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Wednesday 01 June, 2016

Steinhoff Intl Hldgs

Offer Lapsed

RNS Number : 8074Z
Steinhoff International Hldgs NV
01 June 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

1 June 2016

FINAL OFFER

for

Darty plc ("Darty")

 

by

 

Conforama Investissement 2 SAS ("Conforama")

(a wholly owned subsidiary of Steinhoff International Holdings N.V.)

LAPSE OF THE FINAL OFFER AND LEVEL OF ACCEPTANCES AT FIFTH CLOSING DATE

 

1          Introduction

On 11 April 2016, Conforama published an offer document setting out the full terms and conditions of the Offer (the "Offer Document"), announced on 18 March 2016.  On 21 April 2016, the board of Conforama announced the terms of an increased cash offer at an offer price of 160 pence per Darty Share, which was declared final on 27 April 2016 (the "Final Offer").   

Conforama notes the increased offer by Groupe Fnac S.A. ("Fnac") of 170 pence per Darty share announced on 26 April 2016 and as set out in its offer document dated 18 May 2016 (the "Fnac Offer").

Conforama further notes that the board of Darty announced on 31 May 2016 its unanimous recommendation to Darty shareholders to accept the Fnac Offer.

2          Lapse of Final Offer

The Co-Operation Agreement entered into between Conforama and Darty on 18 March 2016 requires Conforama to keep the Final Offer open until 10 June 2016 provided that the board of Darty has not withdrawn its recommendation.  Accordingly, Conforama confirms that it will not extend the Final Offer and announces today that the Final Offer has lapsed and is no longer capable of acceptance.

With the consent of the Takeover Panel and Darty, Conforama will not publish a revised offer document setting out the terms and conditions of the Final Offer.  Share certificate(s) and/or other document(s) of title of Darty shareholders received by Computershare Investor Services plc, in its capacity as receiving agent for the purposes of the Final Offer, will be returned by post to such shareholders within 14 days of the date of this announcement.

3          Levels of acceptances and disclosure of interests in relevant securities at Fifth Closing Date

As of the close of business on 31 May 2016 (being the last Business Day prior to the publication of this announcement), Conforama and its concert parties held 108,025,242 Darty Shares representing approximately 20.40 per cent. of the current issued share capital of Darty.

As at 1.00 p.m. (London time) on 31 May 2016 (being the Fifth Closing Date), Conforama had received valid acceptances of the Offer in respect of 4,035,818 Darty Shares representing approximately 0.76 per cent. of the current issued share capital of Darty, as a result of which Conforama and other wholly owned subsidiaries of Steinhoff either owned or had received valid acceptances of the Offer in respect of a total of 112,061,060 Darty Shares, representing approximately 21.16 per cent. of the current issued share capital of Darty all of which may count towards the satisfaction of the Acceptance Condition. No acceptances have been received from Darty Shareholders acting in concert with Conforama.

This announcement has been made with the consent of the Takeover Panel and Darty and will be made available on the website of Steinhoff, http://www.steinhoffinternational.com, in accordance with Rule 26.1(b) of the City Code on Takeovers and Mergers.

 

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

Tom Jacob

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



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

 

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 Final 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 Final 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 Final 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 Final Offer, the contents of this announcement or any other matters referred to in this announcement.

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 Final Offer or otherwise, nor shall there be any sale, issuance or transfer of securities by Darty or Conforama pursuant to the Final Offer in any jurisdiction in contravention of applicable laws. The Final Offer will be effected solely through the Final Offer Document, which will contain the full terms and conditions of the Final Offer, including details of how to accept the Final Offer.  Darty and Conforama urge Darty Shareholders to read the Final 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 Final 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 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.

Your attention is drawn to Appendix I which form part of, and should be read in conjunction with, this announcement and contains the bases and sources of certain information used in this announcement.

Any further extensions of the Final Offer will be publicly announced to an RIS no later than 8.00 a.m. (London time) on the Business Day following the date on which the Final Offer was otherwise due to expire, or such later date or time as the Panel may agree.

Save as set out in the Offer Document and in this announcement, none of Conforama nor, so far as Conforama is aware, any person acting in concert (within the meaning of the 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.

Terms and expressions used in this announcement shall, unless otherwise defined herein and save as the context otherwise requires, have the same meanings as given to them in the Offer Document.

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 Code and permitted by applicable law and regulation, the Final 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 Final Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Final 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 Final 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 Final Offer.

The availability of the Final 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 Final Offer Document.

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.

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 announcement.

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 Final Offer is subject to the provisions of the Code.  In accordance with Rule 23.2 of the 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 Final Offer should be in hard copy form.



APPENDIX I

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

1          As at the close of business on 31 May 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 (£860 million) is based on 537,485,315 Darty Shares. 

 


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