Fnac Darty: Final results and Terms of settlement of the joint
procedure
PRESS RELEASE
Ivry-sur-Seine, France — January 3, 2025, 2.00 pm 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
VOLUNTARY PUBLIC TENDER AND EXCHANGE
OFFER FOR ALL THE SHARES OF UNIEURO
FINAL RESULTS OF THE JOINT
PROCEDURE
TERMS OF SETTLEMENT OF THE JOINT
PROCEDURE
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 joint procedure for the
exercise of the right to squeeze-out pursuant to Article 111 of
Legislative Decree No. 58 of 24 February 1998, as subsequently
amended (the “CFA”) and the fulfilment of the obligation to
purchase under Article 108, Paragraph 1, of the CFA (the “Joint
Procedure”) commenced by Fnac Darty SA (“Fnac Darty”) and RUBY
Equity Investment S.a r.l. (“Ruby” and, together with Fnac Darty,
the “Offerors”) on 19 December 2024 for the 687,663 outstanding
ordinary shares of Unieuro S.p.A. (“Unieuro” or the “Issuer”),
excluding the treasury shares held by Unieuro, not held by the
Offerors and Fnac Darty V SAS (as Person Acting in Concert with the
Offerors for the purpose of the Offer) following the completion of
the Procedure to Comply with the Obligation to Purchase under Art.
108, Par. 2, of the CFA ( the “Further Remaining Shares”), further
to the press release concerning the preliminary results of the
Joint Procedure issued on 30 December 2024, the Offerors announce
the following.
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), as well as in the notice published
on 12 December 2024 concerning the final results of the Procedure
to Comply with the Obligation to Purchase under Art. 108, Par. 2,
of the CFA and information on the terms and conditions of the Joint
Procedure (the “Notice of 12 December 2024”).
The Joint Procedure carried out by the Offerors
targeted the 687,663 Further Remaining Shares, equal to 3.30% of
the share capital of the Issuer. The period during which the
holders of the Further Remaining Shares were able to exercise their
right to choose the type of the Consideration for the Joint
Procedure pursuant to Article 108, Paragraph 5 and Article 111,
Paragraph 2 of the CFA, namely between the Consideration for the
Offer and the Full Cash Alternative Consideration, began on 19
December 2024 and ended on 30 December 2024 (the “Period of the
Joint Procedure”).
FINAL RESULTS OF JOINT
PROCEDURE
Based on the final results communicated by
Intesa Sanpaolo S.p.A., in its capacity as Intermediary Responsible
for Coordinating the Collection of Tenders, in the context of the
Joint Procedure, Requests for Sale Concerning the Joint Procedure
were submitted for no. 139,558 Further Remaining Shares. Such
Further Remaining Shares represent: (i) 0.67% of the share capital
of the Issuer, and (ii) 20.29% of the Further Remaining Shares
subject of the Joint Procedure.
These final results are the same as the
preliminary results of the Joint Procedure announced on 30 December
2024.
In connection with the 139,558 Further Remaining
Shares for which Requests for Sale Concerning the Joint Procedure
were submitted in the context of the Joint Procedure:
(i) the
Consideration for the Offer (namely, for each Unieuro Share, Euro
9.00, as Cash Portion, and no. 0.1 newly issued Fnac Darty shares,
as Share Portion) will be paid to the holders of no. 124,481
Further Remaining Shares (representing 89.20% of the shares
tendered during the Period of the Joint Procedure); and
(ii) the Full Cash
Alternative Consideration (namely, 11.67208 Euro per each Unieuro
Share) will be paid to the holders of no. 15,077 Further Remaining
Shares (representing 10.80% of the shares tendered during the
Period of the Joint Procedure).
For the remaining no. 548,105 Further Remaining
Shares, the relevant shareholders (the “Non-Requesting
Shareholders”) did not submit any Requests for Sale Concerning the
Joint Procedure and therefore on the Payment Date of the Joint
Procedure they will receive only the Consideration for the Offer
(namely, for each Unieuro Share, Euro 9.00, as Cash Portion, and
no. 0.1 newly issued Fnac Darty shares, as Share Portion).
Please note, for the sake of clarity, that any
holder of Further Remaining Shares that submitted a Request for
Sale Concerning the Joint Procedure only for a portion of its
Further Remaining Shares will be deemed a Requesting Shareholder
with reference to the Further Remaining Shares for which it
submitted such request and a Non-Requesting Shareholder with
reference to the Further Remaining Shares for which it did not
submit a Request for Sale Concerning the Joint Procedure.
In order to deliver the Consideration for the
Offer to the Requesting Shareholders as well as to the
Non-Requesting Shareholders, Fnac Darty, in execution of the Offer
Capital Increase, will issue no. 67,260 Fnac Darty shares,
representing 0.23% of the share capital of the Fnac Darty following
such issuance, as of the Payment Date of the Joint Procedure.
Following such issuance, the subscribed and paid-up share capital
of Fnac Darty will be represented by 29,682,146 ordinary shares.
The aggregate amount of the Cash Portion due to the Requesting
Shareholders and the Non-Requesting Shareholders is equal to Euro
6,053,280.75, while the aggregate amount of the Full Cash
Alternative Consideration due to the Requesting Shareholders that
so requested in their Requests for Sale Concerning the Joint
Procedure is equal to Euro 175,979.95.
Pursuant to Article 111 of the CFA, the Joint
Procedure will result in the transfer to the Offerors of the
ownership of each of the Further Remaining Shares, including, for
the sake of clarity, the above-mentioned no. 548,105 Further
Remaining Shares for which no Request for Sale Concerning the Joint
Procedure was submitted.
