close

Se connecter

Se connecter avec OpenID

(PDF 247KB) - Steinhoff International

IntégréTéléchargement
No increase to third cash offer - RNS - London Stock Exchange
Page 1 of 6
Regulatory Story
Go to market news section
Steinhoff International Hldgs NV Released 07:05 27-Apr-2016
NO INCREASE TO THIRD CASH OFFER
RNS Number : 4656W
Steinhoff International Hldgs NV
27 April 2016
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 OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
27 April 2016
NO INCREASE TO THIRD INCREASED CASH OFFER
for
Darty plc ("Darty")
by
Conforama Investissement 2 SAS ("Conforama")
(a wholly owned subsidiary of Steinhoff International Holdings N.V.)
The board of Conforama confirms that its third increased offer of 160 pence for each Darty
Share is final, and will not be increased.
Alexander Nodale, chief executive officer of Conforama commented:
"Our independent board and management had a clear valuation in mind for the standalone
Darty business. Our final offer of 160 pence for each Darty share reflects the evaluation
criteria we use for all acquisitions, including return on investment and value creation. We
remain of the opinion that, at this price, the Darty business would have been a good
addition to the Steinhoff group of businesses but, at an increased price, it would no longer
create sufficient value for Steinhoff shareholders, employees and other stakeholders."
Enquiries:
Conforama
Isabelle Hoppenot (Press contact)
Tel: +33 6 25 58 14 38
Steinhoff International Holdings N.V.
Mariza Nel
Tel: +27 (0)21 808 0711
http://www.londonstockexchange.com/exchange/news/market-news/market-news-det...
27/04/2016
No increase to third cash offer - RNS - London Stock Exchange
Citigroup Global Markets Limited
Jan Skarbek
Nick Pagden
Charles-Henri Filippi
Tom Jacob
Peter Brown (Corporate Broking)
HSBC Bank plc
Oliver Smith
Aamir Khan
Patrick Cazalaa
Dimitri Fotopoulos
Mark Dickenson (Corporate Broking)
Page 2 of 6
Tel: +44 (0)20 798 6400
Tel: +44 (0)20 7991 8888
Media Enquiries:
Havas Worldwide (French PR Adviser to Conforama)
Anton Molina
Tel: +33 6 37 32 80 27
Maitland (UK PR Adviser to Conforama)
Kate O'Neill
Tel: +44 7714 415 229
Important notice related to financial advisers
Citigroup Global Markets Limited, which is authorised by the Prudential Regulation
Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation
Authority, is acting as financial adviser to Steinhoff International Holdings N.V. and for no
one else in connection with the Third Increased Offer and will not be responsible to anyone
other than Steinhoff International Holdings N.V. for providing the protections afforded to its
clients or for providing advice in relation to the Third Increased Offer, the contents of this
announcement or any other matters referred to in this announcement.
HSBC Bank plc, which is authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the FCA and the Prudential Regulation Authority, is acting as
financial adviser to Steinhoff International Holdings N.V. and for no one else in connection
with the Third Increased Offer and will not be responsible to anyone other than Steinhoff
International Holdings N.V. for providing the protections afforded to its clients or for
providing advice in relation to the Third Increased Offer, the contents of this announcement
or any other matters referred to in this announcement.
Further information
This announcement is for information purposes only and does not constitute an offer to sell
or subscribe for or an invitation to purchase any securities or the solicitation of any vote or
approval in any jurisdiction, or the solicitation of an offer to buy securities, pursuant to the
Third Increased Offer or otherwise, nor shall there be any sale, issuance or transfer of
securities by Darty or Conforama pursuant to the Third Increased Offer in any jurisdiction in
contravention of applicable laws. The Third Increased Offer will be effected solely through
the Third Increased Offer Document, which will contain the full terms and conditions of the
Third Increased Offer, including details of how to accept the Third Increased Offer. Darty
and Conforama urge Darty Shareholders to read the Increased Offer Document which will
be distributed to Darty Shareholders, persons with information rights and, for information
purposes only, to participants in the Darty Share Plan in due course, as it will contain
important information relating to the Third Increased Offer.
This announcement does not constitute a prospectus or prospectus equivalent document.
