Wrap Text
Recommended Cash Offer for Darty plc ("Darty") by
Conforama Investissement SNC ("Conforama")
STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019
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
18 March 2016
RECOMMENDED CASH OFFER
for
Darty plc ("Darty")
by
Conforama Investissement SNC ("Conforama")
Summary
- The boards of Conforama and Darty are pleased to announce that they have reached
agreement on the terms of a recommended all cash offer to be made by Conforama (with the
support of its ultimate parent company, Steinhoff International Holdings N.V. ("Steinhoff")), or
a direct or indirect wholly owned subsidiary of Steinhoff, for the entire issued and to be issued
ordinary share capital of Darty (the "Offer"). It is intended that the Offer will be implemented
by way of a takeover offer within the meaning of Part 28 of the Companies Act.
- The board of Conforama believes that the successful completion of the all cash Offer will
create a leading French household goods retailer, operating under well established and
complementary retail brands. Conforama envisages that the enlarged retail offer would benefit
both sets of customers in furniture and household goods and electronics, providing a seamless
solution for each room of the home. Furthermore, the transaction will create an exciting
opportunity for Darty management and employees to join Conforama, one of Europe's leading
household goods retailers, with a strong French focus.
- Under the terms of the Offer, Darty Shareholders will be entitled to receive:
for each Darty Share 125 pence in cash
- The Offer represents a premium of approximately:
o 54.3 per cent. to the Closing Price per Darty Share of 81.0 pence on 29 September
2015 (being the last Business Day prior to the start of the Offer Period)1;
o 3.4 per cent. to the current implied offer price of 120.9 pence per Darty Share from
Groupe Fnac S.A. ("Fnac") which was announced on 20 November 2015 (the "Fnac
Offer");
1 Calculated by reference to the Closing Price of Darty Shares on 29 September 2015 of 81 pence in respect of a Darty
Share, which is not adjusted for the final dividend for the financial year ended 30 April 2015 and paid on 13 November
2015.
o 7.6 per cent. to the previously recommended implied offer price of 116.2 pence per
Darty Share from Fnac on 6 November 2015; and
o 18.6 per cent. to the previously recommended implied offer price of 105.4 pence per
Darty Share from Fnac on 20 November 2015.
- The Offer values the entire issued, and to be issued, share capital of Darty at approximately
£673 million.
- Under the terms of the Offer, relevant Darty Shareholders who were on the register as at 4
March 2016 will be entitled to receive the 2016 interim dividend for the period to 31 October
2015 of not more than 0.875 euro cents per Darty Share expected to be paid on 30 March
2016.
- The Darty Directors, who have been so advised by Morgan Stanley & Co. International plc, UBS
Limited and Lazard & Co., Limited as to the financial terms of the Offer, consider the financial
terms of the Offer to be fair and reasonable. In providing advice to the Darty Directors, Morgan
Stanley & Co. International plc, UBS Limited and Lazard & Co., Limited have taken into account
the commercial assessment of the Darty Directors. Morgan Stanley & Co. International plc,
UBS Limited and Lazard & Co., Limited are providing independent financial advice to the Darty
Directors for the purpose of Rule 3 of the City Code.
- Accordingly, the Darty Directors currently intend to recommend unanimously that the Darty
Shareholders accept or procure acceptance of the Offer. The Darty Directors intend to enter
into undertakings to accept the Offer in respect of their own beneficial holdings of Darty
Shares at the time when the Offer Document is posted by Conforama, unless Fnac has by that
time announced a higher and deliverable offer.
- As at the date of this announcement Conforama has received a letter of intent from Schroder
Investment Management Limited, to accept the Offer in respect of 74,883,606 Darty Shares,
representing, in aggregate approximately 14.14 per cent. of the existing issued share capital of
Darty.
- The Offer will be made on the terms and subject to the conditions and further terms set out
herein and in Appendix I to this announcement and the further terms and conditions to be set
out in the Offer Document and the Form of Acceptance when issued. The bases and sources of
certain financial information contained in this announcement are set out in Appendix II to this
announcement. Certain terms used in this announcement are defined in Appendix III to this
announcement.
- As a consequence of this announcement, the Darty Directors no longer intend to recommend
the Fnac Offer and, in the absence of a higher and deliverable offer from Fnac, Darty will not
be proceeding with the proposed scheme of arrangement under that offer.
Commenting on the Offer, Alan Parker, Non-Executive Chairman of Darty, said:
"Darty is one of the most recognised and respected brands in French retailing. It is no surprise that
Steinhoff has recognised both the successful turnaround of Darty by our management team as well
as the strength and quality of our business. The cash offer by Conforama represents a premium to
the existing Fnac offer, a 54% premium to the price before any potential bidders emerged, and
provides greater certainty for our shareholders. As a result the Board currently intends to
recommend the offer to Darty shareholders."
Commenting on the Offer, Alexandre Nodale, CEO of Conforama, said:
"The Offer represents an attractive opportunity for both companies to develop their combined
footprint, particularly in France, through an expanded offering of household goods and
complementary products for the end consumer. Significant value would also be unlocked through
scale benefits in terms of the resultant combined purchasing volumes, logistics and multichannel
distribution. In addition, the Offer represents an opportunity for Darty management and all its
employees to become an integral part of a leading specialised European retailer within which they
will be able to excel and advance their career prospects."
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
Matthieu Pigasse +33 (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
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.
This summary should be read in conjunction with the full text of this announcement. Appendix I to
this announcement contains the conditions to, and certain further conditions of, the Offer.
Appendix II to this announcement contains further details of the sources of information and bases
of calculations set out in this announcement. Appendix III contains definitions of certain
expressions used in this summary and in this announcement.
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 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 Offer should be in
hard copy form.
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
18 March 2016
RECOMMENDED CASH OFFER
for
Darty plc ("Darty")
by
Conforama Investissement SNC ("Conforama")
1 Introduction
The boards of Conforama and Darty are pleased to announce that they have reached
agreement on the terms of a recommended all cash offer to be made by Conforama (with the
support of its ultimate parent company, Steinhoff International Holdings N.V. ("Steinhoff")), or
a direct or indirect wholly owned subsidiary of Steinhoff, for the entire issued and to be issued
ordinary share capital of Darty (the "Offer"). It is intended that the Offer will be implemented
by way of a takeover offer within the meaning of Part 28 of the Companies Act.
The board of Conforama believes that the successful completion of the Offer will create a
leading French household goods retailer, operating under well established and complementary
retail brands. Conforama envisages that the enlarged retail offer would benefit both sets of
customers in furniture and household goods and electronics, providing a seamless solution for
each room of the home. Furthermore, the transaction will create an exciting opportunity for
Darty management and employees to join Conforama, one of Europe's leading household
goods retailers, with a strong French focus.
2 The Offer
Under the terms of the Offer, which will be subject to the conditions and further terms set out
below and in Appendix I and to the full terms and conditions which will be set out in the Offer
Document and the accompanying Form of Acceptance, Darty Shareholders will be entitled to
receive:
for each Darty Share 125 pence in cash
The Offer represents a premium of approximately:
(a) 54.3 per cent. to the Closing Price per Darty Share of 81.0 pence on 29 September
2015 (being the last Business Day prior to the start of the Offer Period)2;
(b) 3.4 per cent. to the current implied offer price of 120.9 pence per Darty Share from
Groupe Fnac S.A. ("Fnac") which was announced on 20 November 2015 (the "Fnac
Offer");
(c) 7.6 per cent. to the previously recommended implied offer price of 116.2 pence per
Darty Share from Fnac on 6 November 2015; and
(d) 18.6 per cent. to the previously recommended implied offer price of 105.4 pence per
2 Calculated by reference to the Closing Price of Darty Shares on 29 September 2015 of 81 pence in respect of a Darty
Share, which is not adjusted for the final dividend for the financial year ended 30 April 2015 and paid on 13 November
2015.
Darty Share from Fnac on 20 November 2015.
The Offer values the entire issued, and to be issued, share capital of Darty at approximately
£673 million.
