Fnac Darty and Ruby Successfully Reach 91.1% of the Share Capital
of Unieuro, Which Will be Delisted
PRESS RELEASE
Ivry-sur-Seine, France — November 8, 2024, 19h15 CEST
THE RELEASE, PUBLICATION OR DISTRIBUTION OF THIS
PRESS RELEASE IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IS NOT
PERMITTED IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA,
CANADA, JAPAN OR ANY OTHER COUNTRY WHERE SUCH COMMUNICATION WOULD
VIOLATE THE RELEVANT APPLICABLE REGULATION
END OF THE REOPENING OF THE TENDER PERIOD
FOR THE VOLUNTARY MIXED PUBLIC TENDER OFFER FOR ALL THE SHARES OF
UNIEURO
FNAC DARTY AND RUBY SUCCESSFULLY REACH
91.1% OF THE SHARE CAPITAL OF UNIEURO, WHICH WILL BE
DELISTED
-
Preliminary results of the Reopening of the Tender Period:
19.6% of Unieuro’s share capital tendered, which cumulated to the
71.5% already owned by Offerors, represents 91.1% of Unieuro’s
share capital
-
The requirements for the fulfillment of the Obligation to
Purchase under Art. 108, Par. 2, of the CFA have been met and
Unieuro will be delisted from Euronext Milan
-
The Payment Date of the Reopening of the Tender Period will
take place on 15 November 2024
Enrique Martinez, Chief Executive
Officer of Fnac Darty, stated: “Fnac Darty is proud to
have gathered 91.1% of Unieuro's share capital at the end of the
reopening of the tender period. The sell-out procedure can now be
initiated and will lead to the delisting of Unieuro. This strong
success reinforces our conviction that our ambition to build a
leader in specialized retail in Europe is shared. While waiting for
regulatory approvals, which I expect to come within a few weeks, we
look forward to working alongside Unieuro's teams to ensure a
smooth integration, and thus create value for all our shareholders,
partners and customers."
NOTICE PURSUANT TO ARTICLE 36 OF THE REGULATION
ADOPTED BY CONSOB BY RESOLUTION NO. 11971 OF MAY 14, 1999, AS
SUBSEQUENTLY INTEGRATED AND AMENDED (THE “ISSUERS’
REGULATION”).
With reference to the voluntary public tender
and exchange offer (the “Offer”) pursuant to Articles 102 and 106,
paragraph 4, of the Italian Legislative Decree no. 58 of February
24, 1998, as subsequently integrated and amended (the “CFA”),
launched by Fnac Darty SA (“Fnac Darty”) and RUBY Equity Investment
S.à r.l. (“Ruby” and together with Fnac Darty, the “Offerors”) for
all of the ordinary shares of Unieuro S.p.A. (“Unieuro” or the
“Issuer”) not already held by the Offerors, including the treasury
shares directly or indirectly held, from time to time, by Unieuro,
the Offerors announce that the Reopening of the Tender Period has
ended on the date hereof.
All terms not defined in this press release
shall have the same meaning given to them in the offer document,
approved by Consob with resolution no. 23231 of 23 August 2024, and
published on 24 August 2024 (the “Offer Document”) among others, on
the website of Unieuro (www.unieurospa.com) and on the website of
Fnac Darty (www.fnacdarty.com).
PRELIMINARY RESULTS OF THE REOPENING OF
THE TENDER PERIOD
Based on the preliminary results communicated by
Intesa Sanpaolo S.p.A., in its capacity as Intermediary Responsible
for Coordinating the Collection of Tenders, during the Reopening of
the Tender Period, which ended on the date hereof, no. 4,095,741
ordinary shares of Unieuro were tendered in the Offer. Such
tendered shares represent (i) 19.6% of the share capital of the
Issuer and (ii) 20.5% of the Shares Subject to the Offer.
The Offerors did not purchase any Unieuro Shares
outside the Offer during the period between the Date of the Offer
Document and today’s date.
It should be noted that, as indicated in the
notice on the final results of the Tender Period published on 29
October 2024, at the Payment Date of the Tender Period, taking into
account the Unieuro Shares tendered in the Offer during the Tender
Period and the Unieuro Shares already held by Fnac Darty before the
start of the Tender Period, the Offerors, jointly considered, had
come to hold a total of no. 14,904,062 ordinary shares of Unieuro,
equal to 71.5% of its share capital.
Therefore, taking into account (i) the no.
4,095,741 ordinary shares of Unieuro tendered in the Offer during
the Reopening of the Tender Period according to the preliminary
results indicated above (if confirmed) and (ii) the no. 14,904,062
Unieuro Shares already held by the Offerors prior to the beginning
of the Reopening of the Tender Period, the Offerors, jointly
considered, would come to hold a total of no. 18,999,803 ordinary
shares of Unieuro, equal to 91.1% of the share capital of the
Issuer. Including the no. 70,004 Treasury Shares held by the Issuer
as of today’s date, the total stake held in the share capital of
Unieuro by the Offerors, directly and, as regards the Treasury
Shares, indirectly, at the end of the Reopening of the Tender
Period will consist of no. 19,069,807 shares, representing 91.5% of
the Issuer’s share capital.
