

(d)            if the Offer does not become or is not declared wholly unconditional by the Long Stop Date; or

(e)            upon service of written notice by either party if the Offer has not become or been declared unconditional as to acceptances by the last date permitted in accordance with Rule 31.6 of the Code.

13        Dividends

Under the terms of the Offer, Darty Shareholders who were on the register as at 4 March 2016 will be entitled to receive the 2016 interim dividend for the period to 31 October 2015 of not more than 0.875 euro cents per Darty Share expected to be paid on 30 March 2016 and will be entitled to receive and retain future dividends in the ordinary course prior to completion of the Offer.

If Darty announces, declares or pays any special dividend or any other distribution to Darty Shareholders, excluding any dividends payable in the ordinary course prior to completion of the Offer in accordance with the preceding paragraph, Conforama reserves the right to make an equivalent reduction to its Offer Price.

14        Structure of the Offer

Offer

It is intended that the Offer will be effected by way of a takeover offer within the meaning of Part 28 of the Companies Act.

Full details of the Offer to be set out in the Offer Document

The Offer will be subject to the satisfaction (or, where applicable, waiver) of the Conditions and the full terms and conditions to be set out in the Offer Document. In particular, the Offer will be conditional upon valid acceptances of the Offer being received in respect of not less than 70 per cent. (or such lesser percentage as Conforama may decide) in nominal value of the Darty Shares to which the Offer relates, and not less than 70 per cent. (or such lesser percentage as Conforama may decide) of the voting rights carried by the Darty Shares to which the Offer relates. Further details of the Offer will be set out in the Offer Document and the accompanying Form of Acceptance, including the expected timetable and the action to be taken by Darty Shareholders.

The Offer and acceptances thereof will be governed by the laws of England and Wales and will be subject to the jurisdiction of the Courts of England and Wales. The Offer will be subject to the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange and the FCA.

Timetable/further information

A full anticipated timetable will be set out in the Offer Document which will be posted to Darty Shareholders within 28 days of the date of this announcement unless Conforama and Darty otherwise agree, and the Takeover Panel consents, to a later date. Subject to certain restrictions relating to persons resident in Restricted Jurisdictions, the Offer Document will also be made available on Steinhoff's website http://www.steinhoffinternational.com and Darty's website (http://www.dartygroup.com).

15        Regulatory issues

The Offer will be subject to the conditions and further terms set out below and in Appendix I and the full terms and conditions which will be set out in the Offer Document. 

16        Overseas Shareholders

The availability of the Offer or distribution of this announcement to persons not resident in the United Kingdom may be prohibited or affected by the laws of the relevant jurisdictions in which such persons are resident. Such persons should inform themselves about, and observe, any applicable requirements. Further details in relation to overseas Darty Shareholders will be contained in the Offer Document.

17        Compulsory Acquisition, Delisting and re-registration

If Conforama receives acceptances under the Offer in respect of, and/or otherwise acquires, both 90 per cent. or more in value of the Darty Shares to which the Offer relates and 90 per cent. or more of the voting rights carried by those shares, and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), Conforama intends to exercise its rights in accordance with sections 974 to 991 of the 2006 Act to acquire compulsorily the remaining Darty Shares on the same terms as the Offer.

Following the Offer becoming or being declared unconditional in all respects, if Conforama receives acceptances under the Offer in respect of, and/or otherwise acquires 75 per cent. or more of the voting rights carried by the Darty Shares, and subject to any applicable requirements of the UK Listing Authority, it is intended that Conforama will procure that Darty makes applications to cancel the listing of Darty Shares on the UKLA's Official List and on the Eurolist by Euronext, and to cancel trading in Darty Shares on the London Stock Exchange's Main Market for listed securities and on Euronext Paris.

It is also proposed that on or following the Offer becoming or being declared unconditional in all respects, Darty will be re-registered as a private limited company.

18        General

The Offer will be made on the terms and subject to the conditions and further terms set out herein and in Appendix I to this announcement and the further terms and conditions to be set out in the Offer Document and the Form of Acceptance when issued. The bases and sources of certain financial information contained in this announcement are set out in Appendix II to this announcement. Certain terms used in this announcement are defined in Appendix III to this announcement.

19        Consents

Citigroup Global Markets Limited, HSBC Bank plc, Morgan Stanley & Co. International plc, Lazard & Co., Limited and UBS Limited have given and not withdrawn their consent to the publication of this announcement with the inclusion herein of the references to their respective names in the form and context in which they appear.

20        Documents on display

Copies of the following documents will be made available, subject to certain restrictions relating to persons resident in any Restricted Jurisdiction, on the Steinhoff and Darty websites (http://www.steinhoffinternational.com/ and http://www.dartygroup.com) by no later than 12 noon (London time) on 21 March 2016 until the end of the Offer:

·     this announcement;

·     the letter of intent referred to in paragraph 5;

·     financing documents entered into in connection with the financing of the Offer referred to in paragraph 10;

·     the Confidentiality Agreement referred to in paragraph 12;

·     the Clean Team Agreement referred to in paragraph 12; and

·     the Cooperation Agreement referred to in paragraph 12.

