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Fnac Darty S.A. launches a repurchase invitation with respect to its outstanding OCEANEs due March 2027 via a reverse bookbuilding
Fnac Darty S.A. (the “Company”), today announces the launch of a repurchase invitation with respect to its existing bonds convertible into new shares and/or exchangeable for existing shares (OCEANEs) maturing in March 2027 via a reverse bookbuilding.
On March 25, the Company has successfully carried out the placement of €300 million in aggregate principal amount of senior notes due 2032 (the “New Notes”) which will bear interest at a rate of 4.750% per annum. The issuance of the New Notes is expected to take place on April 2, 2025, subject to customary conditions.
The net proceeds of the issue of the New Notes will be used by the Company to (a) pay the consideration for the Repurchase (as defined below), (b) refinance amounts paid in connection with the Unieuro acquisition and (c) pay fees and expenses related to the offering of the New Notes. The remainder of the proceeds from the offering of the New Notes will be used for general corporate purposes.
The Company announces today the launch of a repurchase invitation with respect to its outstanding bonds convertible into new shares and/or exchangeable for existing shares due March 23, 2027 (FR0014002JO2) (the “2027 OCEANEs”) for a target amount of approximately €190 million, by conducting today a reverse bookbuilding process to collect irrevocable orders from bondholders willing to sell their 2027 OCEANEs (the “Repurchase”).
As at the close of business on March 28, 2025, there was €199,999,947.63 in aggregate principal amount of the 2027 OCEANEs outstanding.
Repurchase price
The repurchase price will be €77.25 per 2027 OCEANE.
The results of the reverse bookbuilding process are expected to be announced on April 1, 2025.
Transaction conditions
The Repurchase is targeted at holders of the 2027 OCEANEs that are eligible in their respective jurisdictions, in particular that are not persons located or resident in the United States or persons acting for the account or benefit of such persons willing to sell their 2027 OCEANEs to the Company.
The settlement of the Repurchase is expected to take place on April 8 2025 and is conditional upon the settlement of the issue of the New Notes which is expected to occur on April 2, 2025 and subject to the following paragraph.
The Company reserves the right not to proceed with the Repurchase or not to proceed for its entire targeted amount. The Company will be under no obligation to accept for purchase 2027 OCEANEs tendered pursuant to the Repurchase.
The 2027 OCEANEs accepted in the Repurchase will be cancelled in accordance with their terms and conditions.
This press release does not constitute or form part of any offer or solicitation to purchase or subscribe for or to sell securities.
For other information, please contact:
The Dealer Manager
Natixis 7, promenade Germaine Sablon 75013 Paris France Attention: Sales Convertible Bonds / SECM Syndicate Email: ld-m-equityflowsalescb@natixis.com / ld-secm-syndicate-team@natixis.com
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Important notice
This press release may not be released, published or distributed, directly or indirectly, in or into the United States of America, Australia, Canada or Japan. The distribution of this press release may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes, should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No communication or information relating to the Repurchase may be distributed to the public in a country where a registration or approval is required. No action has been or will be taken in any country in which such registration or approval would be required.
The Repurchase is addressed solely to qualified investors, excluding the United States of America, Australia, Canada and Japan and any other jurisdiction where the Repurchase would be prohibited by applicable law.
No communication and no information in respect of the repurchase of the 2027 OCEANEs may be distributed to the public in any jurisdiction where a registration or approval is required.
This press release does not constitute an invitation to participate in the Repurchase in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such repurchase or offer under applicable securities laws. The release, publication or distribution of this press release in certain jurisdictions may be restricted by law. Consequently, any persons in such jurisdiction in which this press release is released, published or distributed are required by each of Fnac Darty and the financial intermediaries to inform themselves about, and to observe, any such restrictions.
None of Fnac Darty and the financial intermediaries makes any recommendation as to whether or not the holders of the 2027 OCEANEs should participate in the Repurchase.
About Fnac Darty Operating in 14 countries, Fnac Darty is a European leader in the retail of consumer electronics and domestic appliances, entertainment and leisure products. Since 2021, the Group has accelerated its shift towards a model focused on omnichannel, services, and sustainability. Fnac Darty’s revenue was around €8 billion in 2024, including 22% of online sales. With over 30,000 employees and a multi-format network of more than 1,500 stores since the acquisition of Unieuro, the Group is also a major e-commerce player, ranked #2 in France. For more information: www.fnacdarty.com
