Takeover Offers
RECOMMENDED CASH OFFER
by
Conforama Investissement 2 SAS (“Conforama”)
for
DARTY PLC (“DARTY”)
(Incorporated and registered in England and Wales with registered number: 04232413)
Notice is hereby given in accordance with section 978(1) )(c)(ii) Companies Act 2006 that:
(a) by means of a formal offer document dated and published on 11 April 2016 (the “Offer Document”) and by means of this notice, Conforama, a wholly owned subsidiary of Steinhoff International Holdings N.V. (“Steinhoff”) is making a recommended offer (the “Offer”) to acquire the entire issued and to be issued ordinary share capital of Darty; and
(b) copies of the Offer Document containing the Offer and the Form of Acceptance are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Darty’s website at http://dartygroup.com/ and on Steinhoff’s website at http://www.steinhoffinternational.com/.
The Offer
Holders of ordinary shares of thirty euro cent each (“Darty Shares”) in the capital of Darty (“Darty Shareholders”) who accept the Offer will receive 125 pence in cash for each Darty Share (the “Offer Price”). The Offer values all of the entire issued and to be issued share capital of Darty at approximately £673 million (assuming the exercise of all outstanding options which carry an exercise price of less than the Offer Price).
Darty Shares will be acquired under the Offer fully paid and free from all liens, equities, charges, equitable interests, encumbrances, rights of pre-emption and other third party rights and/or interests of any nature whatsoever and together with all rights attaching to them on or after 11 April 2016 including the right to receive and retain all dividends, interest and other distributions declared, paid or made in respect of the share capital of Darty on or after 11 April 2016.
The full terms and conditions of the Offer (including details of how the Offer may be accepted) are set out in the Offer Document and, in relation to Darty Shares held in certificated form, the related Form of Acceptance. Darty Shareholders who accept the Offer may rely only on the Offer Document and, where they hold Darty Shares in certificated form, the Form of Acceptance for all the terms and conditions of the Offer.
The Offer is, by means of this advertisement, being extended to all persons to whom the Offer Document may not be despatched, who hold, or who are entitled to have allotted or issued to them, Darty Shares. Such persons are informed that copies of the Offer Document and Form of Acceptance are available for collection (during normal business hours) from Computershare Corporate Actions Projects, Bristol BS99 6AH, telephone 0370 707 1102 from within the UK or on +44 370 707 1102 if calling from outside the UK (lines are open from 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday, excluding UK public holidays). Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.
The Offer, which has been made by means of the Offer Document and this advertisement, will initially be open for acceptance until 1.00 pm (London time) on 2 May 2016 or such later time(s) and/or date(s) as Conforama, subject to the rules of the Code, may decide. Any extensions of the Offer will be publicly announced by 8.00 a.m. (London time) on the business day following the day on which the Offer was due to expire.
Subject to Rule 23.2 of the Code, the Offer is not being made, directly or indirectly, in, into or by use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Darty Shareholders in that jurisdiction (a “Restricted Jurisdiction”) and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities or otherwise from or within any Restricted Jurisdiction.
This advertisement is not being published, mailed, transmitted or otherwise distributed or sent to, into or from any jurisdiction if to do so would constitute a violation of the relevant laws of such jurisdiction and persons reading this advertisement (including custodians, trustees and nominees) must not mail or otherwise distribute or send this advertisement, the Offer Document, the Form of Acceptance (nor any related document(s)) in, into or from such jurisdiction, nor use the mails of such jurisdiction or any such means or instrumentality for any purpose, directly or indirectly, relating to acceptance of the Offer and so doing may invalidate any related purported acceptance of the Offer.
Citigroup Global Markets Limited, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser exclusively for Steinhoff and no-one else in connection with the Offer. In connection with such matters, Citigroup Global Markets Limited, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer.
HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser exclusively for Steinhoff and no-one else in connection with the Offer. In connection with such matters, HSBC Bank plc, its affiliates and their respective directors, officers, employees and agents will not regard any other person as their client, nor will they be responsible to any other person for providing the protections afforded to their clients or for providing advice in relation to the Offer.
The directors of Steinhoff and Conforama accept responsibility for the information contained in this advertisement. To the best of the knowledge and belief of the directors of Steinhoff and Conforama (who have taken all reasonable care to ensure that such is the case), the information contained in this advertisement is in accordance with the facts and does not omit anything likely to affect the import of such information.
11 April 2016