 

Enquiries:




Conforama


Isabelle Hoppenot (Press contact)

 

Tel: +33 6 25 58 14 38

 

Steinhoff International Holdings NV


Mariza Nel

Tel: +27 (0)21 808 0711



Citigroup Global Markets Limited


Jan Skarbek

Nick Pagden

Charles-Henri Filippi

Ioannis Costoudes

Peter Brown (Corporate Broking)

 

Tel: +44 (0)20 798 6400

HSBC Bank plc


Oliver Smith

Aamir Khan

Patrick Cazalaa

Dimitri Fotopoulos

Mark Dickenson (Corporate Broking)

Tel: +44 (0)20 7991 8888



Darty


Simon Ward

Tel: +44 (0) 20 7269 1411



Lazard & Co., Limited


William Rucker
Matthieu Pigasse

Alexandra Soto
Nicholas Constant

Tel: +44 (0)20 7 187 2000 and +33 (0)1 4413 0111



Morgan Stanley & Co. International plc


Ian Hart

Tel: +44 (0) 20 7425 8000

Yves Ayache
Xavier Mayer


UBS Limited


Craig Calvert

Tel: +44 (0) 20 7567 8000

Sandip Dhillon


Media Enquiries:


Havas Worldwide (French PR Adviser to Conforama)


Anton Molina

Tel: +33 6 37 32 80 27



Maitland (UK PR Adviser to Conforama)


Kate O'Neill

Tel: +44 7714 415 229

 

RLM Finsbury (PR Adviser to Darty)


Rollo Head

Jenny Davey

Tel: +44 (0)20 7251 3801

 

Important notice related to financial advisers

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 International Holdings N.V. and for no one else in connection with the Offer and will not be responsible to anyone other than Steinhoff International Holdings N.V. for providing the protections afforded to its clients or for providing advice in relation to the Offer, 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 International Holdings N.V. and for no one else in connection with the Offer and will not be responsible to anyone other than Steinhoff International Holdings N.V. for providing the protections afforded to its clients or for providing advice in relation to the Offer, the contents of this announcement or any other matters referred to in this announcement.

Morgan Stanley & Co. International plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Darty and no-one else in connection with the Offer. In connection with such matters, Morgan Stanley & Co. International plc, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

Lazard & Co., Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Darty and no-one else in connection with the Offer. In connection with such matters, Lazard & Co., Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein

UBS Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Darty and no-one else in connection with the Offer. In connection with such matters, UBS Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein.

This announcement is for information purposes only and does not constitute an offer to sell or subscribe for or an invitation to purchase any 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 be any sale, issuance or transfer of securities by Darty or Conforama pursuant to the Offer in any jurisdiction in contravention of applicable laws. The Offer will be effected solely through the Offer Document, which will contain the full terms and conditions of the Offer, including details of how to accept the Offer.  Darty and Conforama urge Darty Shareholders to read the Offer Document which will be distributed to Darty Shareholders, persons with information rights and, for information purposes only, to participant in the Darty Share Plan in due course, as it will contain important information relating to the Offer.

This announcement 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 shareholders

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 other jurisdictions should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Conforama or required by the City Code and permitted by applicable law and regulation, the Offer will not be 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 will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of the Offer.

The availability of the Offer to Darty Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Further details in relation to overseas Darty Shareholders will be contained in the Offer Document.

Forward looking statements

This announcement, any oral statements made by Conforama or Darty in relation to the Offer, and other information published by Conforama or Darty may contain statements about Conforama and Darty that are or may be forward looking statements. All statements other than statements of historical facts included in this announcement may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Conforama's or Darty's operations and potential synergies resulting from the Offer; (iii) currency fluctuations; and (iv) the effects of government regulation on Conforama's or Darty's business.

Such forward looking statements involve risks and uncertainties that could significantly affect expected results and/or the operations of Conforama and Darty, and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. 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). Conforama and Darty disclaim any obligation to update or revise any forward looking or other statements contained herein, except as required by applicable law.

No profit forecasts or estimates

No statement in this announcement is intended as a profit forecast or profit estimate and no statement in this announcement should be interpreted to mean that the future earnings per share of the Steinhoff Group as enlarged by the Offer, Conforama and/or Darty for current or future financial years will necessarily match or exceed the historical or published earnings per share of Conforama or Darty.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

Disclosure requirements of the City 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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper 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.

Publication on website

A copy of this announcement will be made available, free of charge subject for certain restrictions relating to persons resident in Restricted Jurisdictions, on Steinhoff's website http://www.steinhoffinternational.com/ and Darty's website (http://www.dartygroup.com) by no later than 12 noon (London time) on the Business Day following the date of this annoucement.

Neither the content of the websites referred to in this announcement nor the content of any website accessible from hyperlinks on Steinhoff's website or on Darty's website (or any other website) is incorporated into, or forms part of, this announcement.

The Offer is subject to the provisions of the City Code.  In accordance with Rule 23.2 of the City Code on Takeovers and Mergers, a copy of this announcement will be published on Darty's website at http://www.dartygroup.com.

You may request a hard copy of this announcement, free of charge, by contacting the Company Secretary at Steinhoff UK Holdings Limited, 5th Floor Festival House, Jessop Avenue, Cheltenham, Gloucestershire, GL50 3SH, United Kingdom. Darty Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Offer should be in hard copy form.

