Wrap Text
Second increased cash offer
STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019
SECOND INCREASED CASH OFFER
for
Darty plc ("Darty")
by
Conforama Investissement 2 SAS ("Conforama")
(a wholly owned subsidiary of Steinhoff International Holdings N.V.)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF
SUCH JURISDICTION
FOR IMMEDIATE RELEASE
21 April 2016
CONFORAMA ANNOUNCES AN INCREASED CASH OFFER TO ACQUIRE THE ENTIRE ISSUED AND TO BE ISSUED ORDINARY SHARE
CAPITAL OF DARTY NOT ALREADY HELD BY CONFORAMA AT 150 PENCE PER DARTY SHARE
1 Introduction
On 18 March 2016 the boards of Conforama Investissement SNC and Darty announced that
they had reached agreement on the terms of a recommended all cash offer to be made by
Conforama Investissement SNC (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 "Original
Offer"). On 11 April 2016 Conforama published an offer document setting out the full terms
and conditions of the Original Offer (the "Original Offer Document").
On 20 April 2016 the board of Conforama announced that Steinhoff Finance Holdings Gmbh
("SFH"), a wholly owned subsidiary of Steinhoff International Holdings N.V. ("Steinhoff"), had
acquired in aggregate 103,205,977 Darty Shares at a price of 138 pence per Darty share and
announced the terms of an increased cash offer to be made to Darty shareholders (the
"Increased Offer").
2 Second Increased Offer
The board of Conforama is pleased to announce the terms of an increased cash offer to be
made by Conforama (with the support of Steinhoff) for the entire issued and to be issued
ordinary share capital of Darty at a price of 150 pence per Darty Share (the "Second Increased
Offer").
Under the terms of the Second Increased Offer, Darty Shareholders will be entitled to receive:
for each Darty Share 150 pence in cash
The Second Increased Offer values the entire issued, and to be issued, share capital of Darty at
approximately £806 million.
Pursuant to the terms of the Original Offer Document, Darty Shareholders who have
previously validly accepted the Original Offer or the Increased Offer will automatically be
deemed to have accepted the terms of the Second Increased Offer by virtue of their prior
acceptances and therefore need take no further action. Save as set out in this
announcement, the Second Increased Offer is subject to the same terms and conditions as
the Original Offer. The Second Increased Offer is a revision to the Original Offer and the
Increased Offer, and shall be construed accordingly.
In accordance with Rule 32.1 of the Code, a revised offer document (the "Second Increased
Offer Document") containing details of the Second Increased Offer will be posted to Darty
Shareholders and, for information only, to participants in the Darty Share Incentive Schemes
and persons with information rights including employees or their representatives (other than
in relation to anyone in any jurisdiction where extension or acceptance of the Second
Increased Offer would violate the law of that jurisdiction, including but not limited to Canada,
Australia, Republic of South Africa and Japan (a "Restricted Jurisdiction")) in due course.
The board of Darty recommended Conforama’s Original Offer of 125 pence per Darty Share.
The board of Conforama will seek the Darty board’s recommendation of the Second Increased
Offer in due course.
3 Financing of the Second Increased Offer
The cash consideration payable under the terms of the Second Increased 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 Second Increased
Offer.
4 Darty Share Plan
Participants in the Darty Share Plan will be contacted to explain the effect of the Second
Increased Offer on the proposals which will be made in respect of their options and awards.
5 Disclosure of interests in relevant securities
Conforama Investissement SNC has made a public Opening Position Disclosure setting out the
details required to be disclosed by it under Rule 8.1(a) of the Code on 16 March 2016. The
Opening Position Disclosure and the Original Offer Document included relevant details in
respect of persons acting in concert with Conforama.
As of the close of business on 20 April 2016 (being the last Business Day prior to the
publication of this announcement), the following Conforama concert parties held the following
interests:
? SFH holds 103,205,977 Darty Shares representing approximately 19.5 per cent of the
issued ordinary share capital of Darty;
? 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 Dynamic Diversified 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, the Original Offer Document and in this
paragraph, none of Conforama nor, so far as Conforama is aware, any person acting in concert
(within the meaning of the Code) with Conforama (including the Conforama Directors) has:
? any interest in, or right to subscribe for, any Darty Shares or other relevant securities
relating to Darty, nor does any such person have any short position in Darty Shares or
other relevant securities relating to Darty, including any short position under a
derivative, any agreement to sell, any delivery obligation or right to require another
person to purchase or take delivery of Darty Shares or other relevant securities
relating to Darty; or
? borrowed or lent any Darty Shares or other relevant securities relating to Darty, nor
entered into any financial collateral arrangements relating to Darty Shares or other
relevant securities relating to Darty.
