Fnac Darty launches an issuance of bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs) due 2027 for a nominal amount of approximately €200 million

Fnac Darty launches an issuance of bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs) due 2027 for a nominal amount of approximately €200 million

Fnac Darty (the “Company” or the “Group”) announces today the launch of an issuance of bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs) of the Company due March 23, 2027 (the “Bonds”) by way of a placement to qualified investors (within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”)) only in accordance with Article L. 411-2 1° of the French Code monétaire et financier for a nominal amount of approximately €200 million (the “Issuance”).

The net proceeds of the Issuance will be used to repay certain existing indebtedness of the Group, including the €200 million medium-term loan (Senior Term Loan Facility) due in April 2023.
           
The Bonds will be issued at par and will bear interest at an annual rate ranging from 0.0% to 0.5% from the Issue Date (as such term is defined below), payable annually in arrears on March 23 of each year (or on the following business day if such date is not a business day), and for the first time on March 23, 2022.

The nominal unit value of the Bonds will be set at a premium between 50% et 55% above the reference price of Fnac Darty ordinary shares¹ (the "Shares") on the regulated market of Euronext Paris (“Euronext Paris”).

The final terms and conditions of the Bonds are expected to be determined later today and settlement-delivery is expected to take place on March 23, 2021 (the “Issue Date”).

Unless previously converted and/or exchanged, redeemed or repurchased and cancelled, the Bonds will be redeemed at par on March 23, 2027 (or on the following business day if this date is not a business day) (the “Maturity Date”).

The Bonds may be redeemed prior to maturity at the option of the Company and at the option of the bondholders under certain conditions.

In particular, the Bonds may be fully redeemed earlier at par plus accrued interest, at the Company’s option at any time from April 13, 2025 until the Maturity Date, subject to a minimum of 30 (but not more than 60) calendar days prior notice, if the arithmetic average, calculated over a period of 20 consecutive trading days chosen by the Company from among the 40 consecutive trading days preceding the publication of the early redemption notice, of the products of the volume weighted average price of the Company’s Shares on Euronext Paris on each trading day of the considered period and the applicable conversion/exchange ratio on each such trading day exceeds 130% of the nominal value of the Bonds.