 

 


APPENDIX I

Conditions TO AND CERTAIN FURTHER TERMS of the offer

 

Part A - COnditions of the OFFER

 

The Offer will be conditional upon:

(a)       valid acceptances of the Offer being received (and not, where permitted, withdrawn) by 3.00 p.m. on the date falling 21 days after the date on which the Offer Document is published (or such later times and/or dates as Conforama may, subject to the rules of the Code, decide) in respect of not less than 70 per cent. (or such lesser percentage as Conforama may decide) in nominal value of the Darty Shares to which the Offer relates, and not less than 70 per cent. (or such lesser percentage as Conforama may decide) of the voting rights carried by the Darty Shares to which the Offer relates, provided that this Condition will not be satisfied unless Conforama and/or any of its associates shall have acquired or agreed to acquire, whether pursuant to the Offer or otherwise, Darty Shares carrying in aggregate more than 50 per cent. of the voting rights then exercisable at a general meeting of Darty including, to the extent (if any) required by the Panel, any voting rights attaching to any Darty Shares which are unconditionally allotted before the Offer becomes or is declared unconditional as to acceptances pursuant to the exercise of any outstanding conversion or subscription rights or otherwise.  For the purposes of this Condition:

i.             Darty Shares which have been unconditionally allotted shall be deemed to carry the voting rights which they will carry upon issue;

ii.            the expressions "Darty Shares to which the Offer relates" and "associates" shall be construed in accordance with sections 974 to 991 of the Companies Act 2006; and

iii.          acquisitions of, or contracts to acquire, Darty Shares by Conforama or by its associates to which sections 979(8) and (9) of the Companies Act 2006 apply shall be treated as valid acceptances;

Regulatory clearances and/or filings

(b)       the following having occurred:

i.             the European Commission indicating, on terms reasonably satisfactory to Conforama, that it does not intend to initiate proceedings under Article 6(1)(c) of Council Regulation 139/2004 (as amended, the "Regulation") in respect of the Offer or any aspect of it (or being deemed to have done so under Article 10(6) of the Regulation); and

ii.            if any aspect of the Offer is referred to one or more competition authorities of a European Union or European Free Trade Association Member state under Article 4(4) or Article 9 of the Regulation:

1.                  in the case of a referral to the French Competition Authority, the French Competition Authority having issued a decision on terms reasonably satisfactory to Conforama, allowing the Offer to proceed under the second sub-paragraph of (III) of Article L. 430-5 of the French Commercial Code  (or being deemed to have done so under (IV) of Article L. 430-5 of the French Commercial Code), without the Minister for the Economy having made use of the power to call the case granted under Article L. 430-7-1 of the French Commercial Code; and

2.                  in the case of a referral to any other competent authority, confirmation having been received from each such competent authority that the Offer may proceed on terms reasonably satisfactory to Conforama, in particular that it does not intend to make a Phase 2 reference of the Offer, or any aspect of it.

(c)       the indirect acquisition by Conforama of a stake in Menafinance, a société anonyme registered with the Registry of Commerce of Evry under number 319 416 764 being approved (or deemed approved) by the Autorité de contrôle prudentiel et de résolution (APCR) pursuant the provisions of Articles L 511-12-1 and L 522-10 of the French Monetary and Financial Code and such approval being either (a) unconditional in all respects (save as to the period within which indirect acquisition must occur) or (b) subject to conditions (other than as to timing) which, in the reasonable opinion of Conforama, do not have and are not likely to have a material adverse effect on Conforama or any person in the Wider Steinhoff Group;

(d)       each clearance or consent of, filing with, or notice to, any Third Party (as defined below) that is reasonably considered by Conforama to be necessary or appropriate in connection with the Offer or its implementation, including the acquisition of any shares or securities in, or control of, any member of the Wider Darty Group, in any country, territory or jurisdiction in which a member of the Wider Steinhoff Group or the Wider Darty Group is established or conducts business, having been granted, filed or delivered (as appropriate), in each case in terms satisfactory to Conforama;

(e)       no Third Party having decided to take, institute, implement or threaten any action, proceedings, suit, investigation, enquiry or reference or having required any action to be taken or information to be provided or otherwise having done anything or having made, proposed or enacted any statute, regulation, order or decision or having done anything which would or might reasonably be expected to:

i.             make the Offer or its implementation, or the acquisition or the proposed acquisition by Conforama of any shares or other securities in, or control of, any member of the Wider Darty Group void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly restrain, prohibit, restrict, prevent or delay the same or impose additional adverse conditions or financial or other obligations with respect thereto, or otherwise challenge or interfere therewith;

ii.            require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by Conforama or any of its subsidiaries or subsidiary undertakings or associated undertakings (including any joint venture, partnership, firm or company in which any member of the Wider Steinhoff Group is substantially interested) of any Darty Shares or of any shares in a member of the Wider Steinhoff Group;

