DARTY LIMITED
Company number 04232413 · Monitor this company
2 notices naming this company in The Gazette, the UK's official public record
27 May 2016
TAKEOVERS, TRANSFERS & MERGERS
Corporate insolvency
NOTICES OF DIVIDENDS
NOTICE OF FINAL OFFER
by
GROUPE FNAC S.A. (“Fnac”)
for
DARTY PLC (“Darty”)
(Incorporated and registered in England and Wales with registered
number: 04232413)
Notice is hereby given in accordance with section 978(1)(c)(ii) of the
Companies Act 2006 that:
(a) by means of a formal offer document dated, published and posted
to Darty Shareholders on 18 May 2016 (the “Offer Document”)
(together with the accompanying Forms of Acceptance), Fnac has
made an offer to acquire the entire issued and to be issued share
capital of Darty (the “Offer”); and
(b) copies of the Offer Document setting out the terms and conditions
of the Offer, the two accompanying Forms of Acceptance, and the
Prospectus published by Fnac in connection with the issue of New
Fnac Shares for the purpose of the Offer are available free of charge,
subject to certain restrictions relating to persons located in Restricted
Jurisdictions, on Fnac’s website at www.groupe-fnac.com. They are
also available for inspection at the offices of the Receiving Agent,
Computershare Investor Services PLC at Corporate Action Projects,
Bristol BS99 6AH, subject to certain access restrictions relating to
citizens, residents or nationals of Restricted Jurisdictions.
Except as otherwise stated, capitalised terms used but not defined in
this notice shall have the meanings given to them in the Offer
Document.
The Offer comprises (i) an all-cash offer with a partial share
alternative; and (ii) an all-share offer with a partial cash alternative, the
full terms and conditions applicable to each of which (including details
of how the Offer may be accepted) are set out in the Offer Document.
The highest value per Darty Share being offered is 170 pence in cash.
The Offer is final and is not capable of revision without the consent of
the Panel.
This notice does not constitute, and must not be construed as, an
offer to sell or an invitation to purchase or subscribe for any securities
or the solicitation of an offer to purchase or subscribe for any
securities, pursuant to the Offer or otherwise. The Offer is being made
solely by the Offer Document and, in the case of Darty Shareholders
holding Darty Shares in certificated form, the Forms of Acceptance.
The full terms and conditions of the Offer (including details of how the
Offer may be accepted) are set out in the Offer Document and, in
relation to Darty Shares held in certificated form, the related Forms of
Acceptance. Darty Shareholders should read the Offer Document and
the Prospectus, and in the case of Darty Shareholders holding Darty
Shares in certificated form, the Forms of Acceptance. Darty
Shareholders who accept the Offer may rely only on the Offer
Document and, where they hold Darty Shares in certificated form, the
Forms of Acceptance for all the terms and conditions of the Offer. The
Prospectus contains further information about Fnac, the Fnac Group,
the Darty Group, and the Combined Group.
The Offer is not capable of acceptance from or within any jurisdiction
where to do so would violate the laws in that jurisdiction and no New
Fnac Shares are being made available or being offered, sold or
delivered, directly or indirectly, in or into the United States if to do so
would constitute a violation of the US Securities Act. Accordingly,
persons reading this notice or receiving the Offer Document, the
Forms of Acceptance, the Prospectus and any accompanying
document (including, without limitation, custodians, nominees and
trustees) who have a contractual or legal obligation or who may
otherwise intend to forward this notice, the Offer Document, the
Forms of Acceptance, the Prospectus and any accompanying
document must not mail or otherwise distribute or send them in, into
or from any jurisdiction where to do so would violate the laws in that
jurisdiction, as doing so may invalidate any purported acceptance of
the Offer. In particular, the Prospectus should not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from (including by custodians, nominees and trustees) the United
States under any circumstance. The availability of the Offer to Darty
Shareholders who are not resident in the United Kingdom or France,
or who are citizens, residents or nationals of jurisdictions outside of
the United Kingdom or France or who are nominees of, or custodians
or trustees for, citizens, residents or nationals of other jurisdictions,
may be prohibited or affected by the laws of the relevant jurisdictions
in which they are citizens or of which they are residents or nationals.
Such persons should inform themselves of, and observe, any
applicable legal or regulatory requirements of their jurisdiction. If you
remain in any doubt, you should consult your professional adviser in
the relevant jurisdiction without delay.