The Offer will extend to all Darty Shares unconditionally allotted or issued and fully paid on the
date of the Offer (excluding any treasury shares except to the extent these cease to be held as
treasury shares before such date as Conforama may determine) and any Darty Shares which
are unconditionally allotted or issued and fully paid (including pursuant to the exercise of
options under the Darty Share Plan) whilst the Offer remains open for acceptance or by such
earlier date as Conforama may, subject to the City Code, decide, not being earlier than the
date on which the Offer becomes unconditional as to acceptances.
Under the terms of the Offer, relevant Darty Shareholders who were on the register as at 4
March 2016 will be entitled to receive the 2016 interim dividend for the period to 31 October
2015 of not more than 0.875 euro cents per Darty Share expected to be paid on 30 March
2016.
It is expected that the Offer Document and the Form of Acceptance, containing further
information about the Offer, will be posted by 15 April 2016. Conforama has undertaken that,
while the Offer has not been declared or become unconditional as to acceptances and remains
recommended by the Darty Directors, it will remain open for acceptance until midnight on the
sixtieth day after the Offer Document is posted.
3 Background to and reasons for the Offer
The board of Conforama believes that the successful completion of the Offer will create a
leading French household goods retailer, operating under well established and complementary
retail brands. Conforama envisages that the enlarged retail offer would benefit both sets of
customers in furniture and household goods and electronics, providing a seamless solution for
each room of the home. Furthermore, the transaction will create an exciting opportunity for
Darty management and employees to join Conforama, one of Europe's leading household
goods retailers, with a strong French focus.
4 Recommendation
The Darty Directors, who have been so advised by Morgan Stanley & Co. International plc, UBS
Limited and Lazard & Co., Limited as to the financial terms of the Offer, consider the terms of
the Offer to be fair and reasonable. In providing advice to the Darty Directors, Morgan Stanley
& Co. International plc, UBS Limited and Lazard & Co., Limited have taken into account the
commercial assessments of the Darty Directors.
Accordingly the Darty Directors currently intend to recommend unanimously that the Darty
Shareholders accept or procure acceptance of the Offer. The Darty Directors intend to enter
into undertakings to accept the Offer in respect of their own beneficial holdings of Darty
Shares at the time when the Offer Document is posted by Conforama, unless Fnac has by that
time announced a higher and deliverable offer.
Conforama and Darty have entered into the Cooperation Agreement pursuant to which,
among other things, each has agreed to cooperate with the other in relation to the obtaining
of regulatory approvals in connection with the Offer and to use reasonable endeavours to
make agreed proposals to participants in relation to the Darty Share Plan.
5 Letter of intent
As at the date of this announcement, Conforama has received a letter of intent from Schroder
Investment Management Limited to accept, or procure acceptance, of the Offer in respect of
74,883,606 Darty Shares representing 14.14 per cent of the issued ordinary share capital of
Darty.
6 Information on Conforama and Steinhoff
Conforama is a leading European retailer of furniture and household goods and a member of
the Steinhoff Group. Its core product lines include furniture, household electronics goods and
home accessories. It employs a multi-style product strategy and also operates an online sales
platform via a "click-and-collect" model, which is supported by its physical store network,
comprising 285 stores, with the majority in France, and the remainder in Spain, Portugal, Italy,
Switzerland, Croatia and Luxembourg. Its annual revenues amounted to €3.2 billion and EBIT
was €160 million for the year ended 30 June 2015.
Steinhoff has a primary listing on the Frankfurt Stock Exchange and a secondary listing on the
Johannesburg Stock Exchange and has a current market capitalisation of approximately
€21 billion, approximately 105,000 employees and broad global operations with a presence in
the UK, Continental Europe, Southern Africa and the Pacific Rim.
7 Information relating to Darty
Darty is a leading multi-channel service-led electrical retailer operating over 400 stores and
websites in three European countries, with a focus on white goods as well as brown and grey.
Darty is also the number two electrical retailer in Belgium and the leading multi-channel
retailer in the Netherlands via recognised local brands (Vanden Borre and BCC respectively).
Darty generated an annual turnover of over €3.5 billion in 2014/15 through the operations of
Darty and Mistergooddeal 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
Euronext Paris.
8 Management, employees and the Darty Pension Scheme
The transaction will create an exciting opportunity for Darty management and employees to
join Conforama, one of Europe's leading household goods retailers, with a strong French focus
and Conforama has given assurances to the Darty Directors that the existing contractual and
statutory employment rights, including in relation to pensions, of Darty's management and
employees will be fully observed in accordance with applicable law.
Conforama does not intend the Offer to have an impact on the level of Darty's contributions
(namely, deficit recovery contributions) currently payable to the Darty Pension Scheme prior
to completion of its next triennial valuation process (to be concluded within 15 months of 31
March 2016), after which a new deficit recovery plan will be agreed with the trustees of the
Darty Pension Scheme, or on the benefits previously accrued and payable under that scheme.
The Darty Pension Scheme is already closed to new members and to future accrual of benefits.
In addition, Conforama does not intend the Offer to impact any of the other arrangements in
place between Darty and the Darty Pension Scheme.
The trustee of the Darty Pension Scheme and Conforama have exchanged comfort letters
regarding funding and guarantee arrangements for the Darty Pension Scheme and Conforama
providing ongoing financial information to the trustee.
9 Darty Share Plan
Appropriate proposals will be made in due course to participants in the Darty Share Plan. The
Offer will extend to any Darty Shares which are unconditionally allotted or issued as a result of
the exercise of existing options and vesting of awards under the Darty Share Plan whilst the
Offer remains open for acceptance (or by such earlier time/date as Conforama may, subject to
the City Code and/or with the consent of the Panel, determine).
10 Financing of the Offer
The cash consideration payable under the terms of the Offer will be funded using acquisition
facilities provided by Citibank, N.A., London Branch and HSBC Bank plc.
Each of Citigroup Global Markets Limited and HSBC Bank plc, joint financial advisers to
Steinhoff, is satisfied that sufficient cash resources are available to Conforama to satisfy in full
the cash consideration payable to Darty Shareholders under the terms of the Offer.
11 Disclosure of interests in relevant securities
Conforama has made a public Opening Position Disclosure setting out the details required to
be disclosed by it under Rule 8.1(a) of the City Code. The Opening Position Disclosure also
included relevant details in respect of persons acting in concert with Conforama.
As of the close of business on 17 March 2016 (being the last Business Day prior to the
publication of this announcement) the following Conforama concert parties hold the following
interests:
- Citigroup Global Markets Limited indirectly holds a short position in respect of 54
Darty Shares representing 0.000009 per cent of the issued ordinary share capital of
Darty;
- Investec Bank plc indirectly holds 3,050 Darty Shares representing 0.0005 per cent of
the issued ordinary share capital of Darty; and
- LGIM Dynamicdiversified Fund holds 5,150 Darty Shares representing 0.0008 per cent
of the issued ordinary share capital of Darty.
Save as set out in the Opening Position Disclosure and in this paragraph, none of Conforama
nor, so far as Conforama is aware, any person acting in concert (within the meaning of the City
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.
12 Offer related arrangements
Confidentiality Agreement and Clean Team Agreement
Conforama, Steinhoff and Darty entered into a confidentiality agreement on 26 February 2016
(the "Confidentiality Agreement") pursuant to which each of Conforama, Steinhoff and Darty
have agreed to keep confidential information about the other party and not to disclose to third
parties (other than permitted recipients) confidential information exchanged by them unless
required by law or regulation. These confidentiality obligations will remain in force until either
(i) completion of the Offer; or, (ii) in the event of termination of discussions or negotiations
26 February 2019.
On 8 March 2016, Steinhoff and Darty entered into a clean team agreement (the “Clean Team
Agreement”) pursuant to which each of Darty and Steinhoff agreed further terms in respect of
the sharing of competitively sensitive information for the purposes of the antitrust analysis to
be conducted in connection with the Offer. The Clean Team Agreement incorporates certain
provisions of the Confidentiality Agreement, including as to the ownership and destruction of
confidential information, and termination.
