お知らせ • Nov 10
Fnac Darty and Ruby Reach 91.1% of the Share Capital of Unieuro and Unieuro to be Delisted from Euronext Milan
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, the Offerors announce that the Reopening of the Tender Period has ended on the date hereof. Based on the preliminary results communicated by Intesa Sanpaolo S.p.A., in its capacity as Intermediary Responsible for Coordinating the Collection of Tenders, during the Reopening of the Tender Period, which ended on the date hereof, no. 4,095,741 ordinary shares of Unieuro were tendered in the Offer. Such tendered shares represent (i) 19.6% of the share capital of the Issuer and (ii) 20.5% of the Shares Subject to the Offer. The Offerors did not purchase any Unieuro Shares outside the Offer during the period between the Date of the Offer Document and today’s date. It should be noted that, as indicated in the notice on the final results of the Tender Period published on 29 October 2024, at the Payment Date of the Tender Period, taking into account the Unieuro Shares tendered in the Offer during the Tender Period and the Unieuro Shares already held by Fnac Darty before the start of the Tender Period, the Offerors, jointly considered, had come to hold a total of no. 14,904,062 ordinary shares of Unieuro, equal to 71.5% of its share capital. Therefore, taking into account (i) the no. 4,095,741 ordinary shares of Unieuro tendered in the Offer during the Reopening of the Tender Period according to the preliminary results indicated above (if confirmed) and (ii) the no. 14,904,062 Unieuro Shares already held by the Offerors prior to the beginning of the Reopening of the Tender Period, the Offerors, jointly considered, would come to hold a total of no. 18,999,803 ordinary shares of Unieuro, equal to 91.1% of the share capital of the Issuer. Including the no. 70,004 Treasury Shares held by the Issuer as of today’s date, the total stake held in the share capital of Unieuro by the Offerors, directly and, as regards the Treasury Shares, indirectly, at the end of the Reopening of the Tender Period will consist of no. 19,069,807 shares, representing 91.5% of the Issuer’s share capital. Enrique Martinez, Chief Executive Officer of Fnac Darty, stated: “Fnac Darty is proud to have gathered 91.1% of Unieuro's share capital at the end of the reopening of the tender period. The sell-out procedure can now be initiated and will lead to the delisting of Unieuro. This strong success reinforces our conviction that our ambition to build a leader in specialized retail in Europe is shared. While waiting for regulatory approvals, which I expect to come within a few weeks, we look forward to working alongside Unieuro's teams to ensure a smooth integration, and thus create value for all our shareholders, partners and customers”. The requirements for the fulfillment of the Obligation to Purchase under Art. 108, Par. 2, of the CFA have been met and Unieuro will be delisted from Euronext Milan.