This announcement has been prepared for the purpose of complying with English law and
the Code and the information disclosed may not be the same as that which would have
been disclosed if this announcement had been prepared in accordance with the laws of
jurisdictions outside the United Kingdom.
http://www.londonstockexchange.com/exchange/news/market-news/market-news-det...
27/04/2016
No increase to third cash offer - RNS - London Stock Exchange
Page 3 of 6
Overseas shareholders
The release, publication or distribution of this announcement in certain jurisdictions may be
restricted by law. Persons who are not resident in the United Kingdom or who are subject to
other jurisdictions should inform themselves of, and observe, any applicable requirements.
Unless otherwise determined by Conforama or required by the Code and permitted by
applicable law and regulation, the Third Increased Offer will not be made, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in
that jurisdiction, and the Third Increased Offer will not be capable of acceptance from or
within a Restricted Jurisdiction. Accordingly, copies of this announcement and all
documentation relating to the Third Increased Offer are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted
Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving
this announcement and all documents relating to the Third Increased Offer (including
custodians, nominees and trustees) must not mail or otherwise distribute or send them in,
into or from such jurisdictions as doing so may invalidate any purported acceptance of the
Third Increased Offer.
The availability of the Third Increased Offer to Darty Shareholders who are not resident in
the United Kingdom may be affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Further details in relation to overseas Darty Shareholders will be contained in the Third
Increased Offer Document.
Important information for Darty Shareholders resident in the United States
The Third Increased Offer relates to the shares of a UK company and is subject to UK
procedural and disclosure requirements that are different from those of the US. Any
financial statements or other financial information included in this announcement may have
been prepared in accordance with non-US accounting standards that may not be
comparable to the financial statements of US companies or companies whose financial
statements are prepared in accordance with generally accepted accounting principles in the
US. It may be difficult for US holders of shares to enforce their rights and any claims they
may have arising under the US federal securities laws in connection with the Third Increased
Offer, since Conforama and Darty are located in countries other than the US, and some or
all of their officers and directors may be residents of countries other than the US. US holders
of Darty Shares may not be able to sue Conforama, Darty or their respective officers or
directors in a non-US court for violations of US securities laws. Further, it may be difficult to
compel Conforama, Darty and their respective affiliates to subject themselves to the
jurisdiction or judgment of a US court.
The Third Increased Offer will be made in the US pursuant to Section 14(e) and Regulation
14E under the US Exchange Act as a "Tier II" tender offer, and otherwise in accordance with
the requirements of the Code. Accordingly, the Third Increased Offer will be subject to
disclosure and other procedural requirements, including with respect to withdrawal rights,
offer timetable, settlement procedures and timing of payments that are different from
those applicable under US domestic tender offer procedures and law.
Darty Shareholders should be aware that Conforama may purchase or arrange to
purchase Darty Shares otherwise than under the Third Increased Offer, such as in open
market or privately negotiated purchases in accordance with rule 14e-5 under the US
Exchange Act. Any such purchases of Darty Shares by Conforama otherwise than under
the Third Increased Offer will be publically announced by way of a dealing disclosure
pursuant to the requirements of the Code and will be released to an RIS.
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION TO BUY
ANY OF THE SHARES REFERRED TO HEREIN NOR IS IT A SOLICITATION FOR ACCEPTANCE
OF THE THIRD INCREASED OFFER. CONFORAMA WILL BE MAKING THE THIRD INCREASED
OFFER ONLY BY, AND PURSUANT TO THE TERMS OF, THE THIRD INCREASED OFFER
DOCUMENT. THE THIRD INCREASED OFFER IS NOT BEING MADE IN ANY JURISDICTION IN
WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH
THE SECURITIES, BLUE SKY OR OTHER LAWS OF SUCH JURISDICTION. THIS
ANNOUNCEMENT IS NEITHER AN OFFER TO SELL NOR A SOLICITATION OF AN OFFER TO
http://www.londonstockexchange.com/exchange/news/market-news/market-news-det...
27/04/2016
No increase to third cash offer - RNS - London Stock Exchange
Page 4 of 6
BUY ANY SECURITIES, AND SHALL NOT CONSTITUTE AN OFFER, SOLICITATION OR SALE, IN
ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE IS UNLAWFUL.
