Fnac Darty announces offering of €300million senior notes due January 2029

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO

Fnac Darty announces offering of €300million senior notes due January 2029

Ivry-sur-Seine, France — September 12, 2023 – 8:30 AM CEST. Fnac Darty S.A. (the “Company”), has launched an offering (the “Offering”) of €300 million in aggregate principal amount of fixed rate senior notes due January 2029 (the “Notes”). The Notes will be ranking pari passu with the Company’s outstanding senior debt, including its existing notes due 2024 and 2026, its revolving credit facility, its loan with the European Investment Bank and its delayed-draw term loan.

The Company intends to use the gross proceeds from the Offering and its treasury (i) to refinance its outstanding €300 million senior notes due 2024 (the “2024 Notes”) by redeeming them on or prior to their maturity and (ii) to pay certain fees and expenses in connection with the Offering.

****************

Important notice

The Notes will be offered only to non-U.S. persons outside the United States pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), subject to prevailing market and other conditions. There is no assurance that the offering will be completed or, if completed, as to the terms on which it is completed. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or unless pursuant to an applicable exemption from the registration requirements of the Securities Act and any other applicable securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”).