DGAP-News: Steinhoff International Holdings N.V. / Key word(s):
Miscellaneous
Steinhoff International Holdings N.V. : CLARIFICATORY STATEMENT REGARDING
OFFER DOCUMENT SETTING OUT THE RECOMMENDED CASH OFFER FOR DARTY PLC
14.04.2016 / 12:45
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
14 April 2016
CLARIFICATORY STATEMENT REGARDING OFFER DOCUMENT SETTING OUT THE
RECOMMENDED CASH OFFER
for
Darty plc ("Darty")
by
Conforama Investissement 2 SAS ("Conforama")
(a wholly owned subsidiary of Steinhoff International Holdings N.V.)
Clarification relating to First Closing Date
On 11 April 2016 Conforama published the offer document (the "Offer
Document") containing the full terms and conditions of its recommended cash
offer for Darty plc (the "Offer") and the procedures for its acceptance.
The Offer Document was posted, together with the related Form of
Acceptance, to Darty Shareholders and, for information purposes only, to
participants in the Darty Share Incentive Schemes.
Conforama wishes to clarify that although the Offer Document states that
Darty Shareholders must accept the Offer by no later than 1.00pm on 2 May
2016 (the "First Closing Date"), Conforama has undertaken to Darty, as set
out in paragraph 1(a) of Part B (Further Terms of the Offer) of Appendix I
of the Offer Document, that while the Offer has not been declared or
becomes unconditional as to acceptances and remains recommended by the
Darty Directors it will extend the Offer so that it remains open for
acceptances until midnight on 10 June 2016 ("Day 60").
Notwithstanding the above clarification, Conforama continues to urge Darty
Shareholders to accept the Offer by 1.00 p.m. (London time) on 2 May 2016.
Capitalised terms used but not defined in this announcement have the
meanings set out in the Offer Document.
<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
Ioannis Costoudes
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)
Darty
Simon Ward Tel: +44 (0) 20 7269 1411
Lazard & Co., Limited
William Rucker Tel: +44 (0)20 7 187 2000 and +33
Matthieu Pigasse (0)1 4413 0111
Alexandra Soto
Nicholas Constant
Morgan Stanley & Co. International plc
Ian Hart Tel: +44 (0) 20 7425 8000
Yves Ayache
Xavier Mayer
UBS Limited
Craig Calvert Tel: +44 (0) 20 7567 8000
Sandip Dhillon
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
RLM Finsbury (PR Adviser to Darty)
Rollo Head Tel: +44 (0)20 7251 3801
Jenny Davey
</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 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 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
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 Offer, the contents of
this announcement or any other matters referred to in this announcement.
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.
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 Offer or
otherwise, nor shall there be any sale, issuance or transfer of securities
by Darty or Conforama pursuant to the Offer in any jurisdiction in
contravention of applicable laws. The Offer will be effected solely through
the Offer Document, which will contain the full terms and conditions of the
Offer, including details of how to accept the Offer. Darty and Conforama
urge Darty Shareholders to read the 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 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 City 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.
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 City Code and
permitted by applicable law and regulation, the 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 Offer will not
be capable of acceptance from or within a Restricted Jurisdiction.
Accordingly, copies of this announcement and all documentation relating to
the 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
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 Offer.
The availability of the 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 Offer Document.
Forward looking statements
This announcement, any oral statements made by Conforama or Darty in
relation to the 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 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 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
annoucement.
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 Offer is subject to the provisions of the City Code. In accordance
with Rule 23.2 of the City 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 Computershare Corporate Actions Projects, Bristol BS99 6AH,
telephone 0370 707 1102 from within the UK or on +44 370 707 1102 if
calling from outside the UK (lines are open from 8.30 a.m. to 5.30 p.m.
(London time) Monday to Friday, excluding UK public holidays). Darty
Shareholders may also request that the Offer Document, Form of Acceptance
and all future documents, announcements and information to be sent to them
in relation to the Offer should be in hard copy form.
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14.04.2016 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
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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 News DGAP News Service
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454341 14.04.2016
DGAP-News: Steinhoff International Holdings N.V. : CLARIFICATORY STATEMENT REGARDING OFFER DOCUMENT SETTING OUT THE RECOMMENDED CASH OFFER FOR DARTY PLC
| Source: EQS Group AG