Fnac Darty Stock

Good afternoon, and welcome to Fnac Darty conference call. Mr. Enrique Martinez, CEO of Fnac Darty; and Jean-Brieuc Le Tinier, CFO, will moderate this call. The floor is yours.

Good evening, everyone. We are pleased to be with you tonight to comment our 2026 half year results. Particularly in France over the past few years, we have experienced several early heat waves of unexpected intensity. These episodes had an impact on many of us and naturally on our customers.

And I wanted to start by acknowledging the extraordinary dedication of our team during these exceptional weeks, especially our purchasing logistics stores teams and our home service technicians who intervene on products affected by the extreme heat. Everyone across the group worked tirelessly to step up and help our customers cope with these extreme temperatures.

Right, the agenda. I'm going to present the highlights of the first half of 2026. Then Jean-Brieuc Le Tinier, our Chief Financial Officer, will detail our financial results. And finally, I will return for the conclusion, and both of us will be available to answer your questions.

Slide #4, the highlights of H1. Our revenue grew by 0.6% on a like-for-like basis. This growth was driven by international operations, up 2.7%, while France declined by 0.7% due to a market that remains sluggish and a high comparison baseline. Activity was also driven by strong digital momentum, which I will elaborate on in a few moments. In a market that remains very fragile with solid recovery indicators in a few categories, yet still uncertain, particularly in France, we are pursuing the rollout of our Beyond Everyday plan. This has yielded significant effect on our gross margin rate, which expanded by 40 basis points to reach 29%.

The growth of our service business remains the key engine for growth and services are contributing very positively to improving this metric. Finally, as you already know, our main shareholder, EP Group, announced a tender offer for our company at the beginning of the year. After obtaining the required regulatory approvals, notably clearance from the AMF, the offer has been open since May the 12. Subject to receiving merger control approval from the European Commission, completion is expected in the second half of this year.

So, our first half of 2026 reflects positive transformation momentum and growth in services. In a moment, I will also return to the performance of online sales, which posted sustained growth and digital as a whole. Overall, commercial performance remains solid in an environment that remains challenging in France.

Slide #5 now. Since launching our new strategic plan Beyond Everyday in June 2025, we have rolled out numerous initiatives. I wanted to highlight 2 of them, which fall under the integration of Unieuro through synergies and the development of high value-added services. They are illustrated on Slide 5. First, a dual launch resulting from an expertise sharing between the group and Unieuro. First, the launch in France of a professional TV calibration service. This is the first directly inspired by the success of a similar initiative deployed at Unieuro in Italy. Conversely, Unieuro launched Digital F-Secure, it's very first subscription service offer inspired strongly by Fnac V Digital, which has been successfully offered in France in 2021.

Now second key initiative, we accelerated the integration of our own brands across the group. We previously announced our goal to pull expertise around private label products and licenses to optimize product offerings and better leverage existing group structures, particularly sourcing offices in Hong Kong and Shenzhen. Eighty group employees are dedicated to this business, which we have mastered over 20 years now. We work with approximately 190 suppliers worldwide and ship over 4,000 containers annually.

Since 2025, we have finally expanded our product offering with more than 1,300 new SKUs, and we confirm our target to increase sales by EUR 300 million by 2030, doubling compared to 2024. These examples illustrate that Unieuro's integration is progressing successfully, and we confirm our target of delivering at least EUR 20 million in synergies by the end of this year.

Moving on to Slide #6. Now we are going to talk about digital performance. So, regarding digital, as I mentioned earlier, we continue to accelerate, as shown on Slide 6. with a selection of significant key metrics. Our online sales grew by 4% in the first half of the year and now represent 21% of total group sales. Click & Collect sales are growing and now account for nearly 50% of total group online sales. This confirms once again the relevance of our omnichannel strategy, especially when foot traffic in city center stores was impacted by the heat wave.

The use of AI in purchasing behavior, while still marginal today is accelerating rapidly. We pay close attention to ensuring strong visibility in LLM models, which already influence more than 3% of our gross merchandise value on our platforms. Our marketplace delivered strong performance in H1 with GMV increasing by 15% (sic) [18%] over the period. The business or the activity within our Reverse Marketplace is also showing very strong growth.

Finally, we are accelerating the deployment of Weavenn, the joint venture created with CEVA Logistics. Weavenn offers a unique fully integrated solution, combining best-in-class marketplace tech solutions with high-performing fulfillment for multichannel retail. Now since its launch, Weavenn has collected over 100 marketplaces across Europe and processed around 1 million orders. Overall, for technical products, 1/3 of units stores on Fnac Darty's and marketplaces are powered by or fulfilled by Weavenn.