iii.          require, prevent or delay the divestiture or alter the terms envisaged for any proposed divestiture by any member of the Wider Steinhoff Group or by any member of the Wider Darty Group of all or any material portion of their respective businesses, assets or property, or (to an extent which is material in the context of the Offer or the Wider Darty Group concerned taken as a whole) impose any limit on the ability of any of them to conduct their respective businesses (or any of them) or to own or control any of their respective assets or properties or any part thereof;

iv.           impose any material limitation on, or result in any material delay in, the ability of any member of the Wider Steinhoff Group or any member of the Wider Darty Group to acquire, hold or exercise effectively, directly or indirectly, all or any rights of ownership of Darty Shares or any shares or securities convertible into Darty Shares or to exercise voting or management control over any member of the Wider Darty Group or any member of the Wider Steinhoff Group;

v.            require any member of the Wider Darty Group to acquire or offer to acquire or repay any shares or other securities in and/or indebtedness of any member of the Wider Darty Group owned by or owed to any Third Party;

vi.           impose any material limitation on the ability of any member of the Wider Steinhoff Group and/or of the Wider Darty Group to integrate or co-ordinate its business, or any material part of it, with the business of any member of Wider Darty Group or of the Wider Steinhoff Group respectively; or

vii.         otherwise adversely affect any or all of the businesses, assets, prospects, profits or financial or trading position of any member of the Wider Darty Group or any member of the Wider Steinhoff Group to an extent which is material in the context of the Offer or any such group taken as a whole,

and all applicable waiting and other time periods during which any Third Party could institute, implement or threaten any such action, proceedings, suit, investigation, enquiry or reference under the laws of any relevant jurisdiction, having expired, lapsed or been terminated;

(f)        all necessary filings and applications having been made and all necessary waiting and other time periods (including any extensions thereof) under any applicable legislation or regulations of any relevant jurisdiction having expired, lapsed or been terminated and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case as may be necessary in connection with the Offer and its implementation or the acquisition or proposed acquisition by Conforama or any member of the Wider Steinhoff Group of any shares or other securities in, or control of, Darty or any member of the Wider Darty Group and all Authorisations for or in respect of the Offer or the acquisition or proposed acquisition by Conforama of any shares or other securities in, or control of, Darty or the carrying on by any member of the Wider Darty Group of its business or in relation to the affairs of any member of the Wider Darty Group having been obtained in terms and in a form reasonably satisfactory to Conforama from all appropriate Third Parties or persons with whom any member of the Wider Darty Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke, suspend, restrict or amend or not renew the same at the time at which the Offer becomes or is declared wholly unconditional and there being no indication that the renewal costs of any Authorisation might be materially higher than the renewal costs for the current Authorisation;

(g)       except as publicly announced by Conforama prior to the date of this announcement through a RIS or fairly disclosed in writing to Conforama prior to the date of this announcement, there being no provision of any arrangement, agreement, licence or other instrument to which any member of the Wider Darty Group is a party or by or to which any such member or any of its respective assets is or are or may be bound, entitled or subject or any circumstance which, in consequence of the making or implementation of the Offer or the proposed acquisition of any shares or other securities in, or control of, Darty by Conforama or because of a change in the control or management of Darty or otherwise, could reasonably be expected to result in (to an extent which is material in the context of the Wider Darty Group taken as a whole):

i.             any indebtedness or liabilities actual or contingent of, or any grant available to, any member of the Wider Darty Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or capable of being withdrawn or inhibited;

ii.            the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Darty Group or any such security (whenever created, arising or having arisen) being enforced or becoming enforceable;

iii.          any such arrangement, agreement, licence or instrument or the rights, liabilities, obligations, or interests of any member of the Wider Darty Group under any such arrangement, agreement, licence or instrument (or any arrangement, agreement, licence or instrument relating to any such right, liability, obligation, interest or business) or the interests or business of any such member in or with any other person, firm, company or body being or becoming capable of being terminated or adversely modified or adversely affected or any adverse action being taken or any onerous obligation or liability arising thereunder;

iv.           any asset or interest of any member of the Wider Darty Group being or falling to be disposed of or charged (otherwise than in the ordinary course of business) or ceasing to be available to any member of the Wider Darty Group or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Darty Group;

v.            any member of the Wider Darty Group ceasing to be able to carry on business under any name under which it presently does so;

vi.           any member of the Wider Steinhoff Group and/or of the Wider Darty Group being required to acquire or repay any shares in and/or indebtedness of any member of the Wider Darty Group owned by any Third Party;

vii.         any change in or effect on the ownership or use of any intellectual property rights owned or used by any member of the Wider Darty Group;

viii.        the value or financial or trading position or prospects of any member of the Wider Darty Group being prejudiced or adversely affected; or

ix.           the creation of any liability, actual or contingent, by any such member (other than in the ordinary course of business),

and no event having occurred which, under any provision of any such arrangement, agreement, licence or other instrument, might reasonably be expected to result in any of the events referred to in this Condition (g) to an extent which would be material in the context of the Wider Darty Group taken as a whole;

General Third Party clearances

(h)       the waiver (or non-exercise within any applicable time limits) by any relevant government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, any entity owned or controlled by any relevant government or state, or any other body or person whatsoever in any jurisdiction (each a "Third Party") of any termination right, right of pre-emption, first refusal or similar right (which is material in the context of the Wider Darty Group taken as a whole) arising as a result of or in connection with the Offer including, without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, Darty by Conforama or any member of the Wider Steinhoff Group;

