Settlement of the Joint Procedure and delisting of the Unieuro
shares from the Euronext Star Milan
PRESS RELEASE
Ivry-sur-Seine, France — January 8, 2025, 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
VOLUNTARY PUBLIC TENDER AND EXCHANGE
OFFER FOR ALL THE SHARES OF UNIEURO
SETTLEMENT OF THE JOINT
PROCEDURE
DELISTING OF THE UNIEURO SHARES FROM THE
EURONEXT STAR MILAN
NOTICE PURSUANT TO ARTICLE 36 OF THE REGULATION
ADOPTED BY CONSOB BY RESOLUTION NO. 11971 OF MAY 14, 1999, AS
SUBSEQUENTLY INTEGRATED AND AMENDED (THE “ISSUERS’ REGULATION”)
With reference to the joint procedure for the
exercise of the right to squeeze-out pursuant to Article 111 of
Legislative Decree No. 58 of 24 February 1998, as subsequently
amended (the “CFA”) and the fulfilment of the obligation to
purchase under Article 108, Paragraph 1, of the CFA (the “Joint
Procedure”) commenced by Fnac Darty SA (“Fnac Darty”) and RUBY
Equity Investment S.a r.l. (“Ruby” and, together with Fnac Darty,
the “Offerors”) on 19 December 2024 for the 687,663 outstanding
ordinary shares of Unieuro S.p.A. (“Unieuro” or the “Issuer”),
excluding the treasury shares held by Unieuro, not held by the
Offerors and Fnac Darty V SAS (as Person Acting in Concert with the
Offerors for the purpose of the Offer) following the completion of
the Procedure to Comply with the Obligation to Purchase under Art.
108, Par. 2, of the CFA (the “Further Remaining Shares”), the
Offerors hereby announce that the settlement of the Joint Procedure
was completed today.
All terms not defined in this press release
shall have the same meaning given to them in the offer document,
approved by Consob with resolution no. 23231 of 23 August 2024, and
published on 24 August 2024 (the “Offer Document”) among others, on
the website of Unieuro (www.unieurospa.com) and on the website of
Fnac Darty (www.fnacdarty.com), as well as in the notice published
on 12 December 2024 concerning the final results of the Procedure
to Comply with the Obligation to Purchase under Art. 108, Par. 2,
of the CFA and information on the terms and conditions of the Joint
Procedure (the “Notice of 12 December 2024”).
SETTLEMENT OF JOINT
PROCEDURE
As already indicated in the press release on the
final results of the Joint Procedure published by the Offerors on 3
January 2025, in connection with the 139,558 Further Remaining
Shares for which Requests for Sale Concerning the Joint Procedure
were submitted in the context of the Joint Procedure, the
Requesting Shareholders opted for:
(i) the
Consideration for the Offer (namely, for each Unieuro Share, Euro
9.00, as Cash Portion, and no. 0.1 newly issued Fnac Darty shares,
as Share Portion) with reference to no. 124,481 Further Remaining
Shares; and
(ii) the Full Cash
Alternative Consideration (namely, 11.67208 Euro per each Unieuro
Share) with reference to no. 15,077 Further Remaining Shares.
As also specified in the press release on the
final results of the Joint Procedure, the holders of the remaining
no. 548,105 Further Remaining the Shares for which Requests for
Sale Concerning the Joint Procedure were not submitted (the
“Non-Requesting Shareholders”) will be entitled only to the
Consideration for the Offer.
With respect to the 139,558 Further Remaining
Shares for which Requests for Sale Concerning the Joint Procedure
were submitted, on the date hereof the Offerors acquired such
shares and paid:
(i) the Share
Portion, through the transfer of the relevant number of Fnac Darty
shares, through the Responsible Intermediaries, to the securities
accounts held by the Requesting Shareholders at the Depositary
Intermediaries (in compliance with the terms and pursuant to the
procedures set forth in the Request for Sale Concerning the Joint
Procedure);
(ii) the Cash
Portion and the Full Alternative Consideration due to the
Requesting Shareholders that so requested through the transfer of
the relevant amounts to the Responsible Intermediaries, which shall
transfer the funds to the Depositary Intermediaries, which shall in
turn credit such funds to the Requesting Shareholders in accordance
with the instructions issued by the Requesting Shareholders
themselves (or their representatives) in the Requests for Sale
Concerning the Joint Procedure.