OBLIGATIONS FOLLOWING THE REOPENING OF
THE TENDER PERIOD
On the payment date of the Reopening of Tender
Period (i.e. 15 November 2024), the Offerors will purchase, as for
the Cash Portion of the Consideration, and exchange, as for the
Share Portion of the Consideration, all the Unieuro Shares tendered
in the Offer during the Reopening of Tender Period. The payment of
the Consideration for each Unieuro Share tendered in the Offer
during the Reopening of the Tender Period, in the form of both the
Share Portion and the Cash Portion, will occur against the
simultaneous transfer of the ownership of such shares to the
Offerors.
Considering that the Offerors, following the
completion of the Reopening of the Tender Period, on the basis of
the preliminary results thereof (if confirmed), have reached,
directly and indirectly (as to the Treasury Shares, which - for the
purpose of calculating the thresholds provided for by Article 108,
Paragraph 2, of CFA and Articles 108, Paragraph 1, and 111 of CFA -
shall be added to the Offerors’ shareholding (numerator) without
being deducted from the Issuer’s share capital (denominator)), a
shareholding above 90% of the Issuer’s share capital, the Offerors
announce that the legal requirements for the fulfillment of the
Obligation to Purchase under Art. 108, Par. 2, of the CFA have been
met.
Therefore, following the possible confirmation
of such results, the Offerors - as stated in the Offer Document -
will not restore a free float sufficient to ensure the regular
trading of Unieuro Shares and will fulfill the Obligation to
Purchase under Art. 108, Par. 2, of the CFA in relation to the
remaining no. 1,849,705 Unieuro Shares, equal to approximately 8.9%
of the Issuer’s share capital. It is reminded that the remaining
shareholders of Unieuro will be entitled to request the Full Cash
Alternative Consideration pursuant to Article 108, Paragraph 5 of
the CFA.
The notice that will be issued by the Offerors
by 14 November 2024 pursuant to Article 41, Paragraph 6, of the
Issuers’ Regulation in order to announce the final results of the
Reopening of the Tender Period will also provide information on the
fulfillment of the Obligation to Purchase under Art. 108, Par. 2,
of the CFA and the resulting Delisting.
*****
Legal Disclaimer
The Offer is being launched exclusively in
Italy and will be made on a non-discriminatory basis and on equal
terms to all holders of Unieuro shares, as set out in the notice
published pursuant to Article 102 of Italian Legislative Decree No.
58 of February 24, 1998 and as further described in the Offer
Document that will be published in accordance with the applicable
regulations.
The Offer has not been and will not be made
in the United States of America (including its territories and
possessions, any state of the United States of America and the
District of Columbia) (the “United States”), Canada, Japan,
Australia and any other jurisdictions where making the Offer or
tendering therein would not be in compliance with the securities or
other laws or regulations of such jurisdiction or would require any
registration, approval or filing with any regulatory authority
(such jurisdictions, including the United States, Canada, Japan and
Australia, the "Excluded Countries"), by using national or
international instruments of communication or commerce of the
Excluded Countries (including, by way of illustration, the postal
network, fax, telex, e-mail, telephone and internet), through any
structure of any of the Excluded Countries’ financial
intermediaries or in any other way. No actions have been taken or
will be taken to make the Offer possible in any of the Excluded
Countries.
Copies, full or partial, of any documents
relating to the Offer, including this press release, are not and
should not be sent, or in any way transmitted, or otherwise
distributed, directly or indirectly, in the Excluded Countries. Any
person receiving any such documents shall not distribute, send or
dispatch them (whether by post or by any other mean or device of
communication or international commerce) in the Excluded Countries.
Any document relating to the Offer, including this press release,
do not constitute and shall not be construed as an offer of
financial instruments addressed to persons domiciled and/or
resident in the Excluded Countries. No securities may be offered or
sold in the Excluded Countries without specific authorization in
accordance with the applicable provisions of the local law of the
Excluded Countries or a waiver thereof.
This press release is not an offer to sell
or a solicitation of offers to purchase or subscribe for
shares.
This press release and the information
contained herein are not for distribution in or into the United
States. This press release does not constitute, or form part of, an
offer to sell, or a solicitation of an offer to purchase, any
securities in the United States. The securities of Fnac Darty have
not been and will not be registered under the U.S. Securities Act
and may not be offered or sold within the United States absent
registration or an applicable exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act. There is no intention to register any securities referred to
herein in the United States or to make a public offering of the
securities in the United States.
About Fnac Darty
Operating in 13 countries, Fnac Darty is a
European leader in the retail of entertainment and leisure
products, consumer electronics and domestic appliances. The Group,
which has almost 25,000 employees, has a multi-format network of
more than 1,000 stores at the end of December 2023, and is ranked
as a major e-commerce player in France (more than 27 million unique
visitors per month on average) with its three merchant sites,
fnac.com, darty.com and natureetdecouvertes.com. A leading
omnichannel player, Fnac Darty’s revenue was around €8 billion in
2023, 22% of which was realized online. For more information:
www.fnacdarty.com
CONTACTS
ANALYSTS/INVESTORS
Domitille Vielle – Head of Investor Relations –
domitille.vielle@fnacdarty.com – +33 (0)6 03 86 05 02
Laura Parisot – Investor Relations Manager –
laura.parisot@fnacdarty.com – +33 (0)6 64 74 27 18
PRESS
Marianne Hervé – mherve@image7.fr – +33 (0)6 23
83 59 29
- 20241108_PR Reopening of the Tender Period - Preliminary
Results FOR RELEASE
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