TIDMDRTY
RNS Number : 7830E
Darty PLC
20 July 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 OR REGULATIONS OF THAT
JURISDICTION
FOR IMMEDIATE RELEASE
20 July 2016
Darty plc
Directorate Change and Cancellation of Listing
On 19 July 2016 Group Fnac S.A. ("Fnac") announced that its
Offer to acquire the entire issued and to be issued share capital
of Darty plc ("Darty") had become wholly unconditional.
Director departures
As the Offer has become wholly unconditional, Darty today
announces that the following non-executive directors' appointments
have been terminated with immediate effect:
-- Alan Parker;
-- Pascal Bazin;
-- Carlo D'Asaro Biondo;
-- Antoine Metzger;
-- Agnès Touraine;
-- Alison Reed, and
-- Michel Léonard.
Appointment of new directors
Darty further wishes to announce that the following directors
have been appointed to the Board of Darty as of today's date:
-- Alexandre Bompard;
-- Matthieu Malige; and
-- Frédérique Giavarini.
Cancellation of Listing
Darty wishes to announce that applications will be made to the
UK Listing Authority and the London Stock Exchange for the
cancellation of listing and trading of the Company's ordinary
shares of 30 euro cents each. Darty notes the announcement by Fnac
on 19 July 2016 that its Offer to acquire the entire issued and to
be issued share capital of Darty had become wholly unconditional
and that it had acquired Darty Shares representing over 75% of the
voting rights of Darty. Accordingly, the cancellation notice period
commenced on 19 July 2015 and cancellation is expected to become
effective on the 20th business day following that date, on 16
August 2016.
Other
Capitalised terms used in this announcement have the meanings
given to them in the board circular sent by Darty to Darty
Shareholders on 31 May 2016.
Enquiries
Darty plc
Simon Ward +44 (0) 20 7269 1411
Lazard
Alexandra Soto +44 (0) 20 7187 2000
Morgan Stanley
Xavier Mayer +44 (0) 20 7425 8000
UBS Investment Bank
Craig Calvert +44 (0) 20 7567 8000
Finsbury
Rollo Head
Jenny Davey +44 (0) 20 7251 3801
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 EUR3.5 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
Important Notices
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 Offer. 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
the Offer, the contents of this announcement or any other matter
referred to herein.
Lazard & Co., 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 Offer. In connection with such matters, Lazard
& Co., 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 the Offer, 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 Offer.
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
the Offer, 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 any jurisdiction where to
do so would constitute a violation of the relevant laws of such
jurisdiction. 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. Any failure to comply with such restrictions may
constitute a violation of the securities laws of any such
jurisdiction.
This announcement is for information purposes only and 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.
Disclosure requirements of 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(s), 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.
Publication on Website
A copy of this announcement will be available free of charge
(subject to any applicable restrictions with respect to persons
resident in Restricted Jurisdictions) on Darty's website at
www.Dartygroup.com by no later than noon (London time) on the date
following the publication of this announcement. For the avoidance
of doubt, save as expressly referred to herein, the contents of
those websites are not incorporated into and do not form part of
this announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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