Forward looking statements
This announcement, any oral statements made by Conforama or Darty in relation to the
Third Increased Offer, and other information published by Conforama or Darty may contain
statements about Conforama and Darty that are or may be forward looking statements. All
statements other than statements of historical facts included in this announcement may be
forward looking statements. Without limitation, any statements preceded or followed by or
that include the words "targets", "plans", "goals", "believes", "expects", "aims", "intends",
"will", "may", "anticipates", "estimates", "projects" or words or terms of similar substance
or the negative thereof, are forward looking statements. Forward looking statements
include statements relating to the following: (i) future capital expenditures, expenses,
revenues, earnings, synergies, economic performance, indebtedness, financial condition,
dividend policy, losses and future prospects; (ii) business and management strategies and
the expansion and growth of Conforama's or Darty's operations and potential synergies
resulting from the Third Increased Offer; (iii) currency fluctuations; and (iv) the effects of
government regulation on Conforama's or Darty's business.
Such forward looking statements involve risks and uncertainties that could significantly
affect expected results and/or the operations of Conforama and Darty, and are based on
certain key assumptions. Many factors could cause actual results to differ materially from
those projected or implied in any forward looking statements. Due to such uncertainties and
risks, readers are cautioned not to place undue reliance on such forward looking
statements. Each forward looking statement speaks only as of the date of this
Announcement (or, in the case of an oral statement, as of the date it was made).
Conforama and Darty disclaim any obligation to update or revise any forward looking or
other statements contained herein, except as required by applicable law.
No profit forecasts or estimates
No statement in this announcement is intended as a profit forecast or profit estimate and
no statement in this announcement should be interpreted to mean that the future earnings
per share of the Steinhoff Group as enlarged by the Third Increased Offer, Conforama
and/or Darty for current or future financial years will necessarily match or exceed the
historical or published earnings per share of Conforama or Darty.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in different
tables may vary slightly and figures shown as totals in certain tables may not be an
arithmetic aggregation of the figures that precede them.
Disclosure requirements of the City Code (the "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
http://www.londonstockexchange.com/exchange/news/market-news/market-news-det...
27/04/2016
No increase to third cash offer - RNS - London Stock Exchange
Page 5 of 6
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. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an
Opening Position Disclosure or a Dealing Disclosure.
Publication on website
A copy of this announcement will be made available, free of charge subject to certain
restrictions relating to persons resident in Restricted Jurisdictions, at
http://www.steinhoffinternational.com by no later than 12 noon (London time) on the
Business Day following the date of this announcement.
Neither the content of the website referred to in this announcement nor the content of any
website accessible from hyperlinks on Steinhoff's website (or any other website) is
incorporated into, or forms part of, this announcement.
The Third Increased Offer is subject to the provisions of the Code. In accordance with Rule
23.2 of the Code on Takeovers and Mergers, a copy of this announcement will be published
on Darty's website at http://www.dartygroup.com.
You may request a hard copy of this announcement, free of charge, by contacting the
Company Secretary at Steinhoff UK Holdings Limited, 5th Floor Festival House, Jessop
Avenue, Cheltenham, Gloucestershire, GL50 3SH, United Kingdom. Darty Shareholders may
also request that all future documents, announcements and information to be sent to them
in relation to the Third Increased Offer should be in hard copy form.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPUBRNRNAASURR
CLOSE
http://www.londonstockexchange.com/exchange/news/market-news/market-news-det...
27/04/2016
No increase to third cash offer - RNS - London Stock Exchange
Page 6 of 6
Sponsored Financial Content
Morrisons back in the big time
TD Direct Investing
How much you're losing out with a
Cash ISA
MoneyFarm
Get a free guide to investing for
income
New pensions changes - here's all you
need to know
St. James's Place
MoneyWeek
London Stock Exchange plc is not responsible for and does not check content on this Website. Website users are responsible
for checking content. Any news item (including any prospectus) which is addressed solely to the persons and countries
specified therein should not be relied upon other than by such persons and/or outside the specified countries. Terms and
conditions, including restrictions on use and distribution apply.
©2014 London Stock Exchange plc. All rights reserved
No increase to third cash offer - RNS
http://www.londonstockexchange.com/exchange/news/market-news/market-news-det...
27/04/2016
Auteur
Document
Catégorie
Uncategorized
Affichages
1
Taille du fichier
288 KB
Étiquettes
1/--Pages
signaler