Moving on to the next slide, Slide 7, to conclude my section. I wanted to briefly review the ongoing tender offer by EP Group and provide a quick update on the timeline. I have already noted that EP Group's offer aligns with the solid partnership built together over several years. It represents a key new milestone supporting the acceleration of our Beyond Everyday strategic plan.

So, moving on to Slide 8, the illustrative timetable shows all the steps already completed as well as the final milestone before closing the offer. We are still awaiting merger control approval from the European Commission. Now we are working on it, though we have not yet formally notified Brussels to date. Subject to obtaining this clearance and if successful, the offer should reopen for a period of at least 10 trading days.

I will now hand over to Jean-Brieuc Le Tinier, our CFO, who will walk us through our financial results in detail.

Thank you, Enrique. Good evening, everyone. As Enrique mentioned in his opening remarks, group revenue increased by over 0.6% on a like-for-like basis during the first half, driven by the strong performance of the rest of Europe in our online sales. Online sales now account for more than 21% of revenue over the period and grew by more than 4%. Click & Collect remains the cornerstone of our omnichannel model with nearly 1 out of every 2 online orders collected in store.

Slide 10. Let's look at our performance by product category. The categories highlighted in green are those that delivered the strongest growth. Let me start with home appliances. Small domestic appliances benefited in particular from innovation in the Beauty and Home Care segments. Large domestic appliances also proved resilient, supported in particular by the 2 heat waves in May and June, which boosted demand for products related to thermal comfort. Services and diversification continued their positive momentum and remained on a growth trajectory.

Overall, consumer electronics recorded growth, although performance varied across categories. The personal computer market continued to benefit from the replacement cycle driven by the end of Windows 10 support as well as a new post-pandemic renewal cycle. Television sales accelerated, particularly in June, posting double-digit growth, supported by the FIFA World Cup. By contrast, mobile phones highlighted in red on the slide as well as audio and photography products posted a slight decline.

Editorial products also declined, reflecting a subdued book market. And like in previous years, there were no major publishing releases during the period. By comparison, last year's sales were significantly boosted by the success of the Housemaid book series. Gaming was affected by a negative comparison base. As a reminder, the second quarter of '25 benefited from the highly successful launch of the switch to console. Looking ahead, the second half will be marked by the release of GTA VI and that will be the most eagerly anticipated video game of the decade.

Turning now to Slide 11. Let's review the group's performance by geography. France, which accounts for 58% of the group's total revenue was broadly stable with like-for-like revenue down just 0.7%, compared with the first half of '25. The consumer environment in France remains challenging. Nevertheless, we delivered a solid performance that significantly outperformed the overall market trend based on the latest Banque de France data, published at the end of May. As a reminder, June data are not yet available.

In the rest of Europe, which now represents more than 40% of the group's total revenue, business remains strong with like-for-like revenue increasing by nearly 3%. Italy delivered growth with strong momentum across all sales channels and product categories. Belgium grew by nearly 6%, gaining market share in a favorable consumer environment. Portugal recorded 9% growth, driven by the strong performance of both brands and the successful rollout of the Darty brand. Spain posted growth of nearly 2%, driven by in-store sales. It is also worth noting that stores refurbished in '25 are delivering particularly strong performances. Finally, in Switzerland, revenue declined by 1.9%, reflecting the weaker book market and the negative comparison base in gaming.

Turning to Slide 12. Our gross margin also improved, increasing by 40 basis points compared with H1 '25. This improvement primarily reflects the continued expansion of our services business whose contribution to value creation continues to grow. The continued rollout of Darty Max remains a key driver of improvements in our business mix and further validates our strategy focused on recurring revenue streams. Our product mix was also favorable during the period with higher sales in higher-margin product categories. In addition, the impact of franchise operations on our gross margin has now become negligible.

Let me now turn to the other components of the income statement on Slide 13. As I've just highlighted, our gross margin rate improved as of the end of June. Operating expenses amounted to EUR 1.325 billion in H1 '26, up EUR 23 million compared with H1 '25. Overall, costs remain well under control despite higher expenses, particularly logistics costs associated with a strong level of business toward the end of the half year. The many efficiency initiatives implemented across the group, nevertheless offset the vast majority of inflationary cost pressures.

Recurring EBITDA reached EUR 197 million at the end of June '26, an increase of EUR 4 million year-on-year. Recurring operating income, ROI came to a loss of EUR 34 million compared with a loss of EUR 38 million at the end of June '25. This improvement of nearly 10% reflects the group's ability to preserve both margins and cost discipline despite a subdued consumer environment. The integration of Unieuro is progressing very well. We have successfully implemented our initiatives, both in terms of procurement synergies and sourcing and reaffirm our target of delivering EUR 20 million of synergies by the end of '26.

