PRESS RELEASE
Ivry-sur-Seine, France - December 4, 2024, 6:15 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
PURCHASE ON THE MARKET REALISED TODAY AND ERRATA CORRIGE OF THE PURCHASE REALISED ON 3 DECEMBER 2024
NOTICE PURSUANT TO ARTICLES 36, 41, PARAGRAPH 2, LETTER C), AND 50-
QUINQUIES, PARAGRAPH 7, 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 voluntary public tender and exchange offer (the "Offer”) pursuant to Articles 102 and 106, paragraph 4, of the Italian Legislative Decree no. 58 of February 24, 1998, as subsequently integrated and amended (the "CFA”), launched by Fnac Darty SA ("Fnac Darty”) and RUBY Equity Investment S.à r.l. ("Ruby” and together with Fnac Darty, the "Offerors”) for all of the ordinary shares of Unieuro S.p.A. ("Unieuro” or the "Issuer”) not already held by the Offerors, including the treasury shares directly or indirectly held, from time to time, by Unieuro, as well as to consequent Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA, the Offerors announce - pursuant to Article 41, paragraph 2, letter c), of the Issuers' Regulation - that on the date hereof Fnac Darty V SAS ("HoldCo”) has purchased the following ordinary shares of Unieuro (ISIN IT0005239881) (the "Purchase”).
| Date | Venue of the transactions | Type of transaction | Number of shares | Currency | Unit price per share |
| December 4, 2024
| Euronext Milan regulated market | Purchase | 22,107 | Euro | 11,66 |
| Cboe Europe - Dxe | Purchase | 2,511 | Euro | 11,66 | |
| Aquis Exchange Europe | Purchase | 681 | Euro | 11,66 |
The Purchase was carried out at a consideration per share not exceeding Euro 11.67208, i.e. the value of the Full Cash Alternative Consideration for each ordinary share of Unieuro within the context of the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA (which is also lower that the implied monetary value of the Consideration of the Offer equal to Euro 12.02).
It is reminded that with regard to the Offer, as well as to Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA, in light of the Investment Agreement and the Shareholders' Agreement, Fnac Darty, Ruby and HoldCo are deemed Persons Acting in Concert for the purposes of Article 101-bis, Paragraph 4-bis, of the CFA. As described in the offer document approved by Consob with resolution no. 23231 of 23 August 2024 and published on 24 August 2024 (the "Offer Document”), following the HoldCo Contributions the share capital of HoldCo - which as of today is entirely held by Fnac Darty - will be held at 51% by Fnac Darty and at 49% by Ruby.
As a result of the Purchase, the Offerors, jointly with the Persons Acting in Concert, hold as of today a total of no. 19,457,411 ordinary shares of Unieuro, representing approximately 93,32% of Unieuro's share capital.
With reference to the purchase on the market of Unieuro Shares realised by HoldCo on 3 December 2024 and disclosed to the public on the same date, please refer to the following table that replaces the one published on 3 December 2024. For the sake of clarity, it should be noted that the total of no. 208,108 shares at a weighted average price of Euro 11.670 subject of the said purchase disclosed on 3 December 2024 is unchanged:
| Date | Venue of the transactions | Type of transaction | Number of shares | Currency | Unit price per share |
| December 3, 2024 | Euronext Milan regulated market | Purchase | 77,364 | Euro | 11.67 |
| Trax APA | Purchase | 130,000 | Euro | 11.67 | |
| Blockmatch Europe RFQ | Purchase | 469 | Euro | 11.66 | |
| Aquis Exchange Europe | Purchase | 275 | Euro | 11.66 |
Legal Disclaimer
The Offer and the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA 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 and the Procedure to Comply with the Obligation to Purchase under Art. 108, Par. 2, of the CFA 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 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, 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, 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
CONTACTS
ANALYSTS/INVESTORS
Domitille Vielle - Head of Investor Relations - [email protected] - +33 (0)6 03 86 05 02
Laura Parisot - Investor Relations Manager - [email protected] - +33 (0)6 64 74 27 18
PRESS
Marianne Hervé - [email protected] - +33 (0)6 23 83 59 29
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