21st Nov 2012 07:00
21 November 2012
Proposed disposal of the operations of Darty Italy
Darty plc (the "Group") announces today that through its subsidiary Kesa Sourcing Limited (the "Company") it has entered into an agreement with Italian electricals retailer DPS Group s.r.l. ("DPS"), to contribute its 20 stores and staff together with a cash contribution of €3 million for a 15 per cent share of DPS's share capital. The Company will retain responsibility for closure of the Darty Italy head office. The cost of closure along with certain working capital adjustments on completion is expected to cost around €11 million. The agreement is subject to approval of the Group's Ordinary Shareholders, plus union consents and is expected to complete at the end of February 2013.
Alan Parker, Chairman of Darty plc, said:
"We have made good progress this year in reducing the losses in Italy through the closure of underperforming stores. However the current business is sub-scale, operating in a difficult market with the achievement of a profitable market position highly unlikely in the medium term. The Board believes that this agreement provides a new approach for the Group in Italy which both safeguards a significant proportion of the trade and staff in a new partnership with DPS as it develops its position in the market, and is in the best interests of shareholders in delivering a more certain outcome than continuing to trade as a stand-alone, loss making business.
"The Board is committed to restoring shareholder value. As previously announced we commenced in the summer a review of the Group, its markets and operations and will report on our overall conclusions at our Half Year Results on 12 December."
Yves Di Benedetto, CEO of DPS Group s.r.l, said:
"At DPS we are proud to enter into this partnership with one of Europe's leading electrical retailers. We expect the synergies and opportunities coming from this agreement to strengthen our development in the Italian market."
For the year ended 30 April 2012 Darty Italy's revenue was €129.0 million and its operating loss was €55.7 million, with €36.0m of this loss attributable to impairment of all fixed assets and one-off costs related to store closures. Total retail losses since launch in 2005 to 30 April 2012 were €82 million. Following actions taken to restructure the business and the benefit of impairing the fixed assets last financial year, the expected retail loss for the year to 30 April 2013 is around €10 million.
The principal terms and conditions of the proposed sale are outlined in Appendix I of this announcement. A circular containing further details of the disposal, and including more specific information on these proposals and setting out the notice of the Extraordinary General Meeting will be sent to Ordinary Shareholders as soon as is practicable.
The Group will issue its Half Year Results on Wednesday 12 December 2012.
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About Darty plc
Darty group is a leading cross channel service led electrical retailer operating nearly 500 stores in nine European countries and achieving 11% of its products sales on the web. With more than 16,500 people, it generated an annual turnover of over €4 billion in 2011/12 through three operating segments: Darty (France), Other established businesses (which consists of Vanden Borre in Belgium, BCC in the Netherlands, and Datart in the Czech Republic and Slovakia), and Developing businesses (which consist of Darty Italy, Darty Spain and Darty Turkey). Its ordinary shares are listed with the UK Listing Authority and trade on the market for listed securities on the London Stock Exchange under the symbol DRTY.L. It is also listed on the Premier Marche of the Paris Stock Exchange.
For further information, please visit the company's website, www.dartygroup.com.
Information on Darty plc
The Group's business comprises: (i) Darty in France, (ii) BCC in the Netherlands, Vanden Borre in Belgium and Datart in the Czech Republic and Slovakia (together, the "Other established businesses"), and (iii) Darty Italy, Darty Turkey and Darty Spain (together, the "Developing businesses"). As at 30 April 2012, the Group's business operated through 485 stores throughout Europe.
Principal products sold by the Group are categorised as white, brown and grey electrical goods and related accessories. White goods include large and small sized domestic appliances, brown goods include vision and audio products and grey goods include telecommunications and multimedia products.
The Group's strategy is to push market differentiation through the Darty concept, grow profitable cross channel sales and operationally leverage the Group's size.
The Group's revenue for the year ended 30 April 2012 was €4,025.7 million and its operating loss was €5.9 million, of which €129.0 million and €55.7 million respectively were attributable to Darty Italy with €36.0m of the Darty Italy loss attributable to impairment of all fixed assets and one-off costs related to store closures. As at 30 April 2012, the Group had net liabilities of €117.0 million and gross assets of €1,449.4 million of which €(0.2) million and €30.7million respectively were attributable to Darty Italy.
Information on DPS
Wholly owned by the Piccinno family, DPS is an Italian chain of stores selling household appliances and consumer electronics, trading and co-owner of the Trony brand name. The business operates from 42 stores and two warehouses across Italy, with around 600 employees and has been operating in the Italian market since 1969.
This announcement is for information purposes only and does not constitute an offer or invitation to acquire or dispose of any securities or investment advice in any jurisdiction.
Overseas shareholders should inform themselves about and observe any applicable legal or regulatory requirements. If you are in any doubt about your position, you should consult your professional advisor in the relevant territory.
Appendix I
Principal terms and conditions of the disposal of Darty Italy
The Company will transfer to DPS its 20 trading stores as a contribution in kind under Italian law. The target date for completion is 28 February 2013 and all parties shall use their reasonable endeavours to achieve completion by that date.
On completion, DPS will issue 15 per cent of its enlarged share capital to the Company. Both parties have agreed that for a period of 24 months from completion, neither party can sell their shares. From 24 months after completion the Company has the option, but not an obligation, either to buy the balance of the shares it does not own from DPS or sell to DPS its share at the then market price. DPS will pay for the stock in the business on completion, no later than 6 months after completion. The final payment will be net of the €3.0 million contribution from the Company to cover the DPS costs of remodeling the transferred stores. The payment will also be reduced as the Company transfers to DPS all liabilities at completion relating to store employees and extended warranties.
DPS has provided irrevocable commitments from its banks to provide letters of credit on completion for the above final payment which is estimated to be less than €10m based on current forecasts.
Both parties have also agreed to enter into good faith negotiations between exchange and completion to negotiate a long-term sourcing arrangement for DPS to have access to the Group's OEM and licensed products and accessories for all its stores.
The disposal is conditional, amongst other things, on:
(a) the passing of an ordinary resolution by Ordinary Shareholders at Darty plc's Extraordinary General Meeting approving the disposal;
(b) the consultation procedure with the trade unions and the work councils relating to the contribution in kind pursuant to article 47 of Law no. 428/1990 having been completed; and
(c) DPS having delivered to the Company, by the Monday immediately preceding the closing date, the irrevocable letter of credit referred to above.
Related Shares:
DRTY.L