TIDMDRTY
RNS Number : 3747F
Darty PLC
11 November 2015
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 OR REGULATIONS OF THAT
JURISDICTION.
THIS IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER
UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS ("THE
CODE") AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE
MADE.
Darty plc announces extension of PUSU deadline to 20 November
2015
On 6 November, the Boards of Groupe Fnac S.A. ("Fnac") and Darty
plc ("Darty") announced that they had reached agreement on the key
terms of a possible recommended pre-conditional offer to be made by
Fnac for the entire issued and to be issued share capital of Darty
(the "Offer"). That announcement stated that a number of
pre-conditions were required to be satisfied ahead of a firm Offer
announcement, as follows:
a) confirmation from the Board of Darty that it intends to
unanimously recommend such firm Offer, and the execution of
irrevocable undertakings to vote in favour of the transaction from
members of the Darty Board, in a form acceptable to Fnac;
b) satisfactory completion of reciprocal due diligence;
c) finalisation of a satisfactory co-operation agreement; and
d) final approval by the Board of Fnac.
Since the announcement made on 6 November, good progress has
been made but in order to complete the outstanding work required
for these pre-conditions to be satisfied or waived, the Board of
Darty has requested that the Panel of Takeovers and Mergers (the
"Panel") extends the relevant PUSU deadline. In the light of this
request, an extension has been granted by the Panel and in
accordance with Rule 2.6(a) of the Code Fnac must, by not later
than 5.00 pm on 20 November 2015, either announce a firm intention
to make an offer for Darty in accordance with Rule 2.7 of the Code
or announce that it does not intend to make an offer for Darty, in
which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies. This deadline will only be extended
with the consent of the Panel in accordance with Rule 2.6(c) of the
Code.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available at www.dartygroup.com.
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
A further announcement will be made in due course.
ENQUIRIES:
Darty:
--------------------------------------- -------------------
Simon Ward Tel: 020 7269 1411
--------------------------------------- -------------------
Lazard & Co., Limited (Darty financial Tel: 020 7187 2000
adviser) / +33 1 4413 0111
William Rucker
Matthieu Pigasse
Alexandra Soto
Nicolas Constant
--------------------------------------- -------------------
Morgan Stanley (Darty financial Tel: 020 7425 8000
adviser)
Ian Hart
Yves Ayache
Xavier Mayer
--------------------------------------- -------------------
UBS Investment Bank (Darty financial Tel: 020 7567 8000
adviser and corporate broker)
--------------------------------------- -------------------
Craig Calvert
Sandip Dhillon
--------------------------------------- -------------------
Finsbury Tel: 020 7251 3801
Rollo Head
Jenny Davey
--------------------------------------- -------------------
About Darty plc
Darty group is a leading multi-channel service led electrical
retailer operating 400 stores in three European countries. It
generated an annual turnover of over EUR3.5 billion in 2014/15
through operations in Darty and Mistergooddeal.com in France,
Vanden Borre in Belgium and BCC in the Netherlands. Its ordinary
shares are listed with the UK Listing Authority and trade on the
market for listed securities on the London Stock Exchange under the
symbol DRTY.L. It is also listed on the NYSE Euronext Paris.
For further information, please visit the company's website,
www.dartygroup.com.
Important Notices
Certain statements made in this announcement are forward looking
statements. Such statements are based on current expectations and
are subject to a number of risks and uncertainties that could cause
actual results to differ materially from any expected future
results in forward looking statements. Unless otherwise required by
applicable laws, regulations or accounting standards, Darty plc
does not undertake any obligation to update or revise any forward
looking statements, whether as a result of new information, future
developments or otherwise.
Neither this announcement nor any copy of it may be taken or
transmitted directly or indirectly into any jurisdiction where to
do so would constitute a violation of the relevant laws or
regulations of that jurisdiction. Any failure to comply with this
restriction may constitute a violation of relevant securities laws.
The distribution of this announcement may be restricted by law and
persons into whose possession this announcement or other
information referred to herein comes should inform themselves
about, and observe, any such restrictions.
This announcement is not intended to, and does not, constitute,
represent or form part of any offer, invitation or solicitation of
an offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities whether pursuant to this
announcement or otherwise.
This announcement is not an offer of securities in the United
States.
The securities to which this announcement relates have not been
and will not be registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act") or with any regulating authority
or under any applicable securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold
within the United States unless registered under the Securities Act
or pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the Securities Act and in
compliance with applicable state law. The securities mentioned
herein are expected to be issued in reliance upon the exemption
from the registration requirements of the Securities Act provided
by Section 3(a)(10) thereunder.
Rule 2.10
In accordance with Rule 2.10 of the Code, Darty confirms that as
at the date of this announcement, it has in issue 529,553,216
ordinary shares of 0.30 euros each. The International Securities
Identification Number (ISIN) of the shares is GB0033040113.
Disclosure requirements of the Takeover 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. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
This information is provided by RNS
The company news service from the London Stock Exchange
END
(MORE TO FOLLOW) Dow Jones Newswires
November 11, 2015 07:45 ET (12:45 GMT)
Grafico Azioni Kesa Electricals (LSE:KESA)
Storico
Da Mag 2024 a Giu 2024
Grafico Azioni Kesa Electricals (LSE:KESA)
Storico
Da Giu 2023 a Giu 2024
