EP Group Owns 69.3% of Fnac Darty and Reshapes Board
Key Facts
Fnac Darty said in a statement on 13 November that EP FR HOLDCo, controlled by EP Group, now owns 69.3% of the company’s capital and theoretical voting rights, following the results of the takeover offer. Reaching this stake changed control of the group, and the board met the same day to adapt governance to the new shareholder structure. The decisions included reshaping the board and revising the allocation of leadership and committee responsibilities. The board now has nine members, including four independent directors and one employee representative. The changes give the new controlling owner a decisive presence in the governance structure, while independent directors and an employee representative remain in place.
The board decided to combine the roles of chairman and chief executive, appointing Enrique Martinez as chairman while he remains chief executive. Martinez will therefore lead the body overseeing governance while also managing the company’s executive operations. Martinez said the offer had been unanimously recommended by the board, welcoming its outcome and the support shareholders had shown for EP Group’s project. He added: "I look forward to working with the new controlling shareholder." Martinez had described the offer’s outcome as successful, while Daniel Kretinsky said EP Group was committed to supporting the company’s continued development and growth.
The board reorganized its committees by establishing a single committee for compensation, appointments, governance, and social and environmental responsibility. The new committee replaces the former appointments and compensation committee and the social and environmental responsibility committee, bringing the four areas under one framework. The board retained its audit and strategy committees. The company said these steps were part of adapting governance to the new shareholder structure following the transfer of control. The committee changes complete the board reshaping and the combination of its chairmanship and executive management roles.
The new control followed an offer that ran from 12 May to 9 November 2026, during which Fnac Darty shares and OCEANE bonds were tendered to the bidder. The company said 12,131,427 shares and 525,798 bonds were tendered during the initial acceptance period. The offer was conditional on the bidder, alone or in concert with other parties, exceeding 50% of the capital or voting rights at the end of that period, a threshold the company said had been met. The offer was reopened from 12 to 25 November for shareholders and bondholders who had not accepted it, on the same terms. The terms set the share price at 35 euros after payment of the 2025 fiscal-year dividend of 1 euro per share on 5 June 2026, and the OCEANE bond price at 81.16 euros.
EP Group affirmed its intention to keep Fnac Darty shares listed on the regulated market of Euronext Paris. The company said the board and management team would continue to implement a strategy based on an omnichannel model, expansion of services, digital transformation and sustainability. The group has been Fnac Darty’s largest shareholder since 2023 through its subsidiary VESA Equity Investment. In a previous assessment, the company said its relationship with the shareholder had helped complete the acquisition of Unieuro. This background places EP Group’s move from largest shareholder to controlling shareholder within an existing relationship between the two parties, according to the company’s statements.
The upcoming dates include two separate windows for OCEANE bondholders. They may request early redemption on 18 December 2026, provided they exercise the option between 13 November and 11 December. The company set the early redemption price at 81.17985 euros per bond. This price differs from the offer price of 81.16 euros per bond during the reopening period through 25 November. In earlier results preceding the board change, like-for-like revenue grew 1.8% in the third quarter and 1.1% in the first nine months of 2026, while gross margin rose 40 basis points; the company also confirmed its outlook.