Regulatory Story
Go to market news section View chart   Print
RNS
Darty PLC  -  DRTY   

Publication of Response Circular

Released 11:00 31-May-2016

RNS Number : 7179Z
Darty PLC
31 May 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 OR REGULATIONS OF THAT JURISDICTION

 

 

FOR IMMEDIATE RELEASE

 

31 May 2016

 

Publication of Response Circular

 

On 25 April 2016, the Board of Groupe Fnac S.A. ("Fnac") announced the terms of a final cash offer with a Partial Share Alternative to acquire the entire issued and to be issued share capital of Darty plc ("Darty") (the "Final Offer"). This followed the joint announcement by the Boards of Fnac and Darty on 20 November 2015 of the terms and conditions of an all share offer with a Partial Cash Alternative by Fnac to acquire the entire issued and to be issued share capital of Darty (the "Original Offer").

 

On 18 May 2016, Fnac published the Offer Document in respect of its Offer, which consists of the Final Offer and the Original Offer.

 

The Final Offer is being made on the following basis:

 

For each Darty Share:                 170 pence in cash

 

The Final Offer includes a Partial Share Alternative, pursuant to which Eligible Darty Shareholders are entitled to elect to receive New Fnac Shares in lieu of all or part of the cash which they would otherwise have been entitled to receive pursuant to the terms of the Final Offer on the following basis (subject to scaling down in accordance with the terms of the Partial Share Alternative, as described in the Offer Document):

 

For every:                            25 Darty Shares held

 

         1 New Fnac Share

 

The Original Offer is being made on the basis of 1 New Fnac Share for every 37 Darty Shares held.  It includes a Partial Cash Alternative.

 

The Board of Darty today announces the publication of a circular setting out the views of the Board in relation to the Offer (the "Response Circular").

 

The Final Offer price of 170 pence per share in cash values Darty at a premium of 6.25 per cent. to the offer made by Conforama Investissement SNC ("Conforama") to acquire the entire issued and to be issued ordinary share capital of Darty at a price of 160 pence per Darty Share (the "Conforama Offer"). In evaluating the Fnac Offer, the Board of Darty has considered various aspects, including execution risk, and considers the Final Offer to represent a superior offer for Darty shareholders, as compared to other offers.

 

In light of this the Directors of Darty who have been so advised by Morgan Stanley, Lazard and UBS as to the financial terms of the Offer, consider the financial terms of the Final Offer to be fair and reasonable. In providing advice to the Darty Directors, Morgan Stanley, Lazard and UBS have

taken into account the commercial assessments of the Darty Directors.

 

The Darty Directors consider that the Final Offer is in the best interests of Darty Shareholders as a whole. Accordingly, the Darty Directors have in the Response Circular unanimously recommended that Darty Shareholders accept the Final Offer, irrevocably undertaken to do so in respect of their entire beneficial holdings, which in aggregate amount to 1,008,161 Darty Shares, representing approximately 0.19 per cent. of Darty's issued ordinary share capital and have withdrawn their recommendation of the Conforama Offer.  In addition, the Darty Directors have stated that they do not recommend that Darty Shareholders accept the Original Offer.

 

Capitalised terms used in this announcement have the meanings given to them in the Response Circular.

 

This announcement is made pursuant to the requirements of Rule 25.1 of the Code.  A copy of the Response Circular will be available at www.dartygroup.com.

 

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

 

Enquiries

Darty plc

Simon Ward                                         +44 (0) 20 7269 1411

 

Lazard 

Alexandra Soto                                     +44 (0) 20 7187 2000

 

Morgan Stanley

Xavier Mayer                                        +44 (0) 20 7425 8000

 

UBS Investment Bank

Craig Calvert                                        +44 (0) 20 7567 8000

 

Finsbury

 

Rollo Head

Jenny Davey

 

 +44 (0) 20 7251 3801

 

 

About Darty plc

 

Darty group is a leading multi-channel service led electrical retailer operating 400 stores in three European countries. It generated an annual turnover of over €3.5 billion in 2014/15 through operations in Darty and Mistergooddeal.com in France, Vanden Borre in Belgium and BCC in the Netherlands. Its ordinary shares are listed with the UK Listing Authority and trade on the market for listed securities on the London Stock Exchange under the symbol DRTY.L. It is also listed on the NYSE Euronext Paris.

 

For further information, please visit the company's website, www.dartygroup.com 

 

Important Notices

 

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 approach referred to in this announcement. 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 this approach, 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 approach referred to in this announcement. 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 this approach, 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 approach referred to in this announcement. 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 this approach, the contents of this announcement or any other matter referred to herein.

 

Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

 

This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

 

Disclosure requirements of 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(s), 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.

 

 

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
RSPUARKRNOAVORR
Close


London Stock Exchange plc is not responsible for and does not check content on this Website. Website users are responsible for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and conditions, including restrictions on use and distribution apply.

 


Publication of Response Circular - RNS