Cooperation Agreement
Conforama and Darty have entered into the Cooperation Agreement pursuant to which each of
Conforama and Darty has agreed to provide to the other such information and assistance as
may be required for the purposes of obtaining the regulatory clearances that are necessary or
desirable in order to satisfy the Regulatory Conditions (the "Clearances"). Conforama has
agreed to use its reasonable endeavours to secure the Clearances, including by offering, or
accepting the imposition of, any commercially reasonable conditions, obligations,
undertakings, commitments, modifications or measures to or by any regulatory authority.
Conforama has also undertaken that, while the Offer has not been declared or become
unconditional as to acceptances and remains recommended by the Darty Directors, it will
remain open for acceptance until midnight on the sixtieth day after the Offer Document is
posted.
The Cooperation Agreement also contains provisions that will apply in respect of the Darty
Share Plan, the Darty Deferred Bonus Awards and certain arrangements with respect to
employees and certain Darty Director and employee incentive and retention arrangements.
The Cooperation Agreement shall terminate with immediate effect and all rights and
obligations of the parties shall cease forthwith, as follows:
(a) if agreed in writing between the parties;
(b) upon service of written notice by Conforama to Darty if:
(i) the Darty Directors fail to provide a unanimous and unconditional
recommendation of the Offer for inclusion in the Offer Document; or
(ii) the Darty Directors withdraw their unanimous and unconditional
recommendation of the Offer following publication of the Offer Document;
(c) upon service of written notice by Conforama to Darty prior to the Long Stop Date
stating that either (i) any Condition which has not been waived is (or has become)
incapable of satisfaction by the Long Stop Date and, notwithstanding that it has the
right to waive such Condition, Conforama will not do so; or (ii) any Condition which is
incapable of waiver has become incapable of satisfaction by the Long Stop Date, in
each case in circumstances where the invocation of the relevant Condition (or
confirmation that the Condition is incapable of satisfaction, as appropriate) is
permitted by the Panel;
(d) if the Offer does not become or is not declared wholly unconditional by the Long Stop
Date; or
(e) upon service of written notice by either party if the Offer has not become or been
declared unconditional as to acceptances by the last date permitted in accordance
with Rule 31.6 of the Code.
13 Dividends
Under the terms of the Offer, Darty Shareholders who were on the register as at 4 March 2016
will be entitled to receive the 2016 interim dividend for the period to 31 October 2015 of not
more than 0.875 euro cents per Darty Share expected to be paid on 30 March 2016 and will be
entitled to receive and retain future dividends in the ordinary course prior to completion of
the Offer.
If Darty announces, declares or pays any special dividend or any other distribution to Darty
Shareholders, excluding any dividends payable in the ordinary course prior to completion of
the Offer in accordance with the preceding paragraph, Conforama reserves the right to make
an equivalent reduction to its Offer Price.
14 Structure of the Offer
Offer
It is intended that the Offer will be effected by way of a takeover offer within the meaning of
Part 28 of the Companies Act.
Full details of the Offer to be set out in the Offer Document
The Offer will be subject to the satisfaction (or, where applicable, waiver) of the Conditions
and the full terms and conditions to be set out in the Offer Document. In particular, the Offer
will be conditional upon valid acceptances of the Offer being received in respect of not less
than 70 per cent. (or such lesser percentage as Conforama may decide) in nominal value of the
Darty Shares to which the Offer relates, and not less than 70 per cent. (or such lesser
percentage as Conforama may decide) of the voting rights carried by the Darty Shares to which
the Offer relates. Further details of the Offer will be set out in the Offer Document and the
accompanying Form of Acceptance, including the expected timetable and the action to be
taken by Darty Shareholders.
The Offer and acceptances thereof will be governed by the laws of England and Wales and will
be subject to the jurisdiction of the Courts of England and Wales. The Offer will be subject to
the applicable requirements of the Code, the Takeover Panel, the London Stock Exchange and
the FCA.
Timetable/further information
A full anticipated timetable will be set out in the Offer Document which will be posted to Darty
Shareholders within 28 days of the date of this announcement unless Conforama and Darty
otherwise agree, and the Takeover Panel consents, to a later date. Subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, the Offer Document will also
be made available on Steinhoff's website http://www.steinhoffinternational.com and Darty's
website (http://www.dartygroup.com).
15 Regulatory issues
The Offer will be subject to the conditions and further terms set out below and in Appendix I
and the full terms and conditions which will be set out in the Offer Document.
16 Overseas Shareholders
The availability of the Offer or distribution of this announcement to persons not resident in the
United Kingdom may be prohibited or affected by the laws of the relevant jurisdictions in
which such persons are resident. Such persons should inform themselves about, and observe,
any applicable requirements. Further details in relation to overseas Darty Shareholders will be
contained in the Offer Document.
17 Compulsory Acquisition, Delisting and re-registration
If Conforama receives acceptances under the Offer in respect of, and/or otherwise acquires,
both 90 per cent. or more in value of the Darty Shares to which the Offer relates and 90 per
cent. or more of the voting rights carried by those shares, and assuming that all of the other
conditions of the Offer have been satisfied or waived (if capable of being waived), Conforama
intends to exercise its rights in accordance with sections 974 to 991 of the 2006 Act to acquire
compulsorily the remaining Darty Shares on the same terms as the Offer.
Following the Offer becoming or being declared unconditional in all respects, if Conforama
receives acceptances under the Offer in respect of, and/or otherwise acquires 75 per cent. or
more of the voting rights carried by the Darty Shares, and subject to any applicable
requirements of the UK Listing Authority, it is intended that Conforama will procure that Darty
makes applications to cancel the listing of Darty Shares on the UKLA's Official List and on the
Eurolist by Euronext, and to cancel trading in Darty Shares on the London Stock Exchange's
Main Market for listed securities and on Euronext Paris.
It is also proposed that on or following the Offer becoming or being declared unconditional in
all respects, Darty will be re-registered as a private limited company.
18 General
The Offer will be made on the terms and subject to the conditions and further terms set out
herein and in Appendix I to this announcement and the further terms and conditions to be set
out in the Offer Document and the Form of Acceptance when issued. The bases and sources of
certain financial information contained in this announcement are set out in Appendix II to this
announcement. Certain terms used in this announcement are defined in Appendix III to this
announcement.
19 Consents
Citigroup Global Markets Limited, HSBC Bank plc, Morgan Stanley & Co. International plc,
Lazard & Co., Limited and UBS Limited have given and not withdrawn their consent to the
publication of this announcement with the inclusion herein of the references to their
respective names in the form and context in which they appear.
20 Documents on display
Copies of the following documents will be made available, subject to certain restrictions
relating to persons resident in any Restricted Jurisdiction, on the Steinhoff and Darty websites
(http://www.steinhoffinternational.com/ and http://www.dartygroup.com) by no later than 12
noon (London time) on 21 March 2016 until the end of the Offer:
- this announcement;
- the letter of intent referred to in paragraph 5;
- financing documents entered into in connection with the financing of the Offer
referred to in paragraph 10;
- the Confidentiality Agreement referred to in paragraph 12;
- the Clean Team Agreement referred to in paragraph 12; and
- the Cooperation Agreement referred to in paragraph 12.
Enquiries:
Conforama
Isabelle Hoppenot (Press contact) Tel: +33 6 25 58 14 38
Steinhoff International Holdings NV
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
Matthieu Pigasse +33 (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
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.
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 participant 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 paper 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 paper 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 paper 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 paper offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a paper 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 paper offeror must make a Dealing Disclosure if
the person deals in any relevant securities of the offeree company or of any paper 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 paper 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 paper
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 for certain restrictions
relating to persons resident in Restricted Jurisdictions, on Steinhoff’s website
http://www.steinhoffinternational.com/ and Darty's website (http://www.dartygroup.com) by no
later than 12 noon (London time) on the Business Day following the date of this annoucement.
Neither the content of the websites referred to in this announcement nor the content of any website
accessible from hyperlinks on Steinhoff's website or on Darty'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 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 Offer should be in
hard copy form.
