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RNS Number : 7830E
Darty PLC
20 July 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 OR REGULATIONS OF THAT JURISDICTION

 

FOR IMMEDIATE RELEASE

20 July 2016

Darty plc

 

Directorate Change and Cancellation of Listing

 

On 19 July 2016 Group Fnac S.A. ("Fnac") announced that its Offer to acquire the entire issued and to be issued share capital of Darty plc ("Darty") had become wholly unconditional.

Director departures

As the Offer has become wholly unconditional, Darty today announces that the following non-executive directors' appointments have been terminated with immediate effect:

·      Alan Parker;

·      Pascal Bazin;

·      Carlo D'Asaro Biondo;

·      Antoine Metzger;

·      Agnès Touraine;

·      Alison Reed, and

·      Michel Léonard.

Appointment of new directors

Darty further wishes to announce that the following directors have been appointed to the Board of Darty as of today's date:

·      Alexandre Bompard;

·      Matthieu Malige; and

·      Frédérique Giavarini.

Cancellation of Listing

Darty wishes to announce that applications will be made to the UK Listing Authority and the London Stock Exchange for the cancellation of listing and trading of the Company's ordinary shares of 30 euro cents each. Darty notes the announcement by Fnac on 19 July 2016 that its Offer to acquire the entire issued and to be issued share capital of Darty had become wholly unconditional and that it had acquired Darty Shares representing over 75% of the voting rights of Darty. Accordingly, the cancellation notice period commenced on 19 July 2015 and cancellation is expected to become effective on the 20th business day following that date, on 16 August 2016.

Other

Capitalised terms used in this announcement have the meanings given to them in the board circular sent by Darty to Darty Shareholders on 31 May 2016.

Enquiries

Darty plc

Simon Ward                                         +44 (0) 20 7269 1411

Lazard

Alexandra Soto                                     +44 (0) 20 7187 2000

Morgan Stanley

Xavier Mayer                                         +44 (0) 20 7425 8000

UBS Investment Bank

Craig Calvert                                         +44 (0) 20 7567 8000

Finsbury         

Rollo Head

Jenny Davey                                         +44 (0) 20 7251 3801

 

About Darty plc

Darty group is a leading multi-channel service led electrical retailer operating 400 stores in three European countries. It generated an annual turnover of over €3.5 billion in 2014/15 through operations in Darty and Mistergooddeal.com in France, Vanden Borre in Belgium and BCC in the Netherlands. Its ordinary shares are listed with the UK Listing Authority and trade on the market for listed securities on the London Stock Exchange under the symbol DRTY.L. It is also listed on the NYSE Euronext Paris.

For further information, please visit the company's website, www.Dartygroup.com

Important Notices

Morgan Stanley & Co. International 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 exclusively for Darty and no-one else in connection with the Offer. In connection with such matters, Morgan Stanley & Co. International 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 contents of this announcement or any other matter referred to herein.

Lazard & Co., 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 exclusively for Darty and no-one else in connection with the Offer. In connection with such matters, Lazard & Co., 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, the contents of this announcement or any other matter referred to herein

UBS 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 exclusively for Darty and no-one else in connection with the Offer. In connection with such matters, UBS 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, the contents of this announcement or any other matter referred to herein.

Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement or other information referred to herein comes should inform themselves about, and observe, any such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is for information purposes only and is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

Disclosure requirements of 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 subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), 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.

Publication on Website

A copy of this announcement will be available free of charge (subject to any applicable restrictions with respect to persons resident in Restricted Jurisdictions) on Darty's website at www.Dartygroup.com by no later than noon (London time) on the date following the publication of this announcement. For the avoidance of doubt, save as expressly referred to herein, the contents of those websites are not incorporated into and do not form part of this announcement.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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