6 Acceptance, irrevocable undertakings and letter of intent
As at 5.00 p.m. (London time) on 20 April 2016 (being the last Business Day prior to the date of
this announcement), Conforama had received no valid acceptances of the Original Offer or the
Increased Offer.
Conforama received irrevocable undertakings from each of the Darty Directors to accept the
Offer in respect of their entire beneficial holdings of, in aggregate, 1,008,161 Darty Shares,
representing, in aggregate, approximately 0.19 per cent. of Darty’s existing issued share
capital. These irrevocable undertakings ceased to be binding upon the announcement by
Groupe Fnac, S.A. of an increased offer for Darty on 21 April 2016.
As at the date of this announcement Conforama Investissement SNC has received a letter of
intent from Schroder Investment Management Limited, to accept the Original 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. On 20 April 2016, SFH acquired 38,000,000 Darty Shares
from Schroder Investment Management Limited.
7 Closing Date of the Second Increased Offer
Conforama has undertaken to Darty, as set out in paragraph 1(a) of Part B (Further Terms of the
Offer) of Appendix I of the Original Offer Document, that while the Second Increased Offer has
not been declared or becomes unconditional as to acceptances and remains recommended by
the Darty Directors it will extend the Second Increased Offer so that it remains open for
acceptances until midnight on 10 June 2016 ("Day 60").
Notwithstanding the above Conforama urges Darty Shareholders to accept the Second
Increased Offer by 1.00 p.m. (London time) on the next closing date of the Second Increased
Offer, which will be 14 days following the date on which the Second Increased Offer Document
is published (or such later date as Conforama may determine).
Any extensions of the Second Increased Offer will be publicly announced to an RIS no later
than 8.00 a.m. (London time) on the Business Day following the date on which the Second
Increased Offer was otherwise due to expire, or such later date or time as the Panel may agree.
8 Compulsory Acquisition, Delisting and re-registration
If Conforama receives acceptances under the Second Increased Offer in respect of, and/or
otherwise acquires, both 90 per cent. or more in value of the Darty Shares to which the
Second Increased 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 Second Increased 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 Companies Act 2006 to acquire compulsorily the
remaining Darty Shares on the same terms as the Second Increased Offer.
Following the Second Increased Offer becoming or being declared unconditional in all respects,
if Conforama receives acceptances under the Second Increased 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 Second Increased Offer becoming or being declared
unconditional in all respects, Darty will be re-registered as a private limited company.
9 Offer-related arrangements
A summary offer related arrangements is set out in paragraph 14 of Part II of the Original Offer
Document.
10 Dividends
If Darty announces, declares or pays any dividend or any other distribution to Darty
Shareholders after 11 April 2016, Conforama reserves the right to make an equivalent
reduction to the Second Increased Offer price of 150 pence per Darty Share.
11 General
A list of documents which are 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) is set out in
paragraph 12 of Appendix II of the Original Offer Document. A copy of this announcement will
also be made available, free of charge subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, at http://www.steinhoffinternational.com by no later than
12 noon (London time) on the Business Day following the date of this announcement.
Save as set out in this announcement, the Second Increased Offer will be subject to the same
terms and conditions as the Original Offer set out in the Original Offer Document. Accordingly,
your attention is drawn to the Original Offer Document, which is available on Steinhoff's
website at http://www.steinhoffinternational.com.
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 conditions in
paragraphs (b) to (p) in Part A of Appendix I of the Original Offer Document.
Your attention is drawn to Appendix I which form part of, and should be read in conjunction
with, this announcement and contains the bases and sources of certain information used in
this announcement.
Terms and expressions used in this announcement shall, unless otherwise defined herein and
save as the context otherwise requires, have the same meanings as given to them in the
Original Offer Document.
Enquiries:
Conforama
Isabelle Hoppenot (Press contact) Tel: +33 6 25 58 14 38
Steinhoff International Holdings N.V.
