95% of Unieuro’s share capital exceed
PRESS RELEASE
Ivry-sur-Seine, France — December 6, 2024, 6:30
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
95% OF UNIEURO’S SHARE CAPITAL
EXCEED
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, as well as
-
the consequent Procedure to Comply with the Obligation to Purchase
under Art. 108, Par. 2, of the CFA,
the Offerors hereby announce that, as a result
of the Requests for Sale submitted as of today in the context of
the Procedure to Comply with the Obligation to Purchase under Art.
108, Par. 2, of the CFA as well as of the Unieuro Shares purchased
on the market as of today by Fnac Darty V SAS (“HoldCo”), as a
Person Acting in Concert with the Offerors for the purpose of the
Offer, the threshold of 95% of the share capital of Unieuro has
been exceeded.
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 (i) the notice
published on 12 November 2024 concerning the final results of the
Reopening of the Tender Period (the “Notice of 12 November 2024”),
(ii) 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”) and (iii) the notice published on
December 5, 2024 concerning the extension of the Period for the
Submission of the Requests for Sale for additional no. 3 Trading
Days (the “Notice of 5 December 2024”).
Based on the information available as of today,
in the context of the Procedure to Comply with the Obligation to
Purchase under Art. 108, Par. 2, of the CFA, additional no. 373,821
Unieuro Shares (equal to 1.79% of the share capital of Unieuro)
have been tendered in the Offer. Therefore, taking into account the
Unieuro Shares already held by the Offerors and HoldCo as of today
and the treasury shares owned by Unieuro, the Offerors, jointly
with HoldCo, will come to hold 95.45% of the share capital of
Unieuro. In light of the above, the requirements for the exercise
of the Right to Squeeze-out pursuant to Article 111 of the CFA and
for the fulfilment of the Obligation to Purchase under Art.108,
par.1, of the CFA have been met.
Following the conclusion of the Extended Period
for the Submission of the Requests for Sale, which will end on 11
December 2024, and whose payment date will be 18 December 2024, the
Offerors will implement the Joint Procedure in connection with any
further remaining Shares, other than those already held by the
Offerors and HoldCo, still outstanding on the New Payment Date of
the Obligation to Purchase under Art. 108, Par. 2, of the CFA. The
terms of the Joint Procedure will be agreed with Consob and Borsa
Italiana pursuant to Article 50-quinquies, paragraph 1,
second sentence of the Issuers’ Regulation and which will entail
the transfer to the Offerors of the ownership of such further
remaining Shares.
For further information on the Procedure to
Comply with the Obligation to Purchase under Art. 108, Par. 2, of
the CFA, as well as on the Joint Procedure, please refer to the
Notice of 12 November 2024, the Notice of 15 November 2024 and the
Notice of 5 December 2024. In accordance with the applicable
regulations, the Offerors will issue a notice on the preliminary
results of the Procedure to Comply with the Obligation to Purchase
under Art. 108, Par. 2, of the CFA, whereby they will provide
information on: (i) the number of Shares targeted by the Joint
Procedure; (ii) the terms and timing of the Joint Procedure; and
(iii) the procedure and the timing for the delisting of Unieuro.
Such information shall then be confirmed in the notice on the final
results of the Procedure to Comply with the Obligation to Purchase
under Art. 108, Par. 2, of the CFA, which will be issued by 7:29
a.m. on 17 December 2024.
*****
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
Fnac Darty (EU:FNAC)
Gráfica de Acción Histórica
De Nov 2024 a Dic 2024
Fnac Darty (EU:FNAC)
Gráfica de Acción Histórica
De Dic 2023 a Dic 2024
