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Steinhoff International Holdings N.V. : FINAL OFFER DARTY plc - LEVEL OF ACCEPTANCES AT SECOND CLOSING DATE AND EXTENSION OF THE FINAL OFFER
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Miscellaneous
Steinhoff International Holdings N.V. : FINAL OFFER DARTY plc - LEVEL OF
ACCEPTANCES AT SECOND CLOSING DATE AND EXTENSION OF THE FINAL OFFER
10.05.2016 / 09:20
The issuer is solely responsible for the content of this announcement.
Miscellaneous
Steinhoff International Holdings N.V. : FINAL OFFER DARTY plc - LEVEL OF
ACCEPTANCES AT SECOND CLOSING DATE AND EXTENSION OF THE FINAL OFFER
10.05.2016 / 09:20
The issuer is solely responsible for the content of this announcement.
---------------------------------------------------------------------------
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
10 May 2016
FINAL OFFER
for
Darty plc ("Darty")
by
Conforama Investissement 2 SAS ("Conforama")
(a wholly owned subsidiary of Steinhoff International Holdings N.V.)
LEVEL OF ACCEPTANCES AT SECOND CLOSING DATE AND EXTENSION OF THE FINAL
OFFER
1 Introduction
On 11 April 2016, Conforama published an offer document setting out the
full terms and conditions of the Offer (the "Offer Document"), announced on
18 March 2016.
On 21 April 2016, the board of Conforama announced the terms of an
increased cash offer at an offer price of 160 pence per Darty Share, which
was declared final on 27 April 2016 (the "Final Offer").
Conforama notes the increased offer by Groupe Fnac S.A. ("Fnac") of 170
pence per Darty share (the "Fnac Offer") announced on 26 April 2016.
2 Levels of acceptances and disclosure of interests in relevant
securities at Second Closing Date
As of the close of business on 9 May 2016 (being the last Business Day
prior to the publication of this announcement), Conforama and its concert
parties held 108,025,242 Darty Shares representing approximately 20.40 per
cent. of the current issued share capital of Darty.
As at 1.00 p.m. (London time) on 9 May 2016 (being the Second Closing
Date), Conforama had received valid acceptances of the Offer in respect of
2,379,626 Darty Shares representing approximately 0.44 per cent. of the
current issued share capital of Darty, as a result of which Conforama and
other wholly owned subsidiaries of Steinhoff either owned or had received
valid acceptances of the Offer in respect of a total of 110,404,868 Darty
Shares, representing approximately 20.84 per cent. of the current issued
share capital of Darty all of which may count towards the satisfaction of
the Acceptance Condition. No acceptances have been received from Darty
Shareholders acting in concert with Conforama.
3 Next Closing Date
In accordance with the terms of the Co-Operation Agreement entered into
between Conforama and Darty on 18 March 2016, Conforama has undertaken to
keep its offer open until 10 June 2016 provided that the board of Darty has
not withdrawn its unanimous and unconditional recommendation.
Accordingly, the Offer, which remains subject to the terms and conditions
set out or referred to in the Offer Document and in the announcement on 21
April 2016 by Conforama of the Final Offer, is being extended and will
remain open for acceptances until 1.00 p.m. (London time) on 16 May 2016.
If, by 1.00 p.m. on 16 May 2016, the board of Darty has recommended the
Fnac Offer, or has withdrawn its recommendation of the Offer and Conforama
has not received acceptances in respect of at least 70 per cent. of the
Darty shares, the Offer could lapse.
In addition, Conforama expects shortly to publish a revised offer document
setting out the terms and conditions of the Final Offer (the "Final Offer
Document"). As required under the Code, the Final Offer will be open for
acceptances for a minimum of 14 days from the time that it is made, when it
could lapse if the board of Darty has recommended the Fnac Offer, or has
withdrawn its recommendation of the Offer and Conforama has not received
acceptances in respect of at least 70 per cent. of the Darty shares by that
time.
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 Final 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 Final
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
Final 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 Final 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 Final
Offer or otherwise, nor shall there be any sale, issuance or transfer of
securities by Darty or Conforama pursuant to the Final Offer in any
jurisdiction in contravention of applicable laws. The Final Offer will be
effected solely through the Final Offer Document, which will contain the
full terms and conditions of the Final Offer, including details of how to
accept the Final Offer. Darty and Conforama urge Darty Shareholders to
read the Final 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 Final 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.
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.
Any further extensions of the Final 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 Final Offer was otherwise due to expire, or such later
date or time as the Panel may agree.
Save as set out in the Offer Document and in this announcement, 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.
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 Offer Document.
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 Final 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 Final
Offer will not be capable of acceptance from or within a Restricted
Jurisdiction. Accordingly, copies of this announcement and all
documentation relating to the Final 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 Final 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 Final Offer.
The availability of the Final 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 Final Offer Document.
Important information for Darty Shareholders resident in the United States
The Final 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 Final 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 Final 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
Final 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 Final 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 Final 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 FINAL OFFER. CONFORAMA WILL BE MAKING THE FINAL OFFER
ONLY BY, AND PURSUANT TO THE TERMS OF, THE FINAL OFFER DOCUMENT. THE FINAL
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 ANNOUNCEMENT 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 Final 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 Final 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 Final 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 Final 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 Final 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 9 May 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.
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10.05.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: Steinhoff International Holdings N.V.
