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STEINHOFF INTERNATIONAL HOLDINGS N.V. - Level Of Acceptances At First Closing Date And Extension Of The Final Offer

Release Date: 03/05/2016 08:20
Code(s): SNH     PDF:  
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Level Of Acceptances At First Closing Date And Extension Of The Final Offer

STEINHOFF INTERNATIONAL HOLDINGS N.V.
(Incorporated in the Netherlands)
(Registration number: 63570173)
Share code: SNH
ISIN: NL0011375019


FINAL 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
                                                                                      3 May 2016


           LEVEL OF ACCEPTANCES AT FIRST CLOSING DATE AND EXTENSION OF THE FINAL OFFER

1     Introduction
      
      On 11 April 2016, Conforama published an offer document setting out the full terms and
      conditions of the Offer (the "Offer Document"), announced on 18 March 2016.
      On 21 April 2016, the board of Conforama announced the terms of an increased cash offer at
      an offer price of 160 pence per Darty Share, which was declared final on 27 April 2016 (the
      "Final Offer").
      Conforama notes the increased offer by Groupe Fnac S.A. ("Fnac") of 170 pence per Darty
      share (the "Fnac Offer") announced on 26 April 2016.


2     Levels of acceptances and disclosure of interests in relevant securities at First Closing Date
      
      As of the close of business on 29 April 2016 (being the last Business Day prior to the
      publication of this announcement), Conforama and its concert parties held 108,025,242 Darty
      Shares representing approximately 20.40 per cent. of the current issued share capital of Darty.
      As at 1.00 p.m. (London time) on 2 May 2016 (being the First Closing Date), Conforama had
      received valid acceptances of the Offer in respect of 1,732,945 Darty Shares representing
      approximately 0.32 per cent. of the current issued share capital of Darty, as a result of which
      Conforama and other wholly owned subsidiaries of Steinhoff either owned or had received
      valid acceptances of the Offer in respect of a total of 109,758,187 Darty Shares, representing
      approximately 20.73 per cent. of the current issued share capital of Darty all of which may
      count towards the satisfaction of the Acceptance Condition. No acceptances have been
      received from Darty Shareholders acting in concert with Conforama.


3     Next Closing Date
      
      In accordance with the terms of the Co-Operation Agreement entered into between
      Conforama and Darty on 18 March 2016, Conforama has undertaken to keep its offer open
      until 10 June 2016 provided that the board of Darty has not withdrawn its unanimous and
      unconditional recommendation.
      Accordingly, the Offer, which remains subject to the terms and conditions set out or referred to
      in the Offer Document and in the announcement on 21 April 2016 by Conforama of the Final
      Offer, is being extended and will remain open for acceptances until 1.00 p.m. (London time) on
      9 May 2016. If, by 1.00 p.m. on 9 May 2016, the board of Darty has recommended the Fnac
      Offer, or has withdrawn its recommendation of the Offer and Conforama has not received
      acceptances in respect of at least 70 per cent. of the Darty shares, the Offer could lapse.
      In addition, Conforama expects shortly to publish a revised offer document setting out the
      terms and conditions of the Final Offer (the "Final Offer Document"). As required under the
      Code, the Final Offer will be open for acceptances for a minimum of 14 days from the time
      that it is made, when it could lapse if the board of Darty has recommended the Fnac Offer, or
      has withdrawn its recommendation of the Offer and Conforama has not received acceptances
      in respect of at least 70 per cent. of the Darty shares by that time.


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)

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
Final 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 Final 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 Final 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 Final 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 Final Offer or
otherwise, nor shall there be any sale, issuance or transfer of securities by Darty or Conforama
pursuant to the Final Offer in any jurisdiction in contravention of applicable laws. The Final Offer will
be effected solely through the Final Offer Document, which will contain the full terms and conditions
of the Final Offer, including details of how to accept the Final Offer. Darty and Conforama urge Darty
Shareholders to read the Final 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 Final 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.

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.

Any further extensions of the Final 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 Final Offer was otherwise due to
expire, or such later date or time as the Panel may agree.

Investec Bank plc, who indirectly holds 3,050 Darty Shares representing 0.0005 per cent of the issued
ordinary share capital of Darty, is no longer acting or deemed to be acting in concert with Conforama.

Save as set out in the Offer Document and in this announcement, 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.

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 Offer Document.

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 Final 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 Final Offer will not be
capable of acceptance from or within a Restricted Jurisdiction. Accordingly, copies of this
announcement and all documentation relating to the Final 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 Final 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 Final Offer.

The availability of the Final 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 Final Offer
Document.

Important information for Darty Shareholders resident in the United States

The Final 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 Final
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 Final 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 Final 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 Final 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 Final 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 FINAL
OFFER. CONFORAMA WILL BE MAKING THE FINAL OFFER ONLY BY, AND PURSUANT TO THE TERMS
OF, THE FINAL OFFER DOCUMENT. THE FINAL OFFER IS NOT BEING MADE IN ANY JURISDICTION IN
WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE
SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS NEITHER
AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES, AND SHALL NOT
CONSTITUTE AN OFFER, SOLICITATION OR SALE, IN ANY JURISDICTION IN WHICH SUCH OFFER,
SOLICITATION OR SALE IS UNLAWFUL.

Forward looking statements

This announcement, any oral statements made by Conforama or Darty in relation to the Final 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 Final 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 Final 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 Final 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 Final 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 29 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 (£860 million) is based
     on 537,485,315 Darty Shares.

Date: 03/05/2016 08:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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