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Thursday 21 April, 2016

Steinhoff Intl Hldgs

Third increased cash offer

RNS Number : 9608V
Steinhoff International Hldgs NV
21 April 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

21 April 2016

THIRD INCREASED CASH OFFER

for

Darty plc ("Darty")

 

by

 

Conforama Investissement 2 SAS ("Conforama")

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

CONFORAMA ANNOUNCES AN INCREASED CASH OFFER TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE CAPITAL OF DARTY NOT ALREADY HELD BY CONFORAMA AT 160 PENCE PER DARTY SHARE

 

1          Introduction

On 18 March 2016 the boards of Conforama Investissement SNC and Darty announced that they had reached agreement on the terms of a recommended all cash offer to be made by Conforama Investissement SNC (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 "Original Offer"). On 11 April 2016 Conforama published an offer document setting out the full terms and conditions of the Original Offer (the "Original Offer Document").

On 20 April 2016 the board of Conforama announced that Steinhoff Finance Holdings Gmbh ("SFH"), a wholly owned subsidiary of Steinhoff International Holdings N.V. ("Steinhoff"), had acquired in aggregate 103,205,977 Darty Shares at a price of 138 pence per Darty share and announced the terms of an increased cash offer to be made to Darty shareholders (the "Increased Offer").

Earlier today the board of Conforama announced the terms of a second increased cash offer at an offer price of 150 pence per Darty Share (the "Second Increased Offer").

2          Third Increased Offer

The board of Conforama is pleased to announce the terms of an increased cash offer to be made by Conforama (with the support of Steinhoff) for the entire issued and to be issued ordinary share capital of Darty at a price of 160 pence per Darty Share (the "Third Increased Offer").

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

for each Darty Share                                  160 pence in cash

The Third Increased Offer values the entire issued, and to be issued, share capital of Darty at approximately £860 million. 

Pursuant to the terms of the Original Offer Document, Darty Shareholders who have previously validly accepted the Original Offer, the Increased Offer or the Second Increased Offer will automatically be deemed to have accepted the terms of the Third Increased Offer by virtue of their prior acceptances and therefore need take no further action. Save as set out in this announcement, the Third Increased Offer is subject to the same terms and conditions as the Original Offer. The Third Increased Offer is a revision to the Original Offer, the Increased Offer and the Second Increased Offer, and shall be construed accordingly.

In accordance with Rule 32.1 of the Code, a revised offer document (the "Third Increased Offer Document") containing details of the Third Increased Offer will be posted to Darty Shareholders and, for information only, to participants in the Darty Share Incentive Schemes and persons with information rights including employees or their representatives (other than in relation to anyone in any jurisdiction where extension or acceptance of the Third Increased Offer would violate the law of that jurisdiction, including but not limited to Canada, Australia, Republic of South Africa and Japan (a "Restricted Jurisdiction")) in due course.

The board of Darty recommended Conforama's Original Offer of 125 pence per Darty Share.  The board of Conforama will seek the Darty board's recommendation of the Third Increased Offer in due course.

3          Financing of the Third Increased Offer

The cash consideration payable under the terms of the Third Increased 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 Third Increased Offer.

4          Darty Share Plan

Participants in the Darty Share Plan will be contacted to explain the effect of the Third Increased Offer on the proposals which will be made in respect of their options and awards.

5          Disclosure of interests in relevant securities

Conforama Investissement SNC has made a public Opening Position Disclosure setting out the details required to be disclosed by it under Rule 8.1(a) of the Code on 16 March 2016.  The Opening Position Disclosure and the Original Offer Document included relevant details in respect of persons acting in concert with Conforama.

As of the close of business on 20 April 2016 (being the last Business Day prior to the publication of this announcement), the following Conforama concert parties held the following interests:

·     SFH holds 103,205,977 Darty Shares representing approximately 19.5 per cent of the issued ordinary share capital of Darty;

·     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 Dynamic Diversified 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, the Original Offer Document and in this paragraph, 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.