APPENDIX I
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER
PART A - CONDITIONS OF THE OFFER
The Offer will be conditional upon:
(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by 3.00
p.m. on the date falling 21 days after the date on which the Offer Document is published (or
such later times and/or dates as Conforama may, subject to the rules of the Code, decide) in
respect of not less than 70 per cent. (or such lesser percentage as Conforama may decide) in
nominal value of the Darty Shares to which the Offer relates, and not less than 70 per cent. (or
such lesser percentage as Conforama may decide) of the voting rights carried by the Darty
Shares to which the Offer relates, provided that this Condition will not be satisfied unless
Conforama and/or any of its associates shall have acquired or agreed to acquire, whether
pursuant to the Offer or otherwise, Darty Shares carrying in aggregate more than 50 per cent.
of the voting rights then exercisable at a general meeting of Darty including, to the extent (if
any) required by the Panel, any voting rights attaching to any Darty Shares which are
unconditionally allotted before the Offer becomes or is declared unconditional as to
acceptances pursuant to the exercise of any outstanding conversion or subscription rights or
otherwise. For the purposes of this Condition:
i. Darty Shares which have been unconditionally allotted shall be deemed to carry the
voting rights which they will carry upon issue;
ii. the expressions "Darty Shares to which the Offer relates" and "associates" shall be
construed in accordance with sections 974 to 991 of the Companies Act 2006; and
iii. acquisitions of, or contracts to acquire, Darty Shares by Conforama or by its associates
to which sections 979(8) and (9) of the Companies Act 2006 apply shall be treated as
valid acceptances;
Regulatory clearances and/or filings
(b) the following having occurred:
i. the European Commission indicating, on terms reasonably satisfactory to Conforama,
that it does not intend to initiate proceedings under Article 6(1)(c) of Council
Regulation 139/2004 (as amended, the “Regulation”) in respect of the Offer or any
aspect of it (or being deemed to have done so under Article 10(6) of the Regulation);
and
ii. if any aspect of the Offer is referred to one or more competition authorities of a
European Union or European Free Trade Association Member state under Article 4(4)
or Article 9 of the Regulation:
1. in the case of a referral to the French Competition Authority, the French
Competition Authority having issued a decision on terms reasonably
satisfactory to Conforama, allowing the Offer to proceed under the second
sub-paragraph of (III) of Article L. 430-5 of the French Commercial Code (or
being deemed to have done so under (IV) of Article L. 430-5 of the French
Commercial Code), without the Minister for the Economy having made use
of the power to call the case granted under Article L. 430-7-1 of the French
Commercial Code; and
2. in the case of a referral to any other competent authority, confirmation
TS4/26270633/02/AJV/AJV 20
having been received from each such competent authority that the Offer
may proceed on terms reasonably satisfactory to Conforama, in particular
that it does not intend to make a Phase 2 reference of the Offer, or any
aspect of it.
(c) the indirect acquisition by Conforama of a stake in Menafinance, a société anonyme registered
with the Registry of Commerce of Evry under number 319 416 764 being approved (or deemed
approved) by the Autorité de contrôle prudentiel et de résolution (APCR) pursuant the
provisions of Articles L 511-12-1 and L 522-10 of the French Monetary and Financial Code and
such approval being either (a) unconditional in all respects (save as to the period within which
indirect acquisition must occur) or (b) subject to conditions (other than as to timing) which, in
the reasonable opinion of Conforama, do not have and are not likely to have a material
adverse effect on Conforama or any person in the Wider Steinhoff Group;
(d) each clearance or consent of, filing with, or notice to, any Third Party (as defined below) that is
reasonably considered by Conforama to be necessary or appropriate in connection with the
Offer or its implementation, including the acquisition of any shares or securities in, or control
of, any member of the Wider Darty Group, in any country, territory or jurisdiction in which a
member of the Wider Steinhoff Group or the Wider Darty Group is established or conducts
business, having been granted, filed or delivered (as appropriate), in each case in terms
satisfactory to Conforama;
(e) no Third Party having decided to take, institute, implement or threaten any action,
proceedings, suit, investigation, enquiry or reference or having required any action to be taken
or information to be provided or otherwise having done anything or having made, proposed or
enacted any statute, regulation, order or decision or having done anything which would or
might reasonably be expected to:
i. make the Offer or its implementation, or the acquisition or the proposed acquisition
by Conforama of any shares or other securities in, or control of, any member of the
Wider Darty Group void, illegal or unenforceable in any jurisdiction, or otherwise
directly or indirectly restrain, prohibit, restrict, prevent or delay the same or impose
additional adverse conditions or financial or other obligations with respect thereto, or
otherwise challenge or interfere therewith;
ii. require, prevent or delay the divestiture or alter the terms envisaged for any proposed
divestiture by Conforama or any of its subsidiaries or subsidiary undertakings or
associated undertakings (including any joint venture, partnership, firm or company in
which any member of the Wider Steinhoff Group is substantially interested) of any
Darty Shares or of any shares in a member of the Wider Steinhoff Group;
iii. require, prevent or delay the divestiture or alter the terms envisaged for any proposed
divestiture by any member of the Wider Steinhoff Group or by any member of the
Wider Darty Group of all or any material portion of their respective businesses, assets
or property, or (to an extent which is material in the context of the Offer or the Wider
Darty Group concerned taken as a whole) impose any limit on the ability of any of
them to conduct their respective businesses (or any of them) or to own or control any
of their respective assets or properties or any part thereof;
iv. impose any material limitation on, or result in any material delay in, the ability of any
member of the Wider Steinhoff Group or any member of the Wider Darty Group to
acquire, hold or exercise effectively, directly or indirectly, all or any rights of ownership
of Darty Shares or any shares or securities convertible into Darty Shares or to exercise
voting or management control over any member of the Wider Darty Group or any
member of the Wider Steinhoff Group;
v. require any member of the Wider Darty Group to acquire or offer to acquire or repay
any shares or other securities in and/or indebtedness of any member of the Wider
Darty Group owned by or owed to any Third Party;
vi. impose any material limitation on the ability of any member of the Wider Steinhoff
Group and/or of the Wider Darty Group to integrate or co-ordinate its business, or any
material part of it, with the business of any member of Wider Darty Group or of the
Wider Steinhoff Group respectively; or
vii. otherwise adversely affect any or all of the businesses, assets, prospects, profits or
financial or trading position of any member of the Wider Darty Group or any member
of the Wider Steinhoff Group to an extent which is material in the context of the Offer
or any such group taken as a whole,
and all applicable waiting and other time periods during which any Third Party could institute,
implement or threaten any such action, proceedings, suit, investigation, enquiry or reference
under the laws of any relevant jurisdiction, having expired, lapsed or been terminated;
(f) all necessary filings and applications having been made and all necessary waiting and other
time periods (including any extensions thereof) under any applicable legislation or regulations
of any relevant jurisdiction having expired, lapsed or been terminated and all statutory or
regulatory obligations in any relevant jurisdiction having been complied with in each case as
may be necessary in connection with the Offer and its implementation or the acquisition or
proposed acquisition by Conforama or any member of the Wider Steinhoff Group of any
shares or other securities in, or control of, Darty or any member of the Wider Darty Group and
all Authorisations for or in respect of the Offer or the acquisition or proposed acquisition by
Conforama of any shares or other securities in, or control of, Darty or the carrying on by any
member of the Wider Darty Group of its business or in relation to the affairs of any member of
the Wider Darty Group having been obtained in terms and in a form reasonably satisfactory to
Conforama from all appropriate Third Parties or persons with whom any member of the Wider
Darty Group has entered into contractual arrangements and all such Authorisations remaining
in full force and effect and all filings necessary for such purpose having been made and there
being no notice or intimation of any intention to revoke, suspend, restrict or amend or not
renew the same at the time at which the Offer becomes or is declared wholly unconditional
and there being no indication that the renewal costs of any Authorisation might be materially
