PRESS RELEASE Ivry-sur-Seine, France — December 30, 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
PRELIMINARY RESULTS OF THE JOINT PROCEDURE
NOTICE PURSUANT TO ARTICLE 36 OF THE REGULATION ADOPTED BY CONSOB BY RESOLUTION NO. 11971 OF MAY 14, 1999, AS SUBSEQUENTLY INTEGRATED AND AMENDED (THE “ISSUERS’ REGULATION”).
With reference to the joint procedure for the exercise of the right to squeeze-out pursuant to Article 111 of Legislative Decree No. 58 of 24 February 1998, as subsequently amended (the “CFA”) and the fulfilment of the obligation to purchase under Article 108, Paragraph 1, of the CFA (the “Joint Procedure”) commenced by Fnac Darty SA (“Fnac Darty”) and RUBY Equity Investment S.a r.l. (“Ruby” and, together with Fnac Darty, the “Offerors”) on 19 December 2024 for the 687,663 outstanding ordinary shares of Unieuro S.p.A. (“Unieuro” or the “Issuer”), excluding the treasury shares held by Unieuro, not held by the Offerors and Fnac Darty V SAS (as Person Acting in Concert with the Offerors for the purpose of the Offer) following the completion of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA ( the “Further Remaining Shares”), the Offerors announce that the period, agreed with CONSOB and Borsa Italiana S.p.A., during which the holders of the Further Remaining Shares were able to exercise their right to choose the type of Consideration for the Joint Procedure pursuant to Article 108, Paragraph 5 and Article 111, Paragraph 2 of the CFA, namely between the Consideration for the Offer and the Full Cash Alternative Consideration, ended on the date hereof (the “Period of the Joint Procedure”).
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 December 2024 concerning the final results of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA and information on the terms and conditions of the Joint Procedure (the “Notice of 12 December 2024”).
PRELIMINARY RESULTS OF THE JOINT PROCEDURE
Based on the preliminary results communicated by Intesa Sanpaolo S.p.A., in its capacity as Intermediary Responsible for Coordinating the Collection of Tenders, in the context of the Joint Procedure, Requests for Sale Concerning the Joint Procedure were submitted for no. 139,558 Further Remaining Shares. Such Further Remaining Shares represent: (i) 0.67% of the share capital of the Issuer, and (ii) 20.29% of the Further Remaining Shares subject to the Joint Procedure.
In connection with the 139,558 Further Remaining Shares for which Requests for Sale Concerning the Joint Procedure were submitted in the context of the Joint Procedure:
(i) the Consideration for the Offer (namely, for each Unieuro Share, Euro 9.00, as Cash Portion, and no. 0.1 newly issued Fnac Darty shares, as Share Portion) will be paid to the holders of 124,481 Further Remaining Shares (representing 89.20% of the shares tendered during the Period of the Joint Procedure); and
(ii) the Full Cash Alternative Consideration (namely, 11.67208 Euro per each Unieuro Share) will be paid to the holders of 15,077 Further Remaining Shares (representing 10.80% of the shares tendered during the Period of the Joint Procedure).
Holders of the remaining no. 548,105 Further Remaining Shares Further Remaining Shares who did not submit a Request for Sale Concerning the Joint Procedure relating to such shares will receive solely the Consideration for the Offer.
The settlement of the Joint Procedure, consisting in the transfer to the Offerors of title to all of the Further Remaining Shares (including, for the sake of clarity, the shares for which no Request for Sale Concerning the Joint Procedure was submitted, and excluding the treasury shares held by Unieuro) and the payment to the shareholders of Unieuro of the Consideration for the Joint Procedure will occur on the fifth Trading Day following the end of the Period of the Joint Procedure, i.e. on 8 January 2025 (the “Payment Date of the Joint Procedure”). In the press release containing the final results of the Joint Procedure that will be published prior to the Payment Date of the Joint Procedure, the Offerors will include, among other things, information concerning the delivery of the Consideration for the Joint Procedure to the holders of Further Remaining Shares that did not submit a Request for Sale Concerning the Joint Procedure.
Finally, please note that by means of decision no. 9031 issued on 13 December 2024, Borsa Italiana S.p.A. ordered the delisting of the Issuer’s shares from the Euronext STAR Milan organized and managed by Borsa Italiana S.p.A. as from 8 January 2025, after suspending the trading of Unieuro shares during the sessions of 6 and 7 January 2025.
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Legal Disclaimer
The Offer, the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA and the Joint Procedure 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, the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA and the Joint Procedure 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 and/or the Joint Procedure 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 and/or the Joint Procedure, 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 and/or the Joint Procedure, 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.
