Having received an acceptable anti-trust clearance from the French Competition Authority, Fnac declared its offer for Darty unconditional in all respects on 20 July 2016 and its acquisition of Darty plc is now complete. The shares in Darty plc have been de-listed from the London Stock Exchange as expected.
Darty plc has now become a Limited company and remains the Comet Pension Scheme’s principal employer. The ultimate parent company of both Darty and the Scheme trustee company, Comet Trustee Limited, is now Groupe Fnac.
The discussions with Groupe Fnac referred to in the Updated Announcement below are expected to continue for several months. In the meantime, the Scheme continues to receive the contributions due from Darty in accordance with the agreed Schedule of Contributions and work on the latest triennial valuation as at 31 March 2016 has commenced.
The Trustee will continue to keep members informed via this website as and when there is anything new to add. We will be writing to members with a regular annual update later in the year as usual.
Chairman of the Trustee Board
Updated Announcement – Fnac
On 18 May 2016 Groupe Fnac (“Fnac’) issued to Darty plc (“Darty”) shareholders its offer document confirming the terms of its Third Increased Final Offer (“the Final Offer”).
Fnac’s Final Offer of 170p in cash per Darty share (with a Partial Share Alternative) was announced on 25 April.
In its Final Offer document Fnac made the following statement in respect of the Comet Pension Scheme – referred to for the purposes of the offer document only as the “Darty Pension Scheme” -
‘Fnac does not intend the Proposed Acquisition to have an impact on the level of Darty’s contributions (namely, deficit recovery contributions) currently payable to the Darty Pension Scheme prior to completion of its next triennial valuation process (to be concluded within 15 months of 31 March 2016), after which a new deficit recovery plan will be agreed with the trustees of the Darty Pension Scheme, or on the benefits previously accrued and payable under that scheme. The Darty Pension Scheme is already closed to new members and to future accrual of benefits. In addition, Fnac will provide a guarantee from an appropriate entity on terms no less favourable than the terms of the current Darty Pension Scheme guarantee and put in place information sharing arrangements on similar terms to Darty’s current arrangements.’
On 31 May 2016 Darty issued a circular to the Darty shareholders confirming the Board’s unanimous recommendation of Fnac’s Final Offer.
In the period between 25 April and 31 May the Scheme Trustee communicated with both Darty and Fnac about the impact of the intended transaction on the future funding of and sponsoring employer’s (Darty’s) covenant strength. As at 31 May the discussions with both parties were still in progress.
The following Opinion of the Trustee on the impact of the intended transaction was included in the Darty circular and reflected the status of the discussions at that time -
‘The sponsoring employer of the Darty Pension Scheme is Darty. The strength of the covenant of Darty to the Darty Pension Scheme relies upon the ongoing trading and balance sheet of Darty and its subsidiaries.
Following the announcement of the Offer, the trustee of the Darty Pension Scheme (the “Trustee”) has been in discussions with Darty and the bidder, Fnac, to understand the potential implications of the Proposed Acquisition with a view to protecting members’ interests. In particular, it is seeking to ensure that the covenant supporting the Darty Pension Scheme is protected.
Under the terms of a current guarantee Darty is obliged to procure an ultimate holding company co-guarantor following a change in group structure. The Trustee has been informed that it is the intention of Fnac to provide a guarantee from an appropriate entity on terms no less favourable than the current guarantee; and also to put in place information sharing arrangements similar to Darty’s current arrangements. The Trustee will take into account the position in the new group structure of the guarantor and the terms of the guarantee to be offered in their assessment of the impact of the transaction on the covenant.
Discussions, and the Trustee’s assessment of the impact of the Proposed Acquisition on the covenant, remain in progress, and the Trustee is not yet in a position to comment on the impact of the Proposed Acquisition on the covenant.
Throughout the process of the Proposed Acquisition and after its conclusion the Trustee will continue its discussions with Darty and Fnac. The Trustee will be writing directly to members of the Darty Pension Scheme to update them further on these discussions once these have progressed to an appropriate point. ‘
The Trustee remains in discussions with both parties. However, we do not expect to reach any firm agreement with Fnac until after the intended transaction is completed. The Final Offer is open for initial acceptances until 1.00pm on 15 July; and is conditional on receipt of anti-trust clearance from the French Competition Authority. It is expected that clearance will be received in July 2016 and unconditional completion of the transaction in August 2016.
The Trustee will update this website again when there is something new to say.
Chairman of the Trustee Board
The Comet Pension Scheme (the Scheme) was closed to new joiners on 1 April 2004; Pensionable Service was ended on 30 September 2007; and closed to all forms of accrual on 3 February 2012.
The Scheme is often referred to as a 'final salary' or 'defined benefit' scheme. This means that your pension is based on the number of years that you were a contributing Scheme member, until 30 September 2007 at the latest (when the Scheme closed), and how much you were earning when you left the Service of Comet Group plc or Kesa Electricals plc, now Darty plc.
The Scheme also provides benefits for your dependants after you die.
The Administrators of the Comet Pension Scheme are called Punter Southall. If you have any questions about the scheme, you may contact their helpline number on 0118 313 0700.