PRESS RELEASE Ivry-sur-Seine, France — January 8, 2025, 5.45 pm 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
SETTLEMENT OF THE JOINT PROCEDURE
DELISTING OF THE UNIEURO SHARES FROM THE EURONEXT STAR MILAN
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 hereby announce that the settlement of the Joint Procedure was completed today.
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”).
SETTLEMENT OF JOINT PROCEDURE
As already indicated in the press release on the final results of the Joint Procedure published by the Offerors on 3 January 2025, 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, the Requesting Shareholders opted for:
(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) with reference to no. 124,481 Further Remaining Shares; and
(ii) the Full Cash Alternative Consideration (namely, 11.67208 Euro per each Unieuro Share) with reference to no. 15,077 Further Remaining Shares.
As also specified in the press release on the final results of the Joint Procedure, the holders of the remaining no. 548,105 Further Remaining the Shares for which Requests for Sale Concerning the Joint Procedure were not submitted (the “Non-Requesting Shareholders”) will be entitled only to the Consideration for the Offer.
With respect to the 139,558 Further Remaining Shares for which Requests for Sale Concerning the Joint Procedure were submitted, on the date hereof the Offerors acquired such shares and paid:
(i) the Share Portion, through the transfer of the relevant number of Fnac Darty shares, through the Responsible Intermediaries, to the securities accounts held by the Requesting Shareholders at the Depositary Intermediaries (in compliance with the terms and pursuant to the procedures set forth in the Request for Sale Concerning the Joint Procedure);
(ii) the Cash Portion and the Full Alternative Consideration due to the Requesting Shareholders that so requested through the transfer of the relevant amounts to the Responsible Intermediaries, which shall transfer the funds to the Depositary Intermediaries, which shall in turn credit such funds to the Requesting Shareholders in accordance with the instructions issued by the Requesting Shareholders themselves (or their representatives) in the Requests for Sale Concerning the Joint Procedure.
With respect to the remaining no. 548,105 Further Remaining Shares for which no Requests for Sale Concerning the Joint Procedure have been submitted (excluding the treasury shares held by Unieuro), pursuant to Article 111, Paragraph 3, of the CFA, the Offerors on the date hereof notified Unieuro that:
(i) irrevocable instructions were given by Fnac Darty (a) to Euroclear France, through Uptevia SA, for the creation of the no. 54,811 Fnac Darty shares necessary for the payment of the Share Portion due to Non-Requesting Shareholders and (b) to the Intermediary Responsible for Coordinating the Collection of Tenders to make such Fnac Darty shares available to Non-Requesting Shareholders at the centralized clearing system at Monte Titoli S.p.A. for collection through the relevant Depositary Intermediaries members of Monte Titoli S.p.A. as well as
(ii) the total amount required for the payment of the Cash Portion to the Non-Requesting Shareholders have been deposited on restricted bank accounts opened by the Offerors with the Intermediary Responsible for Coordinating the Collection of Tenders.
Pursuant to Article 111, Paragraph 3, of the CFA, from the moment the Offerors made the above notification to Unieuro, the transfer of title to the Offerors of all the Further Remaining Shares for which no Request for Sale Concerning the Joint Procedure was submitted became effective, and the Issuer thus updated its shareholders’ ledger accordingly.
In order to deliver the Consideration for the Offer to the Requesting Shareholders as well as to the Non-Requesting Shareholders, the Offeror, in execution of the Offer Capital Increase, issued no. 67,260 Fnac Darty shares, representing 0,23% of the share capital of the Fnac Darty following such issuance, as of the Payment Date of the Joint Procedure. Following such issuance, the subscribed and paid-up share capital of Fnac Darty is represented by 29,682,146 ordinary shares. The aggregate amount of the Cash Portion due to the Requesting Shareholders and the Non-Requesting Shareholders is equal to Euro 6,053,280.75, while the aggregate amount of the Full Cash Alternative Consideration due to the Requesting Shareholders that so requested in their Requests for Sale Concerning the Joint Procedure is equal to Euro 175,979.95.
Any Fractional Parts due to the holders of Further Remaining Shares will be aggregated and sold by the Intermediary Responsible for Coordinating the Collection of Tenders and the resulting Cash Amount of Fractional Part will subsequently be distributed to the relevant holders of Further Remaining Shares within 10 trading days from the Payment Daye of the Joint Procedure, in compliance with the terms and according to the timing described in the Notice of 12 December 2024.
The obligation of the Offerors to pay the Consideration for the Joint Procedure will be deemed fulfilled when the exact number of Fnac Darty shares due as Share Portion and the exact Cash Amount of the Fractional Part (if any) as well as the exact amount of the Cash Portion or, if the Full Cash Alternative Consideration was requested or due, the exact amount of the Full Cash Alternative Consideration will be transferred to the Responsible Intermediaries or the Depositary Intermediaries, as the case may be. The Requesting Shareholders and the Non-Requesting Shareholders will bear the risk that the Responsible Intermediaries or the Depositary Intermediaries will not transfer them the Fnac Darty shares due as Share Portion, the Cash Amount of the Fractional Part (if any), the Cash Portion or the Full Cash Alternative Consideration due to them, or delay such transfer.
DELISTING OF UNIEURO SHARES
The Offerors remind 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 today, 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.