(i)        all necessary filings or applications having been made in connection with the Offer and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Offer or the acquisition by any member of Conforama or the Wider Steinhoff Group of any shares or other securities in, or control of, Darty and all Authorisations reasonably deemed necessary or appropriate by Conforama or any member of the Wider Steinhoff Group for or in respect of the Offer including without limitation, its implementation and financing or the proposed direct or indirect acquisition of any shares or other securities in, or control of, Darty or any member of the Wider Darty Group by any member of Conforama or the Wider Steinhoff Group having been obtained in terms and in a form reasonably satisfactory to Conforama from all appropriate Third Parties or persons with whom any member of the Wider Darty Group has entered into contractual arrangements and all such Authorisations together with all material authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary or appropriate to carry on the business of any member of the Wider Darty Group which is material in the context of Conforama or the Wider Steinhoff Group or the Darty Group as a whole or of the financing of the Offer remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(j)        no Third Party having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or might reasonably be expected to:

i.             require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of Conforama or the Wider Steinhoff Group or any member of the Wider Darty Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof which, in any such case, is material in the context of Conforama or the Wider Steinhoff Group or the Wider Darty Group in either case taken as a whole;

ii.            require, prevent or delay the divestiture by any member of Conforama, or the Wider Steinhoff Group of any shares or other securities in Darty;

iii.          impose any material limitation on, or result in a delay in, the ability of any member of Conforama or the Wider Steinhoff Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the Wider Darty Group or Conforama or the Wider Steinhoff Group or to exercise management control over any such member;

iv.           otherwise adversely affect the business, assets, profits or prospects of any member of Conforama or the Wider Steinhoff Group or of any member of the Wider Darty Group to an extent which is material in the context of Conforama or the Wider Steinhoff Group or the Darty Group in either case taken as a whole;

v.            make the Offer or its implementation or the acquisition or proposed acquisition by Conforama or the Wider Steinhoff Group of any shares or other securities in, or control of Darty void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise materially interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith;

vi.           require any member of Conforama or the Wider Steinhoff Group or the Wider Darty Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Darty Group or Conforama or the Wider Steinhoff Group owned by any third party;

vii.         impose any limitation on the ability of any member of the Wider Darty Group to co-ordinate its business, or any part of it, with the businesses of any other members which is adverse to and material in the context of the Wider Darty Group taken as a whole or in the context of the Offer; or

viii.        result in any member of the Wider Darty Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Darty Shares having expired, lapsed or been terminated;

Certain matters arising as a result of any arrangement, agreement etc.

(k)       save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Darty Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition of any shares or other securities in Darty or because of a change in the control or management of Darty or otherwise, could or might reasonably be expected to result in to an extent which is material in the context of the Wider Darty Group, or Conforama or the Wider Steinhoff Group, in either case taken as a whole, or in the context of the Offer:

i.             any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

ii.            any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken or arising thereunder;

iii.          any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

iv.           other than in the ordinary course of business, the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

v.            the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

vi.           the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

vii.         any such member ceasing to be able to carry on business under any name under which it presently does so; or

viii.        other than in the ordinary course of business, the creation of any liability, actual or contingent, by any such member,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Darty Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or might reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this Condition;

Certain events occurring since 30 April 2015

(l)        save as Disclosed, no member of the Wider Darty Group having, since 30 April 2015:

i.             save as between Darty and wholly-owned subsidiaries of Darty or for Darty Shares issued under or pursuant to the exercise of options and vesting of awards granted under the Darty Share Plan , issued, authorised or proposed the issue of additional shares of any class;

ii.            save as between Darty and wholly-owned subsidiaries of Darty or for the grant of options and awards and other rights under the Darty Share Plan , issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

iii.          other than to another member of the Darty Group, prior to completion of the Offer, recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise except for ordinary course dividends. In particular, those Darty Shareholders who are on the register as at 4 March 2016 will be entitled to receive the 2016 interim dividend for the period to 31 October 2015 of not more than 0.875 euro cents per Darty Share expected to be paid on 30 March 2016. In the event that the regulatory clearances relating to antitrust have not been obtained by] the record date for the 2016 final dividend, expected to be on or around 21 October 2016, Darty Shareholders on the register at that date will be entitled to receive in full the final dividend payable in relation to Darty's financial year ending on 30 April 2016 of not more than 2.625 euro cents per Darty Share;

iv.           save for intra-Darty Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and, in each case, to the extent which is material in the context of the Wider Darty Group taken as a whole;

v.            save for intra-Darty Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital in each case, to the extent which is material in the context of the Wider Darty Group taken as a whole;

vi.           issued, authorised or proposed the issue of any debentures or (save for intra- Darty Group transactions), save in the ordinary course of business, incurred or increased any indebtedness or become subject to any contingent liability;

vii.         purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital in each case, to the extent which is material in the context of the Wider Darty Group taken as a whole;

viii.        implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive;

ix.           entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be materially restrictive on the businesses of any member of the Wider Darty Group or the Wider Steinhoff Group or which involves or is reasonably likely to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business, in each case, to the extent which is material in the context of the Wider Darty Group taken as a whole;

x.            (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any part of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed, in each case, to the extent which is material in the context of the Wider Darty Group taken as a whole;

xi.           entered into any contract, transaction or arrangement which would be restrictive on the business of any member of the Wider Darty Group or the Wider Steinhoff Group other than of a nature and extent which is normal in the context of the business concerned;

xii.         waived or compromised any claim otherwise than in the ordinary course of business which is material in the context of the Darty Group taken as a whole;

xiii.        entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition;

xiv.         having made or agreed or consented to any change to:

