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Lapse Of The Final Offer And Level Of Acceptances At Fifth Closing Date
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.)
LAPSE OF THE FINAL OFFER AND LEVEL OF ACCEPTANCES AT FIFTH CLOSING DATE
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
1 June 2016
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 announced on 26 April 2016 and as set out in its offer document dated 18 May 2016 (the
"Fnac Offer").
Conforama further notes that the board of Darty announced on 31 May 2016 its unanimous
recommendation to Darty shareholders to accept the Fnac Offer.
2 Lapse of Final Offer
The Co-Operation Agreement entered into between Conforama and Darty on 18 March 2016
requires Conforama to keep the Final Offer open until 10 June 2016 provided that the board of
Darty has not withdrawn its recommendation. Accordingly, Conforama confirms that it will not
extend the Final Offer and announces today that the Final Offer has lapsed and is no longer
capable of acceptance.
With the consent of the Takeover Panel and Darty, Conforama will not publish a revised offer
document setting out the terms and conditions of the Final Offer. Share certificate(s) and/or
other document(s) of title of Darty shareholders received by Computershare Investor Services
plc, in its capacity as receiving agent for the purposes of the Final Offer, will be returned by
post to such shareholders within 14 days of the date of this announcement.
3 Levels of acceptances and disclosure of interests in relevant securities at Fifth Closing Date
As of the close of business on 31 May 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 31 May 2016 (being the Fifth Closing Date), Conforama had
received valid acceptances of the Offer in respect of 4,035,818 Darty Shares representing
approximately 0.76 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 112,061,060 Darty Shares, representing
approximately 21.16 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.
This announcement has been made with the consent of the Takeover Panel and Darty and will
be made available on the website of Steinhoff, http://www.steinhoffinternational.com, in
accordance with Rule 26.1(b) of the City Code on Takeovers and Mergers.
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.
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.
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 31 May 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: 01/06/2016 08:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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