higher than the renewal costs for the current Authorisation;
(g) except as publicly announced by Conforama prior to the date of this announcement through a
RIS or fairly disclosed in writing to Conforama prior to the date of this announcement, there
being no provision of any arrangement, agreement, licence or other instrument to which any
member of the Wider Darty Group is a party or by or to which any such member or any of its
respective assets is or are or may be bound, entitled or subject or any circumstance which, in
consequence of the making or implementation of the Offer or the proposed acquisition of any
shares or other securities in, or control of, Darty by Conforama or because of a change in the
control or management of Darty or otherwise, could reasonably be expected to result in (to an
extent which is material in the context of the Wider Darty Group taken as a whole):
i. any indebtedness or liabilities actual or contingent of, or any grant available to, any
member of the Wider Darty Group being or becoming repayable or capable of being
declared repayable immediately or prior to its stated maturity or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn or inhibited or
capable of being withdrawn or inhibited;
ii. the creation or enforcement of any mortgage, charge or other security interest over
the whole or any part of the business, property, assets or interests of any member of
the Wider Darty Group or any such security (whenever created, arising or having
arisen) being enforced or becoming enforceable;
iii. any such arrangement, agreement, licence or instrument or the rights, liabilities,
obligations, or interests of any member of the Wider Darty Group under any such
arrangement, agreement, licence or instrument (or any arrangement, agreement,
licence or instrument relating to any such right, liability, obligation, interest or
business) or the interests or business of any such member in or with any other person,
firm, company or body being or becoming capable of being terminated or adversely
modified or adversely affected or any adverse action being taken or any onerous
obligation or liability arising thereunder;
iv. any asset or interest of any member of the Wider Darty Group being or falling to be
disposed of or charged (otherwise than in the ordinary course of business) or ceasing
to be available to any member of the Wider Darty Group or any right arising under
which any such asset or interest could be required to be disposed of or charged or
could cease to be available to any member of the Wider Darty Group;
v. any member of the Wider Darty Group ceasing to be able to carry on business under
any name under which it presently does so;
vi. any member of the Wider Steinhoff Group and/or of the Wider Darty Group being
required to acquire or repay any shares in and/or indebtedness of any member of the
Wider Darty Group owned by any Third Party;
vii. any change in or effect on the ownership or use of any intellectual property rights
owned or used by any member of the Wider Darty Group;
viii. the value or financial or trading position or prospects of any member of the Wider
Darty Group being prejudiced or adversely affected; or
ix. the creation of any liability, actual or contingent, by any such member (other than in
the ordinary course of business),
and no event having occurred which, under any provision of any such arrangement,
agreement, licence or other instrument, might reasonably be expected to result in any of the
events referred to in this Condition (g) to an extent which would be material in the context of
the Wider Darty Group taken as a whole;
General Third Party clearances
(h) the waiver (or non-exercise within any applicable time limits) by any relevant government or
governmental, quasi-governmental, supranational, statutory, regulatory, environmental or
investigative body, court, trade agency, association, institution, any entity owned or controlled
by any relevant government or state, or any other body or person whatsoever in any
jurisdiction (each a "Third Party") of any termination right, right of pre-emption, first refusal or
similar right (which is material in the context of the Wider Darty Group taken as a whole)
arising as a result of or in connection with the Offer including, without limitation, its
implementation and financing or the proposed direct or indirect acquisition of any shares or
other securities in, or control of, Darty by Conforama or any member of the Wider Steinhoff
Group;
(i) all necessary filings or applications having been made in connection with the Offer and all
statutory or regulatory obligations in any jurisdiction having been complied with in connection
with the Offer or the acquisition by any member of Conforama or the Wider Steinhoff Group
of any shares or other securities in, or control of, Darty and all Authorisations reasonably
deemed necessary or appropriate by Conforama or any member of the Wider Steinhoff Group
for or in respect of the Offer including without limitation, its implementation and financing or
the proposed direct or indirect acquisition of any shares or other securities in, or control of,
Darty or any member of the Wider Darty Group by any member of Conforama or the Wider
Steinhoff Group having been obtained in terms and in a form reasonably satisfactory to
Conforama from all appropriate Third Parties or persons with whom any member of the Wider
Darty Group has entered into contractual arrangements and all such Authorisations together
with all material authorisations orders, recognitions, grants, licences, confirmations,
clearances, permissions and approvals necessary or appropriate to carry on the business of any
member of the Wider Darty Group which is material in the context of Conforama or the Wider
Steinhoff Group or the Darty Group as a whole or of the financing of the Offer remaining in full
force and effect and all filings necessary for such purpose having been made and there being
no notice or intimation of any intention to revoke or not to renew any of the same at the time
at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory
obligations in any jurisdiction having been complied with;
(j) no Third Party having decided to take, institute, implement or threaten any action, proceeding,
suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation,
decision or order, or having taken any other steps which would or might reasonably be
expected to:
i. require, prevent or delay the divestiture, or materially alter the terms envisaged for
any proposed divestiture by any member of Conforama or the Wider Steinhoff Group
or any member of the Wider Darty Group of all or any portion of their respective
businesses, assets or property or impose any limitation on the ability of any of them to
conduct their respective businesses (or any of them) or to own any of their respective
assets or properties or any part thereof which, in any such case, is material in the
context of Conforama or the Wider Steinhoff Group or the Wider Darty Group in either
case taken as a whole;
ii. require, prevent or delay the divestiture by any member of Conforama, or the Wider
Steinhoff Group of any shares or other securities in Darty;
iii. impose any material limitation on, or result in a delay in, the ability of any member of
Conforama or the Wider Steinhoff Group directly or indirectly to acquire or to hold or
to exercise effectively any rights of ownership in respect of shares or loans or securities
convertible into shares or any other securities (or the equivalent) in any member of
the Wider Darty Group or Conforama or the Wider Steinhoff Group or to exercise
management control over any such member;
iv. otherwise adversely affect the business, assets, profits or prospects of any member of
Conforama or the Wider Steinhoff Group or of any member of the Wider Darty Group
to an extent which is material in the context of Conforama or the Wider Steinhoff
Group or the Darty Group in either case taken as a whole;
v. make the Offer or its implementation or the acquisition or proposed acquisition by
Conforama or the Wider Steinhoff Group of any shares or other securities in, or control
of Darty void, illegal, and/or unenforceable under the laws of any jurisdiction, or
otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise
materially interfere with the same, or impose additional conditions or obligations with
respect thereto, or otherwise challenge or interfere therewith;
vi. require any member of Conforama or the Wider Steinhoff Group or the Wider Darty
Group to offer to acquire any shares or other securities (or the equivalent) or interest
in any member of the Wider Darty Group or Conforama or the Wider Steinhoff Group
owned by any third party;
vii. impose any limitation on the ability of any member of the Wider Darty Group to co-
ordinate its business, or any part of it, with the businesses of any other members
which is adverse to and material in the context of the Wider Darty Group taken as a
whole or in the context of the Offer; or
viii. result in any member of the Wider Darty Group ceasing to be able to carry on business
under any name under which it presently does so,
and all applicable waiting and other time periods during which any such Third Party could
institute, implement or threaten any action, proceeding, suit, investigation, enquiry or
reference or any other step under the laws of any jurisdiction in respect of the Offer or the
acquisition or proposed acquisition of any Darty Shares having expired, lapsed or been
terminated;
Certain matters arising as a result of any arrangement, agreement etc.