1.                  the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Darty Group for its directors, employees or their dependents;

2.                  the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

3.                  the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

4.                  the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made,

in each case, to the extent which is material in the context of the Wider Darty Group taken as a whole;

xv.          proposed, agreed to provide or modified the terms of any of the Darty Share Plan or other benefit constituting a material change relating to the employment or termination of employment of a material category of persons employed by the Wider Darty Group or which constitutes a material change to the terms or conditions of employment of any senior employee of the Wider Darty Group, save as agreed by the Panel or by Conforama; or

xvi.        taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Darty Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code,

and, for the purposes of sub-paragraphs (iii), (iv), (v), (vi) and (xii) of this Condition, the term "Darty Group" shall mean Darty and its wholly-owned subsidiaries;

No adverse change, litigation or regulatory enquiry

(m)     save as Disclosed, since 30 April 2015:

i.             no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Darty Group which is material in the context of the Wider Darty Group taken as a whole;

ii.            no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Darty Group is or may become a party (whether as a plaintiff, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the Wider Darty Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider Darty Group which in any such case has had or might reasonably be expected to have an adverse effect on the Wider Darty Group taken as a whole;

iii.          no contingent or other liability having arisen or become apparent to Conforama which would be likely to adversely affect the Wider Darty Group taken as a whole; and 

iv.           no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Darty Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which has had, or would reasonably be expected to have, a material adverse effect on the Wider Darty Group taken as a whole;

No discovery of certain matters

(n)       save as Disclosed, Conforama not having discovered:

i.             that any financial, business or other information concerning the Wider Darty Group as contained in the information publicly disclosed at any time by or on behalf of any member of the Wider Darty Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading, in each case, to the extent which is material in the context of the Wider Darty Group taken as a whole;

ii.            that any member of the Wider Darty Group, partnership, company or other entity in which any member of the Wider Darty Group has a significant economic interest and which is not a subsidiary undertaking of Darty is subject to any liability (contingent or otherwise) which is not disclosed in the Darty Annual Report for the financial year ended 30 April 2015 in each case, to the extent which is material in the context of the Wider Darty Group taken as a whole; or

iii.          any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Darty Group and which is material in the context of the Wider Darty Group taken as a whole;

(o)       save as Disclosed, Conforama not having discovered that:

i.             any past or present member of the Wider Darty Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters or the health and safety of humans, or that there has otherwise been any such storage, carriage, disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which storage, carriage, disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider Darty Group and which is material in the context of the Wider Darty Group taken as a whole;

ii.            there is, or is likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Darty Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Darty Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which is material in the context of the Wider Darty Group taken as a whole or the Offer;

iii.          circumstances exist (whether as a result of the Offer or otherwise) which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider Steinhoff Group or any present or past member of the Wider Darty Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re-instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider Darty Group (or on its behalf) or by any person for which a member of the Wider Darty Group is or has been responsible, or in which any such member may have or previously have had or be deemed to have had an interest which is material in the context of the Wider Darty Group taken as a whole or the Offer; or

iv.           circumstances exist whereby a person or class of persons would be likely to have any claim or claims in respect of any product or process of manufacture or materials used therein currently or previously manufactured, sold or carried out by any past or present member of the Wider Darty Group which claim or claims would be likely, materially and adversely, to affect any member of the Wider Darty Group and which is material in the context of the Darty Group taken as a whole or the Offer; and

Anti-corruption, sanctions and criminal property

(p)       save as Disclosed, Conforama not having discovered that:

i.             any past or present member, director, officer or employee of the Wider Darty Group is or has at any time engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation or (b) any person that performs or has performed services for or on behalf of the Wider Darty Group is or has at any time engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption legislation and regulation; or

ii.            any asset of any member of the Wider Darty Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

iii.          any past or present member, director, officer or employee of the Darty Group, or any other person for whom any such person may be liable or responsible, has engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (a) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HMRC; or (b) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states; or

iv.           no member of the Darty Group being engaged in any transaction which would cause Conforama to be in breach of any law or regulation upon its acquisition of Darty, including the economic sanctions of the United States Office of Foreign Assets Control, or HMRC, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states.

Subject to the requirements of the Takeover Panel, Conforama reserves the right in its sole discretion to waive (if capable of waiver) in whole or in part any of the above Conditions (b) to (p) (inclusive).

