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Proposed Market Purchases - Third Increased Cash Offer
STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019
PROPOSED MARKET PURCHASES - THIRD INCREASED CASH OFFER
for
Darty plc ("Darty")
by
Conforama Investissement 2 SAS ("Conforama")
(a wholly owned subsidiary of Steinhoff International Holdings N.V.)
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
22 April 2016
Further to the announcement of its third increased cash offer of 160 pence per Darty Share (the
"Third Increased Offer"), Conforama announces that Steinhoff Finance Holdings GmbH (“SFH”), a
wholly owned subsidiary of Steinhoff International Holdings N.V. ("Steinhoff"), has acquired a further
4,814,061 Darty Shares at 160 pence each and now holds a total of 108,020,038 Darty Shares
representing 20.4% of the entire issued ordinary share capital of Darty.
Darty shareholders interested in selling their Darty Shares for 160 pence per Darty Share in cash to
SFH should contact Citi corporate broking (details below) or HSBC corporate broking (details below)
who have authority to make a limited number of market purchases (subject to normal settlement).
SFH shall not be required to purchase any such Darty Shares. Any purchases made by SFH will be
made in accordance with the requirements of the City Code.
Enquiries:
Citigroup Global Markets Limited
Peter Brown (Corporate Broking) Tel: +44 (0)20 798 6400
HSBC Bank plc
Mark Dickenson (Corporate Broking) Tel: +44 (0)20 7991 8888
PSG Capital Proprietary Limited (JSE Sponsor)
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
Third Increased 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 Third Increased 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 Third Increased 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 Third Increased 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 Third Increased Offer
or otherwise, nor shall there be any sale, issuance or transfer of securities by Darty or Conforama
pursuant to the Third Increased Offer in any jurisdiction in contravention of applicable laws. The Third
Increased Offer will be effected solely through the Third Increased Offer Document, which will contain
the full terms and conditions of the Third Increased Offer, including details of how to accept the Third
Increased Offer. Darty and Conforama urge Darty Shareholders to read the Increased 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 Third Increased 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.
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 Third Increased 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 Third
Increased Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly,
copies of this announcement and all documentation relating to the Third Increased 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 Third Increased 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 Third
Increased Offer.
The availability of the Third Increased 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 Third Increased
Offer Document.
Important information for Darty Shareholders resident in the United States
The Third Increased Offer relates to the shares of a UK company and is subject to UK procedural and
disclosure requirements that are different from those of the US. Any financial statements or other
financial information included in this announcement may have been prepared in accordance with
non-US accounting standards that may not be comparable to the financial statements of US
companies or companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the US. It may be difficult for US holders of shares to enforce their
rights and any claims they may have arising under the US federal securities laws in connection with
the Third Increased Offer, since Conforama and Darty are located in countries other than the US, and
some or all of their officers and directors may be residents of countries other than the US. US holders
of Darty Shares may not be able to sue Conforama, Darty or their respective officers or directors in a
non-US court for violations of US securities laws. Further, it may be difficult to compel Conforama,
Darty and their respective affiliates to subject themselves to the jurisdiction or judgment of a US
court.
The Third Increased Offer will be made in the US pursuant to Section 14(e) and Regulation 14E under
the US Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the requirements of
the Code. Accordingly, the Third Increased Offer will be subject to disclosure and other procedural
requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and
timing of payments that are different from those applicable under US domestic tender offer
procedures and law.
Darty Shareholders should be aware that Conforama may purchase or arrange to purchase Darty
Shares otherwise than under the Third Increased Offer, such as in open market or privately
negotiated purchases in accordance with rule 14e-5 under the US Exchange Act. Any such
purchases of Darty Shares by Conforama otherwise than under the Third Increased Offer will be
publically announced by way of a dealing disclosure pursuant to the requirements of the Code and
will be released to an RIS.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION TO BUY ANY OF
THE SHARES REFERRED TO HEREIN NOR IS IT A SOLICITATION FOR ACCEPTANCE OF THE THIRD
INCREASED OFFER. CONFORAMA WILL BE MAKING THE THIRD INCREASED OFFER ONLY BY, AND
PURSUANT TO THE TERMS OF, THE THIRD INCREASED OFFER DOCUMENT. THE THIRD INCREASED
OFFER IS NOT BEING MADE IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE
THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR OTHER LAWS OF
SUCH JURISDICTION. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES, AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR
SALE, IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL.
Forward looking statements
This announcement, any oral statements made by Conforama or Darty in relation to the Third
Increased 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 Third Increased 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 Third Increased 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 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 Third Increased 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 Third Increased
Offer should be in hard copy form.
Date: 22/04/2016 10:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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