(MENAFN- GlobeNewsWire - Nasdaq) Paris, 13 November 2026 Notice to holders of the bonds convertible into new shares and/or exchangeable for existing shares (OCEANE) issued on 23 March 2021 (ISIN FR0014002JO2) (the“Bonds”) in relation to a Change of Control constituting a Put Event
Capitalised terms not otherwise defined in this notice shall have the meaning given to them in the terms and conditions of the Bonds (the“Conditions”).
The holders of the Bonds issued by Fnac Darty, listed on Euronext Access Paris, are hereby informed, in accordance with Article 1.9.1.5 and Article 2.9 of the Conditions, of the occurrence of a Change of Control. This is the Put Event Notice in relation to such Change of Control.
The nature of the Change of Control and circumstances giving rise to it are as follows:
Pursuant to the results of the voluntary tender offer on the shares and Bonds of Fnac Darty filed by EP FR HoldCo which were published by the AMF on 10 November 2026, EP FR HoldCo holds (together its affiliate VESA, with whom it is acting in concert) with 69.3% of the share capital and theoretical voting rights of the Company, resulting in a Change of Control, it being specified that EP FR HoldCo already held, by way of assimilation through its affiliate VESA, 28.45% of the share capital and theoretical voting rights of the Company prior to the opening of the tender offer.
Fnac Darty reminds the Bondholders of the timetable and procedure for the exercise relating to the early redemption option of the Bonds.
Each Bondholder will have the right to require the early redemption on 18 December 2026 (the“ Optional Redemption Date”) in whole or in part of the Bonds held by it at a price per Bond equal to the Early Redemption Price (as defined below) (the“ Put Event Option”), provided that the Put Event Option is exercised during the period of at least fifteen (15) Business Days commencing on and (including) the date on which this Put Event Notice is given, i.e., from 13 November 2026 (included) until 11 December 2026 (included) (the“ Put Option Period”).
To exercise the Put Event Option, each Bondholder must transfer (or cause to be transferred by its Account Holder) its Bonds to be so redeemed to the account of the Centralising Agent (now Uptevia) (which details are as follows: Uptevia Euroclear participant 023 email: ... ), for the account of Fnac Darty together with a duly signed and completed notice of exercise in the form attached hereto as Schedule 1 (the“ Put Option Notice”). The Put Option Notice shall (i) be delivered by each Bondholder to its Account Holder and (ii) be required to be received by the Centralising Agent, in each case on or before the last day of the Put Option Period, it being specified that the Put Option Notice shall be deemed to have been so received by the Centralising Agent on the day on which the last of the two conditions (a) and (b) below is satisfied (and further provided that if any such condition is satisfied on a day which is not a Business Day, or after 5:00 p.m. (Paris time) on a Business Day, it shall be deemed to have been satisfied instead on the following Business Day):
(a) the receipt by the Centralising Agent of the Put Option Notice sent by the relevant Account Holder in the books of which the Bonds are held in a securities account;
(b) the transfer of the Bonds to the Centralising Agent by the relevant Account Holder.
For the avoidance of doubt, any Put Option Notice that is so received (or deemed to be so received) by the Centralising Agent after 5:00 p.m. (Paris time) on the last day of the Put Option Period (being 11 December 2026) shall be deemed to be null and void.
The Optional Redemption Date for the Bonds has been set at 18 December 2026 at a price per Bond equal to €81.17985 (the“ Early Redemption Price”), comprised of the par value (i.e., €81.03), plus accrued interest of €0.14985. Redemption will be made in cash.
Once validly presented by a Bondholder to its Account Holder, the early redemption request will be irrevocable, and Fnac Darty will be bound to redeem on the Optional Redemption Date all the Bonds included in each request so forwarded to the Centralising Agent.
As of the date of this Put Event Notice, €45,708,860.94 in aggregate nominal value of the Bonds remain outstanding.
For the avoidance of doubt, Fnac Darty reminds the Bondholders that the early redemption of their Bonds in accordance with the terms of this Put Event Notice is a separate procedure from the tender of their Bonds into the reopened voluntary tender offer filed by EP FR HoldCo.
Investor Relations Contact: ...
Schedule 1
Put Option Notice
To:
[ [●]
[Address]
Attention: [●]
Email: [●]]
(the“ Account Holder”)
[●] 2026
Dear Madam, Dear Sir,
We refer to the put event notice dated 13 November 2026 (the“ Put Event Notice”) issued by Fnac Darty SA, relating to the timetable and procedure for exercising the put option on the bonds convertible into new shares and/or exchangeable for existing shares (OCEANE) issued on 23 March 2021 (ISIN FR0014002JO2) (the“ Bonds”), and to the terms and conditions of the Bonds (the“ Conditions”).
Capitalised terms not otherwise defined in this notice shall have the meaning given to them in the Conditions.
Through the Put Event Notice we were informed, in accordance with Article 1.9.1.5 and Article 2.9 of the Conditions, of the occurrence of a Change of Control, and therefore, our right as Bondholder to require the early redemption on the Optional Redemption Date of all or part of the Bonds held by us (the“ Put Event Option”), provided that the Put Event Option is exercised during the period of at least fifteen (15) Business Days commencing on and (including) the date on which the Put Event Notice is given, i.e., from 13 November 2026 (included) until 11 December 2026 (included) (the“ Put Option Period”).
By this letter (the“ Put Option Notice”), we confirm our wish to have redeemed [number of bonds redeemed] Bonds owned by us and to transfer them to the account of the Centralising Agent (UPTEVIA) (which details are as follows: Uptevia Euroclear participant 023 email: ... ) for the account of Fnac Darty.
We hereby request that, as soon as practicable upon receipt of this Put Option Notice and in any event before 5:00 p.m. (Paris time) on the final Business Day of the Put Option Period, in your capacity as Account Holder, you transfer such [number of bonds redeemed] Bonds owned by us to the account of the Centralising Agent and notify the Centralizing Agent of our exercise of the Put Event Option according with the terms of this Put Option Notice (including by delivering any copies of this Put Option Notice to the Centralizing Agent).
Payment in respect of any such Bond may be made by transfer to the following bank account, it being specified that such bank account is a Euro account with a bank in a city in which banks have access to the TARGET2 System:
Name of holder: [●]
Address of holder: [●]
IBAN: [●]
BIC: [●]
We also hereby acknowledge that this Put Option Notice is irrevocable.
Comments
No comment