The Offer is being made for securities of a United Kingdom company
and Darty Shareholders in the United States should be aware that the
Offer Document and any other documents relating to the Offer have
been or will be prepared in accordance with the City Code and UK
disclosure requirements, format and style, all of which differ from
those in the United States. The Offer is being 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 English law, the City Code, the Panel, the London
Stock Exchange and the FCA. Accordingly, the Offer is subject to
disclosure and other procedural requirements, including with respect
to withdrawal rights, offer timetable, settlement procedures and
timing of payment that are different from those applicable under US
domestic tender offer procedures and law.
The New Fnac Shares have not been, and will not be, registered
under the US Securities Act or the securities laws of any state or
jurisdiction in the United States and may not be offered or sold in the
US absent registration or an exemption from registration.
If you are in any doubt about the Offer or the contents of the Offer
Document, this notice, or what action you should take, you should
consult your stockbroker, bank manager, solicitor, accountant or
other independent financial adviser who is duly authorised under the
Financial Services and Markets Act 2000 (as amended) if you are
resident in the United Kingdom or, if not, an appropriately authorised
independent adviser.
The Offer, which has been made by means of the Offer Document,
will initially be open for acceptance until 1.00 p.m. (London time) on
15 July 2016. Thereafter, not less than 14 calendar days’ notice will
be given in respect of the closure of the Offer (and/or including in
respect of the closure of any part of, or form of consideration being
offered pursuant to, the Offer).
The Offer is made in respect of all Darty Shares issued and
unconditionally allotted, including Darty Shares held by persons to
whom the Offer Document and Forms of Acceptance are not
dispatched. The Offer is, by means of this notice, being notified to all
persons to whom the Offer Document and the Forms of Acceptance
may not be dispatched, who hold, or who are entitled to have allotted
or issued to them, Darty Shares. Any such persons may obtain a copy
of, or may inspect, the Offer Document and the relevant Forms of
Acceptance, and the Prospectus (if permitted) by contacting the
Receiving Agent, Computershare Investor Services PLC at Corporate
Action Projects, Bristol BS99 6AH or by telephoning the Receiving
Agent on 0370 873 5882 (or +44 370 873 5882, if telephoning from
outside the UK). Please note that, for legal reasons, the Receiving
Agent will only be able to provide you with information contained in
the Offer Document and will be unable to give advice on the merits of
the Offer or to provide legal, financial or taxation advice on the
contents of the Offer Document.
25 May 2016
13 April 2016
FJON PROJECT ENGINEERING SERVICES LTD
Company Number: SC37398
Notice is hereby given that a petition has been lodged at Paisley
Sheriff Court seeking the restoration of Fjon Project Engineering
Services Ltd (Company number SC37398) and formerly having its
registered office at 35 Kings Road Elderslie PA5 9LY to the Register
of Companies. Should any person interested in showing cause why
the company should not be so restored and show cause why the
petition seeking restoration should not be granted, they are ordained
to lodge answers to the petition in the hands of The Sheriff Clerk,
Sheriff Court House, St James Street, Paisley within eight days of the
date of this advertisement.
James Francis O’Neil
C/O Strandsky Management Solutions
10A Kew Terrace, Glasgow G12 0TD
RECOMMENDED CASH OFFER
by
Conforama Investissement 2 SAS (“Conforama”)
for
DARTY PLC (“DARTY”)
(Incorporated and registered in England and Wales with registered
number: 04232413)
Notice is hereby given in accordance with section 978(1) )(c)(ii)
Companies Act 2006 that:
(a) by means of a formal offer document dated and published on 11
April 2016 (the “Offer Document”) and by means of this notice,
Conforama, a wholly owned subsidiary of Steinhoff International
Holdings N.V. (“Steinhoff”) is making a recommended offer (the
“Offer”) to acquire the entire issued and to be issued ordinary share
capital of Darty; and
(b) copies of the Offer Document containing the Offer and the Form of
Acceptance are available free of charge, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Darty’s
website at http://dartygroup.com/ and on Steinhoff’s website at
http://www.steinhoffinternational.com/.
The Offer
Holders of ordinary shares of thirty euro cent each (“Darty Shares”) in
the capital of Darty (“Darty Shareholders”) who accept the Offer will
receive 125 pence in cash for each Darty Share (the “Offer Price”).
The Offer values all of the entire issued and to be issued share capital
of Darty at approximately £673 million (assuming the exercise of all
outstanding options which carry an exercise price of less than the
Offer Price).
Darty Shares will be acquired under the Offer fully paid and free from
all liens, equities, charges, equitable interests, encumbrances, rights
of pre-emption and other third party rights and/or interests of any
nature whatsoever and together with all rights attaching to them on or
after 11 April 2016 including the right to receive and retain all
dividends, interest and other distributions declared, paid or made in
respect of the share capital of Darty on or after 11 April 2016.
