DARTY LIMITED

Company number 04232413 ·

Active

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

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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

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