FNAC Fnac Darty SA

Voluntary Public Tender and Exchange Offer for all the shares of Unieuro - Extension of the period for the submission of the requests for sale until 11 december 2024

PRESS RELEASE
Ivry-sur-Seine, France — December 5, 2024, 10:30 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

EXTENSION OF THE PERIOD FOR THE SUBMISSION OF THE REQUESTS FOR SALE UNTIL 11 DECEMBER 2024

Reference is made 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, as well as to the consequent Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA.

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 November 2024 concerning the final results of the Reopening of the Tender Period (the “Notice of 12 November 2024”) and in the notice published on 15 November 2024 whereby supplemental information on the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA was provided (the “Notice of 15 November 2024”).

In order to allow holders of Remaining Shares to benefit from a longer period for the submission of Requests for Sale, the Offerors hereby announce, pursuant to Articles 36, 43 and 50-quinquies, paragraph 2 of Issuers’ Regulation, to have agreed with Borsa Italiana, according to Article 50-quinquies, paragraph 1 of Issuers’ Regulation, upon the extension of the Period for the Submission of the Requests for Sale for additional no. 3 Trading Days. Therefore:

• the Period for the Submission of the Requests for Sale (the end of which was initially scheduled for 6 December 2024) will end at 5:30 p.m. on 11 December 2024 (the “Extended Period for the Submission of the Requests for Sale”); and
• the payment of the consideration for the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA in respect of the Remaining Shares tendered during the Extended Period for the Submission of the Requests for Sale, against the simultaneous transfer to the Offerors of the ownership of such Remaining Shares, will take place on 18 December 2024, i.e. on the fifth Trading Day following the end of the Extended Period for the Submission of the Requests for Sale (the “New Payment Date of the Obligation to Purchase under Art. 108, Par. 2, of the CFA”). The payment of the consideration for the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA was originally scheduled for 13 December 2024.

Therefore, in light of the foregoing, 11 December 2024 will be the last day for submitting the Requests for Sale.

All other terms and conditions of the Offer and the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA, as described in the Offer Document as well as in the Notice of 12 November 2024 and the Notice of 15 November 2024, remain unchanged.

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Legal Disclaimer

The Offer and the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA 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 and the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA 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 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, 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, 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

Attachment

• 20241205_PR_Extension of the sell-out period (ENG)