(k) save as Disclosed, there being no provision of any agreement, arrangement, licence, permit or
other instrument to which any member of the Wider Darty Group is a party or by or to which
any such member or any of its assets may be bound, entitled or subject, which in consequence
of the Offer or the proposed acquisition of any shares or other securities in Darty or because of
a change in the control or management of Darty or otherwise, could or might reasonably be
expected to result in to an extent which is material in the context of the Wider Darty Group, or
Conforama or the Wider Steinhoff Group, in either case taken as a whole, or in the context of
the Offer:
i. any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant
available to any such member, being or becoming repayable or capable of being
declared repayable immediately or earlier than their or its stated maturity date or
repayment date or the ability of any such member to borrow moneys or incur any
indebtedness being withdrawn or inhibited or being capable of becoming or being
withdrawn or inhibited;
ii. any such agreement, arrangement, licence, permit or instrument or the rights,
liabilities, obligations or interests of any such member thereunder being terminated or
modified or affected or any obligation or liability arising or any action being taken or
arising thereunder;
iii. any assets or interests of any such member being or falling to be disposed of or
charged or any right arising under which any such asset or interest could be required
to be disposed of or charged;
iv. other than in the ordinary course of business, the creation or enforcement of any
mortgage, charge or other security interest over the whole or any part of the business,
property or assets of any such member;
v. the rights, liabilities, obligations or interests of any such member in, or the business of
any such member with, any person, firm or body (or any arrangement or
arrangements relating to any such interest or business) being terminated, adversely
modified or affected;
vi. the value of any such member or its financial or trading position or prospects being
prejudiced or adversely affected;
vii. any such member ceasing to be able to carry on business under any name under which
it presently does so; or
viii. other than in the ordinary course of business, the creation of any liability, actual or
contingent, by any such member,
and no event having occurred which, under any provision of any agreement, arrangement,
licence, permit or other instrument to which any member of the Wider Darty Group is a party
or by or to which any such member or any of its assets may be bound, entitled or subject,
would or might reasonably be expected to result in any of the events or circumstances as are
referred to in sub-paragraphs (i) to (viii) of this Condition;
Certain events occurring since 30 April 2015
(l) save as Disclosed, no member of the Wider Darty Group having, since 30 April 2015:
i. save as between Darty and wholly-owned subsidiaries of Darty or for Darty Shares
issued under or pursuant to the exercise of options and vesting of awards granted
under the Darty Share Plan , issued, authorised or proposed the issue of additional
shares of any class;
ii. save as between Darty and wholly-owned subsidiaries of Darty or for the grant of
options and awards and other rights under the Darty Share Plan , issued or agreed to
issue, authorised or proposed the issue of securities convertible into shares of any
class or rights, warrants or options to subscribe for, or acquire, any such shares or
convertible securities;
iii. other than to another member of the Darty Group, prior to completion of the Offer,
recommended, declared, paid or made any dividend or other distribution whether
payable in cash or otherwise except for ordinary course dividends. In particular, those
Darty Shareholders who are on the register as at 4 March 2016 will be entitled to
receive the 2016 interim dividend for the period to 31 October 2015 of not more than
0.875 euro cents per Darty Share expected to be paid on 30 March 2016. In the event
that the regulatory clearances relating to antitrust have not been obtained by] the
record date for the 2016 final dividend, expected to be on or around 21 October 2016,
Darty Shareholders on the register at that date will be entitled to receive in full the
final dividend payable in relation to Darty's financial year ending on 30 April 2016 of
not more than 2.625 euro cents per Darty Share;
iv. save for intra-Darty Group transactions, merged or demerged with any body corporate
or acquired or disposed of or transferred, mortgaged or charged or created any
security interest over any assets or any right, title or interest in any asset (including
shares and trade investments) or authorised or proposed or announced any intention
to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge
or security interest, in each case, other than in the ordinary course of business and, in
each case, to the extent which is material in the context of the Wider Darty Group
taken as a whole;
v. save for intra-Darty Group transactions, made or authorised or proposed or
announced an intention to propose any change in its loan capital in each case, to the
extent which is material in the context of the Wider Darty Group taken as a whole;
vi. issued, authorised or proposed the issue of any debentures or (save for intra- Darty
Group transactions), save in the ordinary course of business, incurred or increased any
indebtedness or become subject to any contingent liability;
vii. purchased, redeemed or repaid or announced any proposal to purchase, redeem or
repay any of its own shares or other securities or reduced or, save in respect to the
matters mentioned in sub-paragraph (i) above, made any other change to any part of
its share capital in each case, to the extent which is material in the context of the
Wider Darty Group taken as a whole;
viii. implemented, or authorised, proposed or announced its intention to implement, any
reconstruction, amalgamation, scheme, commitment or other transaction or
arrangement otherwise than in the ordinary course of business or entered into or
changed the terms of any contract with any director or senior executive;
ix. entered into or varied or authorised, proposed or announced its intention to enter into
or vary any contract, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long term, onerous or unusual nature or
magnitude or which is or could be materially restrictive on the businesses of any
member of the Wider Darty Group or the Wider Steinhoff Group or which involves or
is reasonably likely to involve an obligation of such a nature or magnitude or which is
other than in the ordinary course of business, in each case, to the extent which is
material in the context of the Wider Darty Group taken as a whole;
x. (other than in respect of a member which is dormant and was solvent at the relevant
time) taken any corporate action or had any legal proceedings started or threatened
against it for its winding-up, dissolution or reorganisation or for the appointment of a
receiver, administrative receiver, administrator, trustee or similar officer of all or any
part of its assets or revenues or any analogous proceedings in any jurisdiction or had
any such person appointed, in each case, to the extent which is material in the context
of the Wider Darty Group taken as a whole;
xi. entered into any contract, transaction or arrangement which would be restrictive on
the business of any member of the Wider Darty Group or the Wider Steinhoff Group
other than of a nature and extent which is normal in the context of the business
concerned;
xii. waived or compromised any claim otherwise than in the ordinary course of business
which is material in the context of the Darty Group taken as a whole;
xiii. entered into any contract, commitment, arrangement or agreement otherwise than in
the ordinary course of business or passed any resolution or made any offer (which
remains open for acceptance) with respect to or announced any intention to, or to
propose to, effect any of the transactions, matters or events referred to in this
Condition;
xiv. having made or agreed or consented to any change to:
1. the terms of the trust deeds constituting the pension scheme(s) established
by any member of the Wider Darty Group for its directors, employees or
their dependents;
2. the contributions payable to any such scheme(s) or to the benefits which
accrue or to the pensions which are payable thereunder;
3. the basis on which qualification for, or accrual or entitlement to, such
benefits or pensions are calculated or determined; or
4. the basis upon which the liabilities (including pensions) of such pension
schemes are funded, valued or made,
in each case, to the extent which is material in the context of the Wider Darty Group
taken as a whole;
xv. proposed, agreed to provide or modified the terms of any of the Darty Share Plan or
other benefit constituting a material change relating to the employment or
termination of employment of a material category of persons employed by the Wider
Darty Group or which constitutes a material change to the terms or conditions of
employment of any senior employee of the Wider Darty Group, save as agreed by the
Panel or by Conforama; or
xvi. taken (or agreed or proposed to take) any action which requires, or would require, the
consent of the Panel or the approval of Darty Shareholders in general meeting in
accordance with, or as contemplated by, Rule 21.1 of the City Code,
and, for the purposes of sub-paragraphs (iii), (iv), (v), (vi) and (xii) of this Condition, the term
"Darty Group" shall mean Darty and its wholly-owned subsidiaries;
No adverse change, litigation or regulatory enquiry
(m) save as Disclosed, since 30 April 2015:
i. no adverse change or deterioration having occurred in the business, assets, financial
or trading position or profits or prospects of any member of the Wider Darty Group
which is material in the context of the Wider Darty Group taken as a whole;
ii. no litigation, arbitration proceedings, prosecution or other legal proceedings to which
any member of the Wider Darty Group is or may become a party (whether as a
plaintiff, defendant or otherwise) and no investigation by any Third Party against or in
respect of any member of the Wider Darty Group having been instituted announced or
threatened by or against or remaining outstanding in respect of any member of the
Wider Darty Group which in any such case has had or might reasonably be expected to
have an adverse effect on the Wider Darty Group taken as a whole;
iii. no contingent or other liability having arisen or become apparent to Conforama which
would be likely to adversely affect the Wider Darty Group taken as a whole; and