The full terms and conditions of the Offer (including details of how the
Offer may be accepted) are set out in the Offer Document and, in
relation to Darty Shares held in certificated form, the related Form of
Acceptance. Darty Shareholders who accept the Offer may rely only
on the Offer Document and, where they hold Darty Shares in
certificated form, the Form of Acceptance for all the terms and
conditions of the Offer.
The Offer is, by means of this advertisement, being extended to all
persons to whom the Offer Document may not be despatched, who
hold, or who are entitled to have allotted or issued to them, Darty
Shares. Such persons are informed that copies of the Offer Document
and Form of Acceptance are available for collection (during normal
business hours) from Computershare Corporate Actions Projects,
Bristol BS99 6AH, telephone 0370 707 1102 from within the UK or on
+44 370 707 1102 if calling from outside the UK (lines are open from
8.30 a.m. to 5.30 p.m. (London time) Monday to Friday, excluding UK
public holidays). Calls to the helpline from outside the UK will be
charged at the applicable international rate. Different charges may
apply to calls from mobile telephones and calls may be recorded and
randomly monitored for security and training purposes. The helpline
cannot provide advice on the merits of the Offer nor give any financial,
legal or tax advice.
The Offer, which has been made by means of the Offer Document and
this advertisement, will initially be open for acceptance until 1.00 pm
(London time) on 2 May 2016 or such later time(s) and/or date(s) as
Conforama, subject to the rules of the Code, may decide. Any
extensions of the Offer will be publicly announced by 8.00 a.m.
(London time) on the business day following the day on which the
Offer was due to expire.
Subject to Rule 23.2 of the Code, the Offer is not being made, directly
or indirectly, in, into or by use of the mails of, or by any means or
instrumentality (including, without limitation, telephonically or
electronically) of interstate or foreign commerce of, or any facilities of
a national securities exchange of, any jurisdiction where local laws or
regulations may result in a significant risk of civil, regulatory or
criminal exposure if information concerning the Offer is sent or made
available to Darty Shareholders in that jurisdiction (a “Restricted
Jurisdiction”) and the Offer will not be capable of acceptance by any
such use, means, instrumentality or facilities or otherwise from or
within any Restricted Jurisdiction.
This advertisement is not being published, mailed, transmitted or
otherwise distributed or sent to, into or from any jurisdiction if to do
so would constitute a violation of the relevant laws of such jurisdiction
and persons reading this advertisement (including custodians,
trustees and nominees) must not mail or otherwise distribute or send
this advertisement, the Offer Document, the Form of Acceptance (nor
any related document(s)) in, into or from such jurisdiction, nor use the
mails of such jurisdiction or any such means or instrumentality for any
purpose, directly or indirectly, relating to acceptance of the Offer and
so doing may invalidate any related purported acceptance of the
Offer.
Citigroup Global Markets 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 as financial adviser exclusively for Steinhoff
and no-one else in connection with the Offer. In connection with such
matters, Citigroup Global Markets 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.
HSBC Bank 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 as
financial adviser exclusively for Steinhoff and no-one else in
connection with the Offer. In connection with such matters, HSBC
Bank 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 directors of Steinhoff and Conforama accept responsibility for the
information contained in this advertisement. To the best of the
knowledge and belief of the directors of Steinhoff and Conforama
(who have taken all reasonable care to ensure that such is the case),
the information contained in this advertisement is in accordance with
the facts and does not omit anything likely to affect the import of such
information.
11 April 2016
BELL SITTINGBOURNE LLP
OC325974
Registered office: One Euston Square, 40 Melton Street, London,
NW1 2FD
Principal Trading Address: Development at Bell Road, Sittingbourne
Notice is hereby given that pursuant to Rule 2.95 of the Insolvency
Rules 1986 (as amended) that the Joint Administrators intend to
declare a first and final prescribed part dividend to unsecured
creditors of the Company within two months of the last date for
proving specified below. Creditors who have not yet done so must
prove their debts by sending their full names and addresses,
particulars of their debts or claims, and the names and addresses of
their solicitors (if any), to the Joint Administrators at One Evershold
Street, Euston, London, NW1 2DN by no later than 6 May 2016.
Creditors who have not proved their debt by the last date for proving
may be excluded from the benefit of this dividend or any other
dividend declared before the debt is proved.
Date of Appointment: 12 August 2013
Office holder details: Colin David Wilson and Trevor John Binyon (IP
Nos 9478 and 9285) of Opus Restructuring LLP, One Eversholt Street,
Euston, London, NW1 2DN
For further details contact: Terri Mulgrew, Email:
[email protected], Tel: 020 7268 3334
Colin David Wilson, Joint Liquidator
06 April 2016
In the Eastbourne County Court
No 36 of 2015