Conditions (a) to (p) (inclusive) must be satisfied as at, or waived (where applicable) on or before, midnight on the 21st  day after the later of the first closing date of the Offer and the date on which Condition (a) is fulfilled (or such later date as Conforama and Darty may, with the consent of the Panel, agree), failing which the Offer will lapse provided that Conforama shall be under no obligation to waive or treat as fulfilled any of Conditions (b) to (p) (inclusive) by a date earlier than the latest date specified above for the fulfilment thereof notwithstanding that the other conditions of the Offer may at such earlier date have been fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

Except with the Panel's consent Conforama will not invoke any of the above conditions (except for the acceptance condition in (a)) so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the relevant conditions are of material significance to Conforama in the context of the Offer.



Part C - Certain further TERMS of the Offer

 

1          The Offer will lapse if:

1.1         the European Commission initiates proceedings under Article 6(1)(c) in respect of the Offer before the first closing date of the Offer and the date the Offer is declared unconditional as to acceptances, whichever is the later; or

1.2         the European Commission refers any aspect of the Offer to the CMA under Article 9(1) of the Regulation and the CMA then initiates a Phase 2 reference in respect of the Offer before the date the Offer is declared unconditional as to acceptances.

2          Conforama reserves the right for any other member of the Steinhoff Group from time to time to implement the Offer.

3          If the Offer lapses, the Offer will cease to be capable of further acceptance and both Conforama and Darty shall immediately cease to be bound by acceptances delivered on or before the date on which the Offer lapses. Darty Shareholders who have accepted the Offer and Conforama shall then cease to be bound by acceptances delivered on or before the date on which the Offer lapses.

4          Conforama reserves the right to make such changes to the above conditions as may be appropriate in the event that the conditions of the Offer are required to be amended to comply with Rule 9 of the Code.

5          The Offer will be made on the terms and will be subject to the conditions which are set out in this Appendix I, those terms which will be set out in the Offer Document and the Form of Acceptance and such further terms as may be required to comply with the provisions of the Code.  This announcement does not constitute an offer or invitation to purchase any securities.

6          The Offer will be governed by English law and subject to the jurisdiction of the English courts and to the conditions and further terms set out below and to be set out in the Offer Document and the Form of Acceptance.



APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

1          As at the close of business on 17 March 2016, being the last business day prior to the date of this announcement, Darty had in issue 529,553,216 Darty Shares.  The ISIN for the Darty Shares is GB0033040113.

2          The value placed on the issued and to be issued share capital of Darty (£673 million) is based on 538,495,977 Darty Shares. 

3          The closing mid-market share prices of Darty Shares on 29 September 2015, 6 November 2015 and 20 November 2015 referred to in this announcement are derived from the London Stock Exchange Daily Official List.

4          Unless otherwise stated, the financial information relating to Darty is extracted or derived from the Darty Annual Report and the Darty Interim Report (without any adjustment).

5          Unless otherwise stated, the financial information relating to Steinhoff is extracted or derived from the Steinhoff Annual Report and the Steinhoff Interim Report (without any adjustment) and Steinhoff's European Prospectus dated 19 November 2015.



APPENDIX III

DEFINITIONS

The following definitions apply throughout this announcement unless the context requires otherwise. 

"Authorisations"

material authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licenses, permissions and approvals

"Business Day"

any day which is not a Saturday, Sunday or a bank or public holiday in England

"City Code" or "Code"

the City Code on Takeovers and Mergers, as amended from time to time

"Clean Team Agreement"

has the meaning given to that term in paragraph 12 of this announcement

"Closing Price"

in the case of Darty Shares, the closing middle market quotation of a Darty Share as derived from the Daily Official List

"CMA"

the Competition and Markets Authority

"Companies Act"

the Companies Act 2006 (as amended, modified, consolidated, re-enacted or replaced from time to time)

"Conditions"

 

the conditions of the Offer set out in Appendix I to this announcement and to be set out in the Offer Document and a "Condition" shall mean any one of them

"Confidentiality Agreement"

has the meaning given to that term in paragraph 12 of this announcement

"Conforama"

Conforama Investissement SNC

"Conforama Directors"

the directors of Conforama as at the date of this announcement

"Co-Operation Agreement"

the agreement between Conforama and Darty dated 18 March 2016 and relating, among other things, to the implementation of certain matters in connection with the Offer

"Daily Official List"

the Daily Official List published by the London Stock Exchange

"Darty"

Darty plc

"Darty Annual Report"

the annual report and accounts of Darty for the year ended 30 April 2015

"Darty Deferred Bonus Awards"

means the component of annual bonus payments in respect of past, present and future financial years for Regis Schultz, Albin Jacquemont and Simon Enoch deferred into awards over Darty Shares for a three year period

"Darty Directors"

the directors of Darty as at the date of this announcement or, when the context so requires, directors of Darty from time to time

"Darty Group"

Darty, its subsidiaries and subsidiary undertakings

"Darty Interim Report"

the interim report and accounts of Darty for the six months ended 31 October 2015

"Darty Pension Scheme"

means the occupational pension scheme operated by the Target Group for the benefit of the Darty Group's employees

"Darty Share Plan"

means the Kesa Electricals plc Long Term Incentive Plan,  the rules of which were approved by Darty Shareholders on 18 June 2010