iv. no steps having been taken which are likely to result in the withdrawal, cancellation,
termination or modification of any licence held by any member of the Wider Darty
Group which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which has had, or would
reasonably be expected to have, a material adverse effect on the Wider Darty Group
taken as a whole;
No discovery of certain matters
(n) save as Disclosed, Conforama not having discovered:
i. that any financial, business or other information concerning the Wider Darty Group as
contained in the information publicly disclosed at any time by or on behalf of any
member of the Wider Darty Group is materially misleading, contains a material
misrepresentation of fact or omits to state a fact necessary to make that information
not misleading, in each case, to the extent which is material in the context of the
Wider Darty Group taken as a whole;
ii. that any member of the Wider Darty Group, partnership, company or other entity in
which any member of the Wider Darty Group has a significant economic interest and
which is not a subsidiary undertaking of Darty is subject to any liability (contingent or
otherwise) which is not disclosed in the Darty Annual Report for the financial year
ended 30 April 2015 in each case, to the extent which is material in the context of the
Wider Darty Group taken as a whole; or
iii. any information which affects the import of any information disclosed at any time by
or on behalf of any member of the Wider Darty Group and which is material in the
context of the Wider Darty Group taken as a whole;
(o) save as Disclosed, Conforama not having discovered that:
i. any past or present member of the Wider Darty Group has failed to comply with any
and/or all applicable legislation or regulation, of any jurisdiction with regard to the
storage, carriage, disposal, spillage, release, discharge, leak or emission of any waste or
hazardous substance or any substance likely to impair the environment or harm
human health or animal health or otherwise relating to environmental matters or the
health and safety of humans, or that there has otherwise been any such storage,
carriage, disposal, spillage, release, discharge, leak or emission (whether or not the
same constituted a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which storage,
carriage, disposal, spillage, release, discharge, leak or emission would be likely to give
rise to any liability (actual or contingent) on the part of any member of the Wider
Darty Group and which is material in the context of the Wider Darty Group taken as a
whole;
ii. there is, or is likely to be, for that or any other reason whatsoever, any liability (actual
or contingent) of any past or present member of the Wider Darty Group to make good,
repair, reinstate or clean up any property or any controlled waters now or previously
owned, occupied, operated or made use of or controlled by any such past or present
member of the Wider Darty Group, under any environmental legislation, regulation,
notice, circular or order of any government, governmental, quasi-governmental, state
or local government, supranational, statutory or other regulatory body, agency, court,
association or any other person or body in any jurisdiction and which is material in the
context of the Wider Darty Group taken as a whole or the Offer;
iii. circumstances exist (whether as a result of the Offer or otherwise) which would be
reasonably likely to lead to any Third Party instituting, or whereby any member of the
Wider Steinhoff Group or any present or past member of the Wider Darty Group
would be likely to be required to institute, an environmental audit or take any other
steps which would in any such case be reasonably likely to result in any liability
(whether actual or contingent) to improve, modify existing or install new plant,
machinery or equipment or carry out changes in the processes currently carried out or
make good, remediate, repair, re-instate or clean up any land or other asset currently
or previously owned, occupied or made use of by any past or present member of the
Wider Darty Group (or on its behalf) or by any person for which a member of the
Wider Darty Group is or has been responsible, or in which any such member may have
or previously have had or be deemed to have had an interest which is material in the
context of the Wider Darty Group taken as a whole or the Offer; or
iv. circumstances exist whereby a person or class of persons would be likely to have any
claim or claims in respect of any product or process of manufacture or materials used
therein currently or previously manufactured, sold or carried out by any past or
present member of the Wider Darty Group which claim or claims would be likely,
materially and adversely, to affect any member of the Wider Darty Group and which is
material in the context of the Darty Group taken as a whole or the Offer; and
Anti-corruption, sanctions and criminal property
(p) save as Disclosed, Conforama not having discovered that:
i. any past or present member, director, officer or employee of the Wider Darty Group is
or has at any time engaged in any activity, practice or conduct which would constitute
an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or
any other applicable anti-corruption legislation or (b) any person that performs or has
performed services for or on behalf of the Wider Darty Group is or has at any time
engaged in any activity, practice or conduct in connection with the performance of
such services which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
legislation and regulation; or
ii. any asset of any member of the Wider Darty Group constitutes criminal property as
defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding
paragraph (b) of that definition); or
iii. any past or present member, director, officer or employee of the Darty Group, or any
other person for whom any such person may be liable or responsible, has engaged in
any business with, made any investments in, made any funds or assets available to or
received any funds or assets from: (a) any government, entity or individual in respect
of which US or European Union persons, or persons operating in those territories, are
prohibited from engaging in activities or doing business, or from receiving or making
available funds or economic resources, by US or European Union laws or regulations,
including the economic sanctions administered by the United States Office of Foreign
Assets Control, or HMRC; or (b) any government, entity or individual targeted by any of
the economic sanctions of the United Nations, the United States, the European Union
or any of its member states; or
iv. no member of the Darty Group being engaged in any transaction which would cause
Conforama to be in breach of any law or regulation upon its acquisition of Darty,
including the economic sanctions of the United States Office of Foreign Assets Control,
or HMRC, or any government, entity or individual targeted by any of the economic
sanctions of the United Nations, the United States, the European Union or any of its
member states.
Subject to the requirements of the Takeover Panel, Conforama reserves the right in its sole discretion
to waive (if capable of waiver) in whole or in part any of the above Conditions (b) to (p) (inclusive).
Conditions (a) to (p) (inclusive) must be satisfied as at, or waived (where applicable) on or before,
midnight on the 21st day after the later of the first closing date of the Offer and the date on which
Condition (a) is fulfilled (or such later date as Conforama and Darty may, with the consent of the
Panel, agree), failing which the Offer will lapse provided that Conforama shall be under no obligation
to waive or treat as fulfilled any of Conditions (b) to (p) (inclusive) by a date earlier than the latest
date specified above for the fulfilment thereof notwithstanding that the other conditions of the Offer
may at such earlier date have been fulfilled and that there are at such earlier date no circumstances
indicating that any of such conditions may not be capable of fulfilment.
Except with the Panel's consent Conforama will not invoke any of the above conditions (except for
the acceptance condition in (a)) so as to cause the Offer not to proceed, to lapse or to be withdrawn
unless the circumstances which give rise to the right to invoke the relevant conditions are of material
significance to Conforama in the context of the Offer.
PART C - CERTAIN FURTHER TERMS OF THE OFFER
1 The Offer will lapse if:
1.1 the European Commission initiates proceedings under Article 6(1)(c) in respect of the
Offer before the first closing date of the Offer and the date the Offer is declared
unconditional as to acceptances, whichever is the later; or
1.2 the European Commission refers any aspect of the Offer to the CMA under Article 9(1)
of the Regulation and the CMA then initiates a Phase 2 reference in respect of the Offer
before the date the Offer is declared unconditional as to acceptances.
2 Conforama reserves the right for any other member of the Steinhoff Group from time to time
to implement the Offer.
3 If the Offer lapses, the Offer will cease to be capable of further acceptance and both
Conforama and Darty shall immediately cease to be bound by acceptances delivered on or
before the date on which the Offer lapses. Darty Shareholders who have accepted the Offer
and Conforama shall then cease to be bound by acceptances delivered on or before the date
on which the Offer lapses.
4 Conforama reserves the right to make such changes to the above conditions as may be
appropriate in the event that the conditions of the Offer are required to be amended to
comply with Rule 9 of the Code.
5 The Offer will be made on the terms and will be subject to the conditions which are set out in
this Appendix I, those terms which will be set out in the Offer Document and the Form of
Acceptance and such further terms as may be required to comply with the provisions of the
Code. This announcement does not constitute an offer or invitation to purchase any securities.
6 The Offer will be governed by English law and subject to the jurisdiction of the English courts
and to the conditions and further terms set out below and to be set out in the Offer Document
and the Form of Acceptance.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
1 As at the close of business on 17 March 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 (£673 million) is based
on 538,495,977 Darty Shares.
3 The closing mid-market share prices of Darty Shares on 29 September 2015, 6 November 2015
and 20 November 2015 referred to in this announcement are derived from the London Stock
Exchange Daily Official List.