With respect to the remaining no. 548,105
Further Remaining Shares for which no Requests for Sale Concerning
the Joint Procedure have been submitted (excluding the treasury
shares held by Unieuro), pursuant to Article 111, Paragraph 3, of
the CFA, the Offerors on the date hereof notified Unieuro that:
(i) irrevocable
instructions were given by Fnac Darty (a) to Euroclear France,
through Uptevia SA, for the creation of the no. 54,811 Fnac Darty
shares necessary for the payment of the Share Portion due to
Non-Requesting Shareholders and (b) to the Intermediary Responsible
for Coordinating the Collection of Tenders to make such Fnac Darty
shares available to Non-Requesting Shareholders at the centralized
clearing system at Monte Titoli S.p.A. for collection through the
relevant Depositary Intermediaries members of Monte Titoli S.p.A.
as well as
(ii) the total
amount required for the payment of the Cash Portion to the
Non-Requesting Shareholders have been deposited on restricted bank
accounts opened by the Offerors with the Intermediary Responsible
for Coordinating the Collection of Tenders.
Pursuant to Article 111, Paragraph 3, of the
CFA, from the moment the Offerors made the above notification to
Unieuro, the transfer of title to the Offerors of all the Further
Remaining Shares for which no Request for Sale Concerning the Joint
Procedure was submitted became effective, and the Issuer thus
updated its shareholders’ ledger accordingly.
In order to deliver the Consideration for the
Offer to the Requesting Shareholders as well as to the
Non-Requesting Shareholders, the Offeror, in execution of the Offer
Capital Increase, issued no. 67,260 Fnac Darty shares, representing
0,23% of the share capital of the Fnac Darty following such
issuance, as of the Payment Date of the Joint Procedure. Following
such issuance, the subscribed and paid-up share capital of Fnac
Darty is represented by 29,682,146 ordinary shares. The aggregate
amount of the Cash Portion due to the Requesting Shareholders and
the Non-Requesting Shareholders is equal to Euro 6,053,280.75,
while the aggregate amount of the Full Cash Alternative
Consideration due to the Requesting Shareholders that so requested
in their Requests for Sale Concerning the Joint Procedure is equal
to Euro 175,979.95.
Any Fractional Parts due to the holders of
Further Remaining Shares will be aggregated and sold by the
Intermediary Responsible for Coordinating the Collection of Tenders
and the resulting Cash Amount of Fractional Part will subsequently
be distributed to the relevant holders of Further Remaining Shares
within 10 trading days from the Payment Daye of the Joint
Procedure, in compliance with the terms and according to the timing
described in the Notice of 12 December 2024.
The obligation of the Offerors to pay the
Consideration for the Joint Procedure will be deemed fulfilled when
the exact number of Fnac Darty shares due as Share Portion and the
exact Cash Amount of the Fractional Part (if any) as well as the
exact amount of the Cash Portion or, if the Full Cash Alternative
Consideration was requested or due, the exact amount of the Full
Cash Alternative Consideration will be transferred to the
Responsible Intermediaries or the Depositary Intermediaries, as the
case may be. The Requesting Shareholders and the Non-Requesting
Shareholders will bear the risk that the Responsible Intermediaries
or the Depositary Intermediaries will not transfer them the Fnac
Darty shares due as Share Portion, the Cash Amount of the
Fractional Part (if any), the Cash Portion or the Full Cash
Alternative Consideration due to them, or delay such transfer.
DELISTING OF UNIEURO SHARES
The Offerors remind that, by means of decision
no. 9031 issued on 13 December 2024, Borsa Italiana S.p.A. ordered
the delisting of the Issuer’s shares from the Euronext STAR Milan
organized and managed by Borsa Italiana S.p.A. as from today, 8
January 2025, after suspending the trading of Unieuro shares during
the sessions of 6 and 7 January 2025.
*****
Legal Disclaimer
The Offer, the Procedure to Comply with the
Obligation to Purchase under Art. 108, Par. 2, of the CFA and the
Joint Procedure are 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
published in accordance with the applicable regulations.
The Offer, the Procedure to Comply with the
Obligation to Purchase under Art. 108, Par. 2, of the CFA and the
Joint Procedure have 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 them 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
and/or the Procedure to Comply with the Obligation to Purchase
under Art. 108, Par. 2, of the CFA and/or the Joint Procedure
possible in any of the Excluded Countries.
Copies, full or partial, of any documents
relating to the Offer and/or the Procedure to Comply with the
Obligation to Purchase under Art. 108, Par. 2, of the CFA and/or
the Joint Procedure, 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 and/or the Procedure to Comply
with the Obligation to Purchase under Art. 108, Par. 2, of the CFA
and/or the Joint Procedure, 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
Marianne Hervé – mherve@image7.fr – +33 (0)6 23
83 59 29
- 20250108_PR Settlement of the Joint Procedure (ENG)
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