Fnac Darty: APPROVAL BY CONSOB OF THE OFFER DOCUMENT
Ivry-sur-Seine, France — August 23, 2024, 5:45 PM
CEST
THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS
PRESS RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IS NOT
PERMITTED IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN OR ANY OTHER COUNTRY WHERE SUCH COMMUNICATION WOULD
VIOLATE THE RELEVANT APPLICABLE REGULATION
PRESS RELEASE
APPROVAL BY CONSOB OF THE OFFER
DOCUMENT
TENDER PERIOD FROM 2 SEPTEMBER 2024 TO 25
OCTOBER 2024, SUBJECT TO POSSIBLE EXTENSIONS
With reference to the voluntary public tender
and exchange offer (the “Offer”) pursuant to Articles 102 and 106,
paragraph 4, of the Italian Legislative Decree no. 58 of February
24, 1998, as subsequently integrated and amended (the “CFA”),
launched by Fnac Darty SA (“Fnac Darty”) and RUBY Equity Investment
S.à.r.l. (“Ruby” and together with Fnac Darty, the “Offerors”) for
all of the ordinary shares of Unieuro S.p.A. (“Unieuro”) not
already held by the Offerors, including the treasury shares
directly or indirectly held, from time to time, by Unieuro, the
Offerors inform that Consob, with resolution no. 23231 dated August
23, 2024, approved - pursuant to Article 102, Paragraph 4, CFA and
Article 38 of Consob Regulation 11971/1999, as subsequently amended
and supplemented (the “Issuers’ Regulation”) - the Offer document
(the “Offer Document”).
Tender period. The tender
period of the Offer, agreed with Borsa Italiana S.p.A. pursuant to
Article 40, Paragraph 2, of Issuers’ Regulation, corresponding to
40 trading days, will start at 8:30 a.m. (Italian time) of 2
September, 2024 and end at 5:30 p.m. (Italian time) of 25 October,
2024 (first and last day included), subject to possible extensions
in accordance with the applicable regulatory provisions.
Accordingly, 25 October, 2024, subject to possible extensions of
the tender period, will be the closing date of the Offer.
Potential re-opening of the tender
period. If the relevant conditions are met, pursuant to
Article 40-bis, paragraph 1, letter a), of the Issuers’
Regulation, by the trading day following the payment date, the
tender period must be reopened for 5 trading days and specifically,
subject to possible extensions of the tender period, for the
sessions of 4, 5, 6, 7, and 8 November 2024.
-
Consideration. The Offerors will pay a
consideration for each Unieuro Share tendered to the Offer (the
“Consideration”) equal to:
- Euro 9.00 (the
“Cash Portion”); and
- 0.1 Fnac Darty
newly issued shares listed on Euronext Paris (the “Share
Portion”).
The Fnac Darty shares offered as Share Portion
of the Consideration will have regular dividend entitlement, will
belong to the same category of and will have the same rights as the
existing Fnac Darty shares. Such shares will be listed and traded
on Euronext Paris.
The Consideration of the Offer will be paid to
the tendering shareholders of Unieuro on the fifth trading day
following the closing date of the tender period, i.e. 1
November, 2024, unless the tender period is extended in accordance
with applicable law and regulatory provisions. In case of reopening
of the tender period, the payment of the Consideration for the
shares tendered to the Offer during the reopening will take place
on the fifth trading day following the closing date of the
reopening of the tender period, i.e. 15 November 2024
(unless the tender period is extended).
Publication. The Offer Document
containing a detailed description of the terms and conditions of
the Offer and, among others, the procedures for tendering in the
Offer, will be published in accordance with applicable law on the
website of Unieuro (www.unieurospa.com) and on the website of Fnac
Darty (www.fnacdarty.com). In addition, the Offer Document will be
made available to the public for consultation:
- at the
registered office of Fnac Darty, at 9 rue des Bateaux-Lavoirs, ZAC
Port d’Ivry, 94200 Ivry-sur-Seine (France);
- at the offices
of Intesa Sanpaolo S.p.A., in its capacity as intermediary
responsible for coordinating the collection of tenders, at Largo
Mattioli, no. 3, 20121, Milan (Italy);
- at the
registered office of the responsible intermediaries for the
collection of tenders; and
- on the website
of Georgeson S.r.l., in its capacity as global information agent,
(www.georgeson.com).