4 Unless otherwise stated, the financial information relating to Darty is extracted or derived
from the Darty Annual Report and the Darty Interim Report (without any adjustment).
5 Unless otherwise stated, the financial information relating to Steinhoff is extracted or derived
from the Steinhoff Annual Report and the Steinhoff Interim Report (without any adjustment)
and Steinhoff's European Prospectus dated 19 November 2015.
APPENDIX III
DEFINITIONS
The following definitions apply throughout this announcement unless the context requires
otherwise.
"Authorisations" material authorisations, orders, recognitions, grants,
consents, clearances, confirmations, certificates, licenses,
permissions and approvals
"Business Day" any day which is not a Saturday, Sunday or a bank or
public holiday in England
"City Code" or "Code" the City Code on Takeovers and Mergers, as amended
from time to time
"Clean Team Agreement" has the meaning given to that term in paragraph 12 of
this announcement
"Closing Price" in the case of Darty Shares, the closing middle market
quotation of a Darty Share as derived from the Daily
Official List
"CMA" the Competition and Markets Authority
"Companies Act" the Companies Act 2006 (as amended, modified,
consolidated, re-enacted or replaced from time to time)
"Conditions" the conditions of the Offer set out in Appendix I to this
announcement and to be set out in the Offer Document
and a "Condition" shall mean any one of them
"Confidentiality Agreement" has the meaning given to that term in paragraph 12 of
this announcement
"Conforama" Conforama Investissement SNC
"Conforama Directors" the directors of Conforama as at the date of this
announcement
"Co-Operation Agreement" the agreement between Conforama and Darty dated 18
March 2016 and relating, among other things, to the
implementation of certain matters in connection with
the Offer
"Daily Official List" the Daily Official List published by the London Stock
Exchange
"Darty" Darty plc
"Darty Annual Report" the annual report and accounts of Darty for the year
ended 30 April 2015
"Darty Deferred Bonus Awards" means the component of annual bonus payments in
respect of past, present and future financial years for
Regis Schultz, Albin Jacquemont and Simon Enoch
deferred into awards over Darty Shares for a three year
period
"Darty Directors" the directors of Darty as at the date of this
announcement or, when the context so requires,
directors of Darty from time to time
"Darty Group" Darty, its subsidiaries and subsidiary undertakings
"Darty Interim Report" the interim report and accounts of Darty for the six
months ended 31 October 2015
"Darty Pension Scheme" means the occupational pension scheme operated by the
Target Group for the benefit of the Darty Group’s
employees
"Darty Share Plan" means the Kesa Electricals plc Long Term Incentive Plan,
the rules of which were approved by Darty Shareholders
on 18 June 2010
"Darty Shareholders" or the holders of Darty Shares from time to time
"Shareholders"
"Darty Shares" the existing unconditionally allotted or issued and fully
paid ordinary shares of 30 euro cents each in the capital
of Darty and any further such ordinary shares which are
unconditionally allotted before the Offer becomes or is
declared unconditional as to acceptances
"Dealing Disclosure" has the same meaning as in Rule 8 of the Code
"Disclosed" means the information disclosed by, or on behalf of
Darty in: (i) the Darty Annual Report; (ii) this
Announcement; (iii) the announcement by Darty of its
first quarter trading for the period 1 May 2015 to 31 July
2015 released by Darty on 10 September 2015; (iv) the
announcement by Darty of its trading for the period 31
May 2015 to 31 October 2015, released by Darty on 10
December 2015; (v) the announcement by Darty of its
trading for the period 1 November 2015 to 31 January
2016 released by Darty on 18 February 2016; (vi) any
other public announcement made by Darty in
accordance with the City Code, the Listing Rules, the
Disclosure and Transparency Rules after 30 April 2015
but prior to the date of this Announcement; or (vii) as
disclosed in writing or as otherwise fairly disclosed to
Conforama (its officers, employees, agents or advisers in
their capacity as such) by or on behalf of Darty or its
agents prior to the date of this announcement
"FCA" or "Financial Conduct the United Kingdom Financial Conduct Authority and any
Authority" successor or replacement regulatory body or bodies
"Form of Acceptance" the form of acceptance and authority relating to the
Offer accompanying the Offer Document
"FSMA" the Financial Services and Markets Act 2000 and any
subordinate legislation made under it, or any applicable
successor or replacement regulatory regime in the UK
"London Stock Exchange" London Stock Exchange plc
"Long Stop Date" unless otherwise agreed in writing by Conforama and
Darty, 30 September 2016;
"Offer Document" the document containing the Offer to be sent to Darty
Shareholders
"Offer Period" means the period commencing on 30 September 2015,
being the date that it was first announced by Fnac that it
was considering an offer for Darty plc, and ending on: (i)
the earlier of the date on which the Offer has become or
has been declared unconditional as to acceptances
and/or the date on which the Offer lapses or is
withdrawn (or such other date as the Panel may decide),
in each case other than where such lapsing or withdrawal
is a result of Conforama exercising its right to implement
the Offer by way of a scheme of arrangement (as
appropriate);
"Offer Price" 125 pence per Darty Share
"Offer" the recommended offer to acquire the entire issued and
to be issued share capital of Darty by Conforama to be
implemented by means of a Takeover Offer on the terms
and subject to the Conditions set out in this
announcement and to be set out in the Offer Document
and, where the context admits, any subsequent revision,
variation, extension or renewal thereof
"Official List" the Official List of the UK Listing Authority
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Code
"Panel" or "Takeover Panel" the Panel on Takeovers and Mergers
"Regulation" Council Regulation (EC) No139/2004
"Regulatory Conditions" the Conditions set out in paragraphs (b) – (d) of Appendix
I
"Restricted Jurisdiction" any such jurisdiction where local laws or regulations may
result in significant risk of civil, regulatory or criminal
exposure if information concerning the Offer is sent or
made available to Darty Shareholders in that jurisdiction
(in accordance with Rule 23.2 of the City Code)
"Steinhoff" Steinhoff International Holdings N.V.
"Steinhoff Annual Report" the annual report and accounts of Steinhoff for the year
ended 30 June 2015
"Steinhoff Group" Steinhoff, its subsidiaries and subsidiary undertakings
"Steinhoff Interim Report" the interim report and accounts of Steinhoff for the six
months ended 31 December 2015
"Takeover Offer" the proposed Offer by means of a takeover offer under
the City Code, particulars of which will be set out in the
Offer Document
"Third Party" any government or governmental, quasi-governmental,
supranational, statutory, regulatory or investigative body,
authority, court, trade agency, association or institution
or professional or environmental body or any other
similar person or body whatsoever in any relevant
jurisdiction
"UKLA" the UK Listing Authority, being the Financial Services
Authority Limited acting in its capacity as the competent
authority for the purposes of Part IV of the Financial
Services and Markets Act 2000
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern
Ireland
"US" or "United States" the United States of America, its territories and
possessions, any State of the United States of America
and the District of Columbia
"Wider Darty Group" Darty, its subsidiaries, subsidiary undertakings and
associated undertakings and any other body corporate,
partnership, joint venture or person in which Darty and
such undertakings (aggregating their interests) have a
direct or indirect interest of 20 per cent. or more of the
voting or equity capital or the equivalent
"Wider Steinhoff Group" Steinhoff, its subsidiaries, subsidiary undertakings and
associated undertakings and any other body corporate,
partnership, joint venture or person in which Conforama
and such undertakings (aggregating their interests) have
a direct or indirect interest of 20 per cent. or more of the
voting or equity capital or the equivalent
For the purposes of this announcement, "subsidiary", "subsidiary undertaking", "undertaking" and
"associated undertaking" have the respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the
lawful currency of the United Kingdom.
All references to "R" and "Rand" are to the lawful currency of the Republic of South Africa.
All the times referred to in this announcement are London times unless otherwise stated.
References to the singular include the plural and vice versa.
18 March 2016
JSE Sponsor
PSG Capital Proprietary Limited
Date: 18/03/2016 05:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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