Ivry-sur-Seine, September 19, 2016
Supplemental information now available
In connection with the consummation of the acquisition of the issued share capital of Darty plc by Groupe Fnac SA (" Fnac ") which took place on September 12, 2016, and following a recently-announced notes issue, Fnac provides the following information relating to Fnac and Darty plc:
A copy of this information (Exhibit A) is available on Fnac's website on http://www.groupe-fnac.com/en/assets/Supplemental-information-now-available.pdf
+33 (0)1 55 21 18 63
This announcement and Exhibit A do not constitute an offer to sell or issue, or the solicitation of an offer to buy or subscribe for, securities in the United States within the meaning of the U.S. Securities Act of 1933, as amended (the " Securities Act "). The notes have not been, and will not be, registered under the Securities Act. The notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. Any public offering of securities to be made in the United States will be made by means of a prospectus that may be obtained from the issuer or the selling security holder and that will contain detailed information about the company and management, as well as financial statements.
This announcement and Exhibit A do not constitute nor shall it, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Directive 2010/73/EU of the Parliament and Council of November 4, 2003 as implemented by the Member States of the European Economic Area (the " Prospectus Directive ").
This announcement and Exhibit A do not constitute or form part of an offer or solicitation of an offer to purchase or subscribe for securities in France. The notes have not been and will not be offered or sold to the public in the Republic of France (" offre au public de titres financiers ") within the meaning of Article L. 411-1 of the French Monetary and Financial Code ( Code monétaire et financier ) and Title I of Book II of the Règlement Général of the French financial market authority ( Autorité des marchés financiers , the " AMF ").
The notes may only be offered or sold in the Republic of France pursuant to Article L. 411-2-II of the French Monetary and Financial Code to providers of third party portfolio management investment services ( personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers ) and/or qualified investors ( investisseurs qualifiés ) acting for their own account and/or a limited group of investors ( cercle restreint d'investisseurs ) acting for their own account, all as defined in and in accordance with Articles L. 411-1, L. 411-2 and D. 411-1, D. 411-4, D. 744-1, D. 754-1 and D. 764-1 of the French Monetary and Financial Code.
The distribution of this announcement and Exhibit A into certain jurisdictions may be restricted by law. Persons into whose possession this announcement or Exhibit A come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement and Exhibit A may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding Fnac's or its affiliates' intentions, beliefs or current expectations concerning, among other things, Fnac's or its affiliates' results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and that Fnac's or its affiliates' actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this announcement and Exhibit A. In addition, even if Fnac's or its affiliates' results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this announcement and Exhibit A, those results or developments may not be indicative of results or developments in subsequent periods.