Please note that the Offer Document will be
published, pursuant to Article 34-ter, paragraph 02,
letter a) of the Issuers’ Regulation, together with the exemption
document prepared by Fnac Darty for the purposes of the exemption
from the obligation to publish a prospectus provided for in Article
1, paragraph 4, letter f) of Regulation (EU) 2017/1129 of the
European Parliament and of the Council of June 14, 2017. Notice to
the public concerning the availability of the Offer Document and
exemption document will be given by means of a specific press
release.
Pending the publication of the Offer Document,
for matters not expressly indicated, reference is made to the
notice, pursuant to Article 102, paragraph 1, of the CFA and
Article 37, paragraph 1, of the Issuers’ Regulation, made public on
July 16, 2024 and published, inter alia, on Fnac Darty's
website at www.fnacdarty.com, which sets out the legal grounds and
key elements of the Offer, as well as the conditions thereof.
* * * * *
Legal Disclaimer
The Offer is being launched exclusively in
Italy and will be made on a non-discriminatory basis and on equal
terms to all holders of Unieuro shares, as set out in the notice
published pursuant to Article 102 of Italian Legislative Decree No.
58 of February 24, 1998 and as further described in the Offer
Document that will be published in accordance with the applicable
regulations.
The Offer has not been and will not be made
in the United States of America (including its territories and
possessions, any state of the United States of America and the
District of Columbia) (the “United States”), Canada, Japan,
Australia and any other jurisdictions where making the Offer or
tendering therein would not be in compliance with the securities or
other laws or regulations of such jurisdiction or would require any
registration, approval or filing with any regulatory authority
(such jurisdictions, including the United States, Canada, Japan and
Australia, the "Excluded Countries"), by using national or
international instruments of communication or commerce of the
Excluded Countries (including, by way of illustration, the postal
network, fax, telex, e-mail, telephone and internet), through any
structure of any of the Excluded Countries’ financial
intermediaries or in any other way. No actions have been taken or
will be taken to make the Offer possible in any of the Excluded
Countries.
Copies, full or partial, of any documents
relating to the Offer, including this press release, are not and
should not be sent, or in any way transmitted, or otherwise
distributed, directly or indirectly, in the Excluded Countries. Any
person receiving any such documents shall not distribute, send or
dispatch them (whether by post or by any other mean or device of
communication or international commerce) in the Excluded Countries.
Any document relating to the Offer, including this press release,
do not constitute and shall not be construed as an offer of
financial instruments addressed to persons domiciled and/or
resident in the Excluded Countries. No securities may be offered or
sold in the Excluded Countries without specific authorization in
accordance with the applicable provisions of the local law of the
Excluded Countries or a waiver thereof.
This press release is not an offer to sell
or a solicitation of offers to purchase or subscribe for
shares.
This press release and the information
contained herein are not for distribution in or into the United
States. This press release does not constitute, or form part of, an
offer to sell, or a solicitation of an offer to purchase, any
securities in the United States. The securities of Fnac Darty have
not been and will not be registered under the U.S. Securities Act
and may not be offered or sold within the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. There is no intention to register any securities referred to
herein in the United States or to make a public offering of the
securities in the United States.
About Fnac Darty
Operating in 13 countries, Fnac Darty is a European leader in
the retail of entertainment and leisure products, consumer
electronics and domestic appliances. The Group, which has almost
25,000 employees, has a multi-format network of more than 1,000
stores at the end of December 2023, and is ranked as a major
e-commerce player in France (more than 27 million unique visitors
per month on average) with its three merchant sites, fnac.com,
darty.com and natureetdecouvertes.com. A leading omnichannel
player, Fnac Darty’s revenue was around €8 billion in 2023, 22% of
which was realized online. For more information:
www.fnacdarty.com
CONTACTS
ANALYSTS/INVESTORS
Domitille Vielle – Head of Investor Relations –
domitille.vielle@fnacdarty.com – +33 (0)6 03 86 05 02
Laura Parisot – Investor Relations Manager –
laura.parisot@fnacdarty.com – +33 (0)6 64 74 27 18
PRESS
Audrey Bouchard – Head of Media Relations and Reputation –
audrey.bouchard@fnacdarty.com – +33 (0)6 17 25 03 77
- 20240823_PR approval of the offer document (ENG)
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