LONDON, 2015-9-30 — /EPR Retail News/ — The Board of Darty plc (“Darty” or the “Company”) announces that it has received a proposal from Groupe Fnac SA (“Fnac”) regarding an all-share offer by Fnac for Darty on the basis of 1 Fnac share for every 39 Darty shares held. The proposal currently values Darty at 101p per share based on the closing prices on 29 September 2015. In addition, Darty shareholders would be entitled to retain the final dividend of 2.625 cents payable on 13 November 2015 to those shareholders on the record as at 23 October 2015.
The Board has considered the proposal and concluded that it should further explore the benefits of a potential combination with Fnac. Initially, this engagement will focus on reviewing deal execution risks in order to determine whether an offer is likely to be deliverable on a basis which could be capable of being recommended to Darty shareholders.
In accordance with Rule 2.6(a) of the Takeover Code, Darty confirms that by no later than 5.00 p.m. on 28 October 2015, Fnac must either announce a firm intention to make an offer for Darty under Rule 2.7 of the Code or announce that it does not intend to make an offer for Darty, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.
In accordance with Rule 26.1 of the Code, a copy of this announcement will be available atwww.dartygroup.com.
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
A further announcement will be made in due course.
This announcement has been made without the consent of Fnac.
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About Darty plc
Darty group is a leading multi-channel service led electrical retailer operating 400 stores in three European countries. It generated an annual turnover of over €3.5 billion in 2014/15 through operations in Darty and Mistergooddeal.com 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 NYSE Euronext Paris.
For further information, please visit the company’s website, www.dartygroup.com.
Certain statements made in this anLnouncement are forward looking statements. Such statements are based on current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from any expected future results in forward looking statements. Unless otherwise required by applicable laws, regulations or accounting standards, Darty plc does not undertake any obligation to update or revise any forward looking statements, whether as a result of new information, future developments or otherwise.
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 approach referred to in this announcement. 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 this approach, 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 approach referred to in this announcement. 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 this approach, the contents of this announcement or any other matter referred to herein.
Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, South Africa or Japan or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of Australian, Canadian, South Africa or Japanese securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any such restrictions.
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
This announcement is not an offer of securities in the United States.
The securities to which this announcement relates have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or with any regulating authority or under any applicable securities laws of any state or other jurisdiction of the United States, and may not be offered or sold within the United States unless registered under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with applicable state law. The securities mentioned herein are expected to be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereunder.