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Tuesday 03 May, 2016

Steinhoff Intl Hldgs

Offer Update

RNS Number : 9961W
Steinhoff International Hldgs NV
03 May 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

3 May 2016

FINAL OFFER

for

Darty plc ("Darty")

 

by

 

Conforama Investissement 2 SAS ("Conforama")

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

LEVEL OF ACCEPTANCES AT FIRST CLOSING DATE AND EXTENSION OF THE FINAL OFFER

 

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 (the "Fnac Offer") announced on 26 April 2016.

 

2          Levels of acceptances and disclosure of interests in relevant securities at First Closing Date

As of the close of business on 29 April 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 2 May 2016 (being the First Closing Date), Conforama had received valid acceptances of the Offer in respect of 1,732,945 Darty Shares representing approximately 0.32 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 109,758,187 Darty Shares, representing approximately 20.73 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.

 

3          Next Closing Date

In accordance with the terms of the Co-Operation Agreement entered into between Conforama and Darty on 18 March 2016, Conforama has undertaken to keep its offer open until 10 June 2016 provided that the board of Darty has not withdrawn its unanimous and unconditional recommendation.

Accordingly, the Offer, which remains subject to the terms and conditions set out or referred to in the Offer Document and in the announcement on 21 April 2016 by Conforama of the Final Offer, is being extended and will remain open for acceptances until 1.00 p.m. (London time) on 9 May 2016.  If, by 1.00 p.m. on 9 May 2016, the board of Darty has recommended the Fnac Offer, or has withdrawn its recommendation of the Offer and Conforama has not received acceptances in respect of at least 70 per cent. of the Darty shares, the Offer could lapse.

In addition, Conforama expects shortly to publish a revised offer document setting out the terms and conditions of the Final Offer (the "Final Offer Document"). As required under the Code, the Final Offer will be open for acceptances for a minimum of 14 days from the time that it is made, when it could lapse if the board of Darty has recommended the Fnac Offer, or has withdrawn its recommendation of the Offer and Conforama has not received acceptances in respect of at least 70 per cent. of the Darty shares by that time.

 

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.

Investec Bank plc, who indirectly holds 3,050 Darty Shares representing 0.0005 per cent of the issued ordinary share capital of Darty, is no longer acting or deemed to be acting in concert with Conforama.

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.

Important information for Darty Shareholders resident in the United States

The Final Offer relates to the shares of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the US. Any financial statements or other financial information included in this announcement may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Final Offer, since Conforama and Darty are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders of Darty Shares may not be able to sue Conforama, Darty or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Conforama, Darty and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.

The Final Offer will be made in the US pursuant to Section 14(e) and Regulation 14E under the US Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of the Code. Accordingly, the Final Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under US domestic tender offer procedures and law.

Darty Shareholders should be aware that Conforama may purchase or arrange to purchase Darty Shares otherwise than under the Final Offer, such as in open market or privately negotiated purchases in accordance with rule 14e-5 under the US Exchange Act. Any such purchases of Darty Shares by Conforama otherwise than under the Final Offer will be publically announced by way of a dealing disclosure pursuant to the requirements of the Code and will be released to an RIS.

THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION TO BUY ANY OF THE SHARES REFERRED TO HEREIN NOR IS IT A SOLICITATION FOR ACCEPTANCE OF THE FINAL OFFER. CONFORAMA WILL BE MAKING THE FINAL OFFER ONLY BY, AND PURSUANT TO THE TERMS OF, THE FINAL OFFER DOCUMENT. THE FINAL OFFER IS NOT BEING MADE IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE, IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL.

Forward looking statements

This announcement, any oral statements made by Conforama or Darty in relation to the Final 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 Final 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 Final 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.

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 29 April 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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