"Darty Shareholders" or "Shareholders"

the holders of Darty Shares from time to time

"Darty Shares"

the existing unconditionally allotted or issued and fully paid ordinary shares of 30 euro cents each in the capital of Darty and any further such ordinary shares which are unconditionally allotted before the Offer becomes or is declared unconditional as to acceptances

"Dealing Disclosure"

has the same meaning as in Rule 8 of the Code

"Disclosed"

means the information disclosed by, or on behalf of Darty in: (i) the Darty Annual Report; (ii) this Announcement; (iii) the announcement by Darty of its first quarter trading for the period 1 May 2015 to 31 July 2015 released by Darty on 10 September 2015; (iv) the announcement by Darty of its trading for the period 31 May 2015 to 31 October 2015, released by Darty on 10 December 2015; (v) the announcement by Darty of its trading for the period 1 November 2015 to 31 January 2016 released by Darty on 18 February 2016; (vi) any other public announcement made by Darty in accordance with the City Code, the Listing Rules, the Disclosure and Transparency Rules after 30 April 2015 but prior to the date of this Announcement;  or (vii) as disclosed in writing or as otherwise fairly disclosed to Conforama (its officers, employees, agents or advisers in their capacity as such) by or on behalf of Darty or its agents prior to the date of this announcement

"FCA" or "Financial Conduct Authority"

the United Kingdom Financial Conduct Authority and any successor or replacement regulatory body or bodies

"Form of Acceptance"

the form of acceptance and authority relating to the Offer accompanying the Offer Document

"FSMA"

the Financial Services and Markets Act 2000 and any subordinate legislation made under it, or any applicable successor or replacement regulatory regime in the UK

"London Stock Exchange"

London Stock Exchange plc

"Long Stop Date"

 

unless otherwise agreed in writing by Conforama and Darty, 30 September 2016;

"Offer Document"

the document containing the Offer to be sent to Darty Shareholders

"Offer Period"

means the period commencing on 30 September 2015, being the date that it was first announced by Fnac that it was considering an offer for Darty plc, and ending on: (i) the earlier of the date on which the Offer has become or has been declared unconditional as to acceptances and/or the date on which the Offer lapses or is withdrawn (or such other date as the Panel may decide), in each case other than where such lapsing or withdrawal is a result of Conforama exercising its right to implement the Offer by way of a scheme of arrangement (as appropriate);

"Offer Price"

125 pence per Darty Share

"Offer"

the recommended offer to acquire the entire issued and to be issued share capital of Darty by Conforama to be implemented by means of a Takeover Offer on the terms and subject to the Conditions set out in this announcement and to be set out in the Offer Document and, where the context admits, any subsequent revision, variation, extension or renewal thereof  

"Official List"

the Official List of the UK Listing Authority

"Opening Position Disclosure"

has the same meaning as in Rule 8 of the Code

"Panel" or "Takeover Panel"

the Panel on Takeovers and Mergers

"Regulation"

Council Regulation (EC) No139/2004

"Regulatory Conditions"

the Conditions set out in paragraphs (b) - (d) of Appendix I

"Restricted Jurisdiction"

any such jurisdiction where local laws or regulations may result in significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Darty Shareholders in that jurisdiction (in accordance with Rule 23.2 of the City Code)

"Steinhoff"

Steinhoff International Holdings N.V.

"Steinhoff Annual Report"

the annual report and accounts of Steinhoff for the year ended 30 June 2015

"Steinhoff Group"

Steinhoff, its subsidiaries and subsidiary undertakings

"Steinhoff Interim Report"

 

the interim report and accounts of Steinhoff for the six months ended 31 December 2015

"Takeover Offer"

the proposed Offer by means of a takeover offer under the City Code, particulars of which will be set out in the Offer Document

"Third Party"

any government or governmental, quasi-governmental, supranational, statutory, regulatory or investigative body, authority, court, trade agency, association or institution or professional or environmental body or any other similar person or body whatsoever in any relevant jurisdiction

"UKLA"

the UK Listing Authority, being the Financial Services Authority Limited acting in its capacity as the competent authority for the purposes of Part IV of the Financial Services and Markets Act 2000

"United Kingdom" or "UK"

the United Kingdom of Great Britain and Northern Ireland

"US" or "United States"

the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia

"Wider Darty Group"

Darty, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Darty and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent

"Wider Steinhoff Group"

Steinhoff, its subsidiaries, subsidiary undertakings and associated undertakings and any other body corporate, partnership, joint venture or person in which Conforama and such undertakings (aggregating their interests) have a direct or indirect interest of 20 per cent. or more of the voting or equity capital or the equivalent

 

For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All references to "R" and "Rand" are to the lawful currency of the Republic of South Africa.

All the times referred to in this announcement are London times unless otherwise stated.

References to the singular include the plural and vice versa.



[1] Calculated by reference to the Closing Price of Darty Shares on 29 September 2015 of 81 pence in respect of a Darty Share, which is not adjusted for the final dividend for the financial year ended 30 April 2015 and paid on 13 November 2015.

[2] Calculated by reference to the Closing Price of Darty Shares on 29 September 2015 of 81 pence in respect of a Darty Share, which is not adjusted for the final dividend for the financial year ended 30 April 2015 and paid on 13 November 2015.


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