Mariza Nel Tel: +27 (0)21 808 0711
Citigroup Global Markets Limited
Jan Skarbek Tel: +44 (0)20 798 6400
Nick Pagden
Charles-Henri Filippi
Tom Jacob
Peter Brown (Corporate Broking)
HSBC Bank plc
Oliver Smith Tel: +44 (0)20 7991 8888
Aamir Khan
Patrick Cazalaa
Dimitri Fotopoulos
Mark Dickenson (Corporate Broking)
Media Enquiries:
Havas Worldwide (French PR Adviser to Conforama)
Anton Molina Tel: +33 6 37 32 80 27
Maitland (UK PR Adviser to Conforama)
Kate O'Neill Tel: +44 7714 415 229
PSG Capital Proprietary Limited (JSE Sponsor)
21 April 2016
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
Second Increased Offer and will not be responsible to anyone other than Steinhoff International
Holdings N.V. for providing the protections afforded to its clients or for providing advice in relation to
the Second Increased Offer, the contents of this announcement or any other matters referred to in
this announcement.
HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in the
United Kingdom by the FCA and the Prudential Regulation Authority, is acting as financial adviser to
Steinhoff International Holdings N.V. and for no one else in connection with the Second Increased
Offer and will not be responsible to anyone other than Steinhoff International Holdings N.V. for
providing the protections afforded to its clients or for providing advice in relation to the Second
Increased Offer, the contents of this announcement or any other matters referred to in this
announcement.
Further information
This announcement is for information purposes only and does not constitute an offer to sell or
subscribe for or an invitation to purchase any securities or the solicitation of any vote or approval in
any jurisdiction, or the solicitation of an offer to buy securities, pursuant to the Second Increased
Offer or otherwise, nor shall there be any sale, issuance or transfer of securities by Darty or
Conforama pursuant to the Second Increased Offer in any jurisdiction in contravention of applicable
laws. The Second Increased Offer will be effected solely through the Second Increased Offer
Document, which will contain the full terms and conditions of the Second Increased Offer, including
details of how to accept the Second Increased Offer. Darty and Conforama urge Darty Shareholders
to read the Increased Offer Document which will be distributed to Darty Shareholders, persons with
information rights and, for information purposes only, to participants in the Darty Share Plan in due
course, as it will contain important information relating to the Second Increased Offer.
This announcement does not constitute a prospectus or prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English law and the Code
and the information disclosed may not be the same as that which would have been disclosed if this
announcement had been prepared in accordance with the laws of jurisdictions outside the United
Kingdom.
Overseas shareholders
The release, publication or distribution of this announcement in certain jurisdictions may be restricted
by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions
should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Conforama or required by the Code and permitted by applicable law
and regulation, the Second Increased Offer will not be made, directly or indirectly, in, into or from a
Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and the Second
Increased Offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly,
copies of this announcement and all documentation relating to the Second Increased Offer are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in,
into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all documents relating to the Second Increased Offer
(including custodians, nominees and trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions as doing so may invalidate any purported acceptance of the Second
Increased Offer.
The availability of the Second Increased Offer to Darty Shareholders who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.
Persons who are not resident in the United Kingdom should inform themselves of, and observe, any
applicable requirements.
Further details in relation to overseas Darty Shareholders will be contained in the Second Increased
Offer Document.
Important information for Darty Shareholders resident in the United States
The Second Increased Offer relates to the shares of a UK company and is subject to UK procedural and
disclosure requirements that are different from those of the US. Any financial statements or other
financial information included in this announcement may have been prepared in accordance with
non-US accounting standards that may not be comparable to the financial statements of US
companies or companies whose financial statements are prepared in accordance with generally
accepted accounting principles in the US. It may be difficult for US holders of shares to enforce their
rights and any claims they may have arising under the US federal securities laws in connection with
the Second Increased Offer, since Conforama and Darty are located in countries other than the US,
and some or all of their officers and directors may be residents of countries other than the US. US
holders of Darty Shares may not be able to sue Conforama, Darty or their respective officers or
directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel
Conforama, Darty and their respective affiliates to subject themselves to the jurisdiction or judgment
of a US court.
The Second Increased Offer will be made in the US pursuant to Section 14(e) and Regulation 14E
under the US Exchange Act as a "Tier II" tender offer, and otherwise in accordance with the
requirements of the Code. Accordingly, the Second Increased Offer will be subject to disclosure and
other procedural requirements, including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments that are different from those applicable under US
domestic tender offer procedures and law.
