Steinhoff International Holdings N.V. / Key word(s): Miscellaneous
01.06.2016 08:29
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
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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
1 June 2016
FINAL OFFER
for
Darty plc ("Darty")
by
Conforama Investissement 2 SAS ("Conforama")
(a wholly owned subsidiary of Steinhoff International Holdings N.V.)
LAPSE OF THE FINAL OFFER AND LEVEL OF ACCEPTANCES AT FIFTH CLOSING DATE
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 announced on 26 April 2016 and as set out in its
offer document dated 18 May 2016 (the "Fnac Offer").
Conforama further notes that the board of Darty announced on 31 May 2016
its unanimous recommendation to Darty shareholders to accept the Fnac
Offer.
2 Lapse of Final Offer
The Co-Operation Agreement entered into between Conforama and Darty on 18
March 2016 requires Conforama to keep the Final Offer open until 10 June
2016 provided that the board of Darty has not withdrawn its recommendation.
Accordingly, Conforama confirms that it will not extend the Final Offer and
announces today that the Final Offer has lapsed and is no longer capable of
acceptance.
With the consent of the Takeover Panel and Darty, Conforama will not
publish a revised offer document setting out the terms and conditions of
the Final Offer. Share certificate(s) and/or other document(s) of title of
Darty shareholders received by Computershare Investor Services plc, in its
capacity as receiving agent for the purposes of the Final Offer, will be
returned by post to such shareholders within 14 days of the date of this
announcement.
3 Levels of acceptances and disclosure of interests in relevant
securities at Fifth Closing Date
As of the close of business on 31 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 31 May 2016 (being the Fifth Closing
Date), Conforama had received valid acceptances of the Offer in respect of
4,035,818 Darty Shares representing approximately 0.76 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 112,061,060 Darty
Shares, representing approximately 21.16 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.
This announcement has been made with the consent of the Takeover Panel and
Darty and will be made available on the website of Steinhoff, http://
www.steinhoffinternational.com, in accordance with Rule 26.1(b) of the City
Code on Takeovers and Mergers.
<pre>
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
</pre>
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.
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 31 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.
01.06.2016 The DGAP Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap.de
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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 Announcement DGAP News-Service
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DGAP-Adhoc: Steinhoff International Holdings N.V. : Lapse of Final Offer for Darty plc
| Source: EQS Group AG