SETTLEMENT OF THE JOINT PROCEDURE
The settlement of the Joint Procedure,
consisting in the transfer to the Offerors of the ownership of all
the Further Remaining Shares (including, for the sake of clarity,
the no. 548,105 Further Remaining Shares for which no Request for
Sale Concerning the Joint Procedure was submitted, and excluding
the treasury shares held by Unieuro) and the payment to the
shareholders of Unieuro of the Consideration for the Joint
Procedure will occur on the Payment Date of the Joint Procedure,
i.e. on 8 January 2025, being the fifth Trading Day following the
end of the Period of the Joint Procedure.
In particular, on the Payment Date of the Joint Procedure:
(i) the Share
Portion due to the Requesting Shareholders will be paid through the
transfer of the Fnac Darty shares due in the securities accounts at
the Responsible Intermediaries or the Depositary Intermediaries
owned by the Requesting Shareholders;
(ii) the Cash
Portion and the Full Cash Alternative Consideration due to the
Requesting Shareholders will be paid through the transfer of the
relevant amount to the Responsible Intermediaries, which shall
transfer the funds to the Depositary intermediaries, which in turn
shall credit such funds to the Requesting Shareholders in
accordance with the instructions issued by the Requesting
Shareholders (or their representatives) in the Requests for Sale
Concerning the Joint Procedure,
all in compliance with the procedures set forth
in the Requests for Sale Concerning the Joint Procedure.
No interest will be paid by the Offerors or any
other person on the Cash Portion and on the Full Cash Alternative
Consideration.
With respect to the remaining no. 548,105
Further Remaining Shares for which no Requests for Sale Concerning
the Joint Procedure have been submitted (excluding the treasury
shares held by Unieuro), pursuant to Article 111, Paragraph 3, of
the CFA, on the Payment Date of the Joint Procedure, the Offerors
will notify Unieuro that:
(i) irrevocable
instructions were given by Fnac Darty (a) to Euroclear France,
through Uptevia SA, for the creation of the no. 54,811 Fnac Darty
shares necessary for the payment of the Share Portion due to
Non-Requesting Shareholders and (b) to the Intermediary Responsible
for Coordinating the Collection of Tenders to make such Fnac Darty
shares available to Non-Requesting Shareholders at the centralized
clearing system at Monte Titoli S.p.A. for collection through the
relevant Depositary Intermediaries members of Monte Titoli S.p.A.
as well as
(ii) the total
amount required for the payment of the Cash Portion to the
Non-Requesting Shareholders has been deposited on restricted bank
accounts opened by the Offerors with the Intermediary Responsible
for Coordinating the Collection of Tenders.
Once such notification is made, the transfer of
title of all the Further Remaining Shares to the Offerors will be
effective and will thus be recorded on the Issuer’s shareholders
ledger.
Any Fractional Parts due to the holders of
Further Remaining Shares will be aggregated and sold by the
Intermediary Responsible for Coordinating the Collection of Tenders
and the resulting Cash Amount of Fractional Part will subsequently
be distributed to the relevant holders of Further Remaining Shares,
in compliance with the terms and according to the timing described
in the Notice of 12 December 2024.
The obligation of the Offerors to pay the
Consideration for the Joint Procedure will be deemed fulfilled when
the exact number of Fnac Darty shares due as Share Portion and the
exact Cash Amount of the Fractional Part (if any) as well as the
exact amount of the Cash Portion, or, if the Full Cash Alternative
Consideration was requested or due, the exact amount of the Full
Cash Alternative Consideration will be transferred to the
Responsible Intermediaries or the Depositary Intermediaries, as the
case may be. The Requesting Shareholders and the Non-Requesting
Shareholders will bear the risk that the Responsible Intermediaries
or the Depositary Intermediaries will not transfer them the Fnac
Darty shares due as Share Portion, the Cash Amount of the
Fractional Part (if any), the Cash Portion or the Full Cash
Alternative Consideration due to them, or delay such transfer.
The Consideration for the Joint Procedure is
intended to be net of any Italian stamp duty, registration tax or
financial transaction tax, to the extent due, and of fees,
commissions and expenses, which will be borne by the Offerors,
while any income, withholding or substitute tax on capital gains,
if due, will be borne by the holders of the Further Remaining
Shares.
The holders of Further Remaining Shares will not
incur any cost or fee for the delivery of the Fnac Darty shares due
as Share Portion (and the payment of the related Cash Amount of the
Fractional Part, if any) and the payment of the Cash Portion or the
payment of the Full Cash Alternative Consideration, as
applicable.
DELISTING OF UNIEURO SHARES
By means of decision no. 9031 issued on 13
December 2024, Borsa Italiana S.p.A. ordered the delisting of the
Issuer’s shares from the Euronext STAR Milan organized and managed
by Borsa Italiana S.p.A. as from 8 January 2025, after suspending
the trading of Unieuro shares during the sessions of 6 and 7
January 2025.
*****
Legal Disclaimer
The Offer, the Procedure to Comply with the
Obligation to Purchase under Art. 108, Par. 2, of the CFA and the
Joint Procedure are 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
published in accordance with the applicable regulations.
The Offer, the Procedure to Comply with the
Obligation to Purchase under Art. 108, Par. 2, of the CFA and the
Joint Procedure have 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 them 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
and/or the Procedure to Comply with the Obligation to Purchase
under Art. 108, Par. 2, of the CFA and/or the Joint Procedure
possible in any of the Excluded Countries.
Copies, full or partial, of any documents
relating to the Offer and/or the Procedure to Comply with the
Obligation to Purchase under Art. 108, Par. 2, of the CFA and/or
the Joint Procedure, 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 and/or the Procedure to Comply
with the Obligation to Purchase under Art. 108, Par. 2, of the CFA
and/or the Joint Procedure, 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
- 20250103_PR Final Results of the Joint Procedure
(ENG)_final
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