Darty Shareholders should be aware that Conforama may purchase or arrange to purchase Darty
Shares otherwise than under the Second Increased Offer, such as in open market or privately
negotiated purchases in accordance with rule 14e-5 under the US Exchange Act. Any such
purchases of Darty Shares by Conforama otherwise than under the Second Increased Offer will be
publically announced by way of a dealing disclosure pursuant to the requirements of the Code and
will be released to an RIS.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION TO BUY ANY OF
THE SHARES REFERRED TO HEREIN NOR IS IT A SOLICITATION FOR ACCEPTANCE OF THE SECOND
INCREASED OFFER. CONFORAMA WILL BE MAKING THE SECOND INCREASED OFFER ONLY BY, AND
PURSUANT TO THE TERMS OF, THE SECOND INCREASED OFFER DOCUMENT. THE SECOND
INCREASED OFFER IS NOT BEING MADE IN ANY JURISDICTION IN WHICH THE MAKING OR
ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE SECURITIES, BLUE SKY OR
OTHER LAWS OF SUCH JURISDICTION. THIS DOCUMENT IS NEITHER AN OFFER TO SELL NOR A
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, AND SHALL NOT CONSTITUTE AN OFFER,
SOLICITATION OR SALE, IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS
UNLAWFUL.
Forward looking statements
This announcement, any oral statements made by Conforama or Darty in relation to the Second
Increased Offer, and other information published by Conforama or Darty may contain statements
about Conforama and Darty that are or may be forward looking statements. All statements other
than statements of historical facts included in this announcement may be forward looking
statements. Without limitation, any statements preceded or followed by or that include the words
"targets", "plans", “goals”, "believes", "expects", "aims", "intends", "will", "may", "anticipates",
"estimates", "projects" or words or terms of similar substance or the negative thereof, are forward
looking statements. Forward looking statements include statements relating to the following: (i)
future capital expenditures, expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and
management strategies and the expansion and growth of Conforama’s or Darty’s operations and
potential synergies resulting from the Second Increased Offer; (iii) currency fluctuations; and (iv) the
effects of government regulation on Conforama’s or Darty’s business.
Such forward looking statements involve risks and uncertainties that could significantly affect
expected results and/or the operations of Conforama and Darty, and are based on certain key
assumptions. Many factors could cause actual results to differ materially from those projected or
implied in any forward looking statements. Due to such uncertainties and risks, readers are cautioned
not to place undue reliance on such forward looking statements. Each forward looking statement
speaks only as of the date of this Announcement (or, in the case of an oral statement, as of the date it
was made). Conforama and Darty disclaim any obligation to update or revise any forward looking or
other statements contained herein, except as required by applicable law.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit estimate and no
statement in this announcement should be interpreted to mean that the future earnings per share of
the Steinhoff Group as enlarged by the Second Increased Offer, Conforama and/or Darty for current
or future financial years will necessarily match or exceed the historical or published earnings per
share of Conforama or Darty.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly and
figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that
precede them.
Disclosure requirements of the City Code (the "Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange offeror (being any offeror other than
an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the offer period and, if
later, following the announcement in which any securities exchange offeror is first identified. An
Opening Position Disclosure must contain details of the person's interests and short positions in, and
rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities
exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (London time) on the 10th business day following the commencement
of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business
day following the announcement in which any securities exchange offeror is first identified. Relevant
persons who deal in the relevant securities of the offeree company or of a securities exchange offeror
prior to the deadline for making an Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the
person's interests and short positions in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b)
applies must be made by no later than 3.30 pm (London time) on the business day following the date
of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities of an offeree company or a securities
exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and
Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the
Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Publication on website
A copy of this announcement will be made available, free of charge subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, at http://www.steinhoffinternational.com by
no later than 12 noon (London time) on the Business Day following the date of this announcement.
Neither the content of the website referred to in this announcement nor the content of any website
accessible from hyperlinks on Steinhoff's website (or any other website) is incorporated into, or forms
part of, this announcement.
The Second Increased Offer is subject to the provisions of the Code. In accordance with Rule 23.2 of
the Code on Takeovers and Mergers, a copy of this announcement will be published on Darty's
website at http://www.dartygroup.com.
You may request a hard copy of this announcement, free of charge, by contacting the Company
Secretary at Steinhoff UK Holdings Limited, 5th Floor Festival House, Jessop Avenue, Cheltenham,
Gloucestershire, GL50 3SH, United Kingdom. Darty Shareholders may also request that all future
documents, announcements and information to be sent to them in relation to the Second Increased
Offer should be in hard copy form.
APPENDIX I
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this announcement:
1 As at the close of business on 20 April 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 (£806 million) is based
on 537,485,315 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.
Date: 21/04/2016 01:49:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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