6          Acceptance, irrevocable undertakings and letter of intent

As at 5.00 p.m. (London time) on 20 April 2016 (being the last Business Day prior to the date of this announcement), Conforama had received no valid acceptances of the Original Offer, the Increased Offer or the Second Increased Offer.

Conforama received irrevocable undertakings from each of the Darty Directors to accept the Offer in respect of their entire beneficial holdings of, in aggregate, 1,008,161 Darty Shares, representing, in aggregate, approximately 0.19 per cent. of Darty's existing issued share capital. These irrevocable undertakings ceased to be binding upon the announcement by Groupe Fnac, S.A. of an increased offer for Darty on 21 April 2016.

As at the date of this announcement Conforama Investissement SNC has received a letter of intent from Schroder Investment Management Limited, to accept the Original 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. On 20 April 2016, SFH acquired 38,000,000 Darty Shares from Schroder Investment Management Limited.

7          Closing Date of the Third Increased Offer

Conforama has undertaken to Darty, as set out in paragraph 1(a) of Part B (Further Terms of the Offer) of Appendix I of the Original Offer Document, that while the Third Increased Offer has not been declared or becomes unconditional as to acceptances and remains recommended by the Darty Directors it will extend the Third Increased Offer so that it remains open for acceptances until midnight on 10 June 2016 ("Day 60").

Notwithstanding the above Conforama urges Darty Shareholders to accept the Third Increased Offer by 1.00 p.m. (London time) on the next closing date of the Third Increased Offer, which will be 14 days following the date on which the Third Increased Offer Document is published (or such later date as Conforama may determine).

Any extensions of the Third Increased 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 Third Increased Offer was otherwise due to expire, or such later date or time as the Panel may agree.

8          Compulsory Acquisition, Delisting and re-registration

If Conforama receives acceptances under the Third Increased Offer in respect of, and/or otherwise acquires, both 90 per cent. or more in value of the Darty Shares to which the Third Increased 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 Third Increased 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 Companies Act 2006 to acquire compulsorily the remaining Darty Shares on the same terms as the Third Increased Offer.

Following the Third Increased Offer becoming or being declared unconditional in all respects, if Conforama receives acceptances under the Third Increased 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 Third Increased Offer becoming or being declared unconditional in all respects, Darty will be re-registered as a private limited company.

9          Offer-related arrangements

A summary offer related arrangements is set out in paragraph 14 of Part II of the Original Offer Document.

10        Dividends

If Darty announces, declares or pays any dividend or any other distribution to Darty Shareholders after 11 April 2016, Conforama reserves the right to make an equivalent reduction to the Third Increased Offer price of 160 pence per Darty Share.

11        General

A list of documents which are 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) is set out in paragraph 12 of Appendix II of the Original Offer Document.  A copy of this announcement will also 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.

Save as set out in this announcement, the Third Increased Offer will be subject to the same terms and conditions as the Original Offer set out in the Original Offer Document. Accordingly, your attention is drawn to the Original Offer Document, which is available on Steinhoff's website at http://www.steinhoffinternational.com

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 conditions in paragraphs (b) to (p) in Part A of Appendix I of the Original Offer Document.

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.

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 Original Offer Document.

 

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

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 Third Increased 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 Third Increased Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this announcement and all documentation relating to the Third Increased 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 Third Increased 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 Third Increased Offer.

The availability of the Third Increased 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 Third Increased Offer Document.

Important information for Darty Shareholders resident in the United States

The Third Increased 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 Third Increased 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 Third Increased 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 Third Increased 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 Third Increased 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 Third Increased 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 THIRD INCREASED OFFER. CONFORAMA WILL BE MAKING THE THIRD INCREASED OFFER ONLY BY, AND PURSUANT TO THE TERMS OF, THE THIRD INCREASED OFFER DOCUMENT. THE THIRD INCREASED 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 DOCUMENT 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 Third Increased 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 Third Increased 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 Third Increased 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 Third Increased 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 Third Increased 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 20 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. 

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.

 


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