Herengracht 466
1017 CA Amsterdam
Netherlands
Phone: +27218080700
Fax: +27218080800
E-mail: investors@steinhoffinternational.com
Internet: www.steinhoffinternational.com
ISIN: NL0011375019
WKN: A14XB9
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Munich, Stuttgart
End of News DGAP News Service
---------------------------------------------------------------------------
461861 10.05.2016
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
10 May 2016
FINAL OFFER
for
Darty plc ("Darty")
by
Conforama Investissement 2 SAS ("Conforama")
(a wholly owned subsidiary of Steinhoff International Holdings N.V.)
LEVEL OF ACCEPTANCES AT SECOND CLOSING DATE AND EXTENSION OF THE FINAL
OFFER
1 Introduction
On 11 April 2016, Conforama published an offer document setting out the
full terms and conditions of the Offer (the "Offer Document"), announced on
18 March 2016.
On 21 April 2016, the board of Conforama announced the terms of an
increased cash offer at an offer price of 160 pence per Darty Share, which
was declared final on 27 April 2016 (the "Final Offer").
Conforama notes the increased offer by Groupe Fnac S.A. ("Fnac") of 170
pence per Darty share (the "Fnac Offer") announced on 26 April 2016.
2 Levels of acceptances and disclosure of interests in relevant
securities at Second Closing Date
As of the close of business on 9 May 2016 (being the last Business Day
prior to the publication of this announcement), Conforama and its concert
parties held 108,025,242 Darty Shares representing approximately 20.40 per
cent. of the current issued share capital of Darty.
As at 1.00 p.m. (London time) on 9 May 2016 (being the Second Closing
Date), Conforama had received valid acceptances of the Offer in respect of
2,379,626 Darty Shares representing approximately 0.44 per cent. of the
current issued share capital of Darty, as a result of which Conforama and
other wholly owned subsidiaries of Steinhoff either owned or had received
valid acceptances of the Offer in respect of a total of 110,404,868 Darty
Shares, representing approximately 20.84 per cent. of the current issued
share capital of Darty all of which may count towards the satisfaction of
the Acceptance Condition. No acceptances have been received from Darty
Shareholders acting in concert with Conforama.
3 Next Closing Date
In accordance with the terms of the Co-Operation Agreement entered into
between Conforama and Darty on 18 March 2016, Conforama has undertaken to
keep its offer open until 10 June 2016 provided that the board of Darty has
not withdrawn its unanimous and unconditional recommendation.
Accordingly, the Offer, which remains subject to the terms and conditions
set out or referred to in the Offer Document and in the announcement on 21
April 2016 by Conforama of the Final Offer, is being extended and will
remain open for acceptances until 1.00 p.m. (London time) on 16 May 2016.
If, by 1.00 p.m. on 16 May 2016, the board of Darty has recommended the
Fnac Offer, or has withdrawn its recommendation of the Offer and Conforama
has not received acceptances in respect of at least 70 per cent. of the
Darty shares, the Offer could lapse.
In addition, Conforama expects shortly to publish a revised offer document
setting out the terms and conditions of the Final Offer (the "Final Offer
Document"). As required under the Code, the Final Offer will be open for
acceptances for a minimum of 14 days from the time that it is made, when it
could lapse if the board of Darty has recommended the Fnac Offer, or has
withdrawn its recommendation of the Offer and Conforama has not received
acceptances in respect of at least 70 per cent. of the Darty shares by that
time.
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 Tel: +44 (0)20 798 6400
Nick Pagden
Charles-Henri Filippi
Tom Jacob
Peter Brown (Corporate Broking)
HSBC Bank plc
Oliver Smith Tel: +44 (0)20 7991 8888
Aamir Khan
Patrick Cazalaa
Dimitri Fotopoulos
Mark Dickenson (Corporate Broking)
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 Final 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 Final
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
Final 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 Final 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 Final
Offer or otherwise, nor shall there be any sale, issuance or transfer of
securities by Darty or Conforama pursuant to the Final Offer in any
jurisdiction in contravention of applicable laws. The Final Offer will be
effected solely through the Final Offer Document, which will contain the
full terms and conditions of the Final Offer, including details of how to
accept the Final Offer. Darty and Conforama urge Darty Shareholders to
read the Final 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 Final 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.
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.
Any further extensions of the Final 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 Final Offer was otherwise due to expire, or such later
date or time as the Panel may agree.
Save as set out in the Offer Document and in this announcement, 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.
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 Offer Document.
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 Final 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 Final
Offer will not be capable of acceptance from or within a Restricted
Jurisdiction. Accordingly, copies of this announcement and all
documentation relating to the Final 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 Final 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 Final Offer.
The availability of the Final 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 Final Offer Document.
Important information for Darty Shareholders resident in the United States
The Final 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 Final 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 Final 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
Final 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 Final 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 Final 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 FINAL OFFER. CONFORAMA WILL BE MAKING THE FINAL OFFER
ONLY BY, AND PURSUANT TO THE TERMS OF, THE FINAL OFFER DOCUMENT. THE FINAL
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 ANNOUNCEMENT 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 Final 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 Final 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 Final 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 Final 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 Final 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 9 May 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.
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10.05.2016 Dissemination of a Corporate News, transmitted by DGAP - a
service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de
---------------------------------------------------------------------------
Language: English
Company: Steinhoff International Holdings N.V.
Herengracht 466
1017 CA Amsterdam
Netherlands
Phone: +27218080700
Fax: +27218080800
E-mail: investors@steinhoffinternational.com
Internet: www.steinhoffinternational.com
ISIN: NL0011375019
WKN: A14XB9
Indices: MDAX
Listed: Regulated Market in Frankfurt (Prime Standard); Regulated
Unofficial Market in Munich, Stuttgart
End of News DGAP News Service
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461861 10.05.2016
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