As Enrique mentioned earlier, we have also begun deploying each other's areas of expertise since the beginning of the year. Nonrecurring items amounted to a net expense of EUR 16 million. The EUR 5 million (sic) [ EUR 6 million ] increase compared with last year, mainly reflects restructuring costs related to workforce and organizational adjustment plans in France and internationally. As a result, operating income came to a loss of EUR 51 million for the first half, broadly stable compared with last year.

Net financial expense amounted to EUR 62 million, an increase of EUR 7 million compared with the end of June '25. This change mainly reflects the group's new financing structure as well as one-off financial income recognized in the first half of '25 following the early redemption of the OCEANE convertible bonds in March '25. After recognizing a tax benefit of EUR 28 million, net income from continuing operations attributable to the group amounted to a loss of EUR 82 million.

Let us now move on to the analysis of free cash flow at the end of June, shown on Slide 14. Operating free cash flow, excluding IFRS 16 amounted to negative EUR 793 million compared with negative EUR 845 million as of June 30 of '25, in line with our expectations. The improvement was primarily driven by better working capital performance. As a reminder, working capital is highly seasonal and typically reaches its lowest point in June. Operating capital expenditure totaled EUR 74 million as of June 30, '26, fully in line with our Beyond Everyday target of investing around EUR 200 million per year on average through to 2030.

The group's financial position remains healthy and robust, as you can see on Slide 15. Gross financial debt, excluding IFRS 16, amounted to EUR 1.253 billion and includes our 2 outstanding debt instruments, the remaining OCEANE convertible bonds and the European Investment Bank loan. At the end of June '26, the group reported a net cash position of EUR 516 million, complemented by EUR 600 million of undrawn committed credit facilities comprising the revolving credit facility and the DDTL. As a reminder, these undrawn facilities fully covered both our '29 refinancing requirements in terms of amounts and our 2032 maturity profile. Accordingly, net financial debt, excluding IFRS 16, stood at EUR 737 million at the end of June 2026.

Finally, the rating agencies, S&P Global, Fitch Ratings and Scope Ratings currently rate the group BB+, BB+ and BBB-, respectively. In early June '26, S&P revised its outlook to positive from stable. This reflects the potential for an upgrade of Fnac Darty's credit rating over the next 6 to 12 months, should EP Group's acquisition be successfully completed. Fitch Ratings and Scope Ratings continue to maintain a stable outlook. Overall, we continue to benefit from a strong long-term liquidity profile.

With that, I will now hand over back to Enrique for the concluding remarks.

Thank you, Jean-Louis. On Slide 7, you see that we have the ability to make progress even when we are in a challenging environment, especially in France, thanks to the diversification of our service operations and to the growing contribution of the international business. So, we would like to confirm our objectives for the 2030 plan and the one given 2026, we confirm our expectations of growth in our recurring operating margins. And I would like to thank you for your attention, and we are now available for your questions.

[Operator Instructions] Question in English. , Bloomberg Intelligence.

This is La from Bloomberg Intelligence. I have a couple. First of all, I'd like to ask you whether you've noticed the increasing prices of memory chips and whether that affects your inventory planning, especially in terms of bringing inventory forward? That will be my first question. And then the second one, with the acquisition by the Kretinsky Group is going ahead, are you -- and upon the approval from the European Commission, are you looking to delist following the acquisition? Or will you remain trading?

We understood your question. So, regarding the price, well, there were a few announcements made by the industry. It was a little bit disorganized, but it is -- well, we can see that there is going to be a price increase in the months to come because of the price increase of the components. At the moment, it doesn't have a significant impact, but quite a few manufacturers such as Apple and others have made announcements. They said that there were going to be a price increase. Now it doesn't have any impact on our inventories yet. We can't make any comments here because we are not aware of the quantity of the amount or the volume of the increases, but we are likely to see a price increase for a few product categories, and it can have potentially an impact on global sales. But it's too early to say because we do not know what it's going to look like yet. It can have -- it could have a limited impact on the products.

Regarding the operation, it is an ongoing operation. We are waiting, as we said, for the go-ahead of the European competition authorities, which is pending for the second half of the year. We are waiting for the results of the operation. And no matter the result, we would not be delisted for at least 12 months. This was a commitment. For 12 months, the listing will continue. As for the future, well, we will see. Time will tell. However, number one, we need to know the success rate of the offer. And second, there is a 12-month period, which cannot change, and we will remain listed for at least 12 months.

Can I ask a follow-up? So on the first question regarding the inventory pull forward, if you do -- if you are seeing the prices increasing by the likes of Apple that you mentioned, do you have a strategy in place whether you're going to pass through the price increases to the consumer, whether you're going to be cutting margin or any kind of impact you're foreseeing for the next 6 months?

Thank you for your question. Well, this is an industrial secret that we can't reveal today. First, we do not know by how much the prices are going to increase. Obviously, given the margin level, well, there is going to be an impact on the sales price, that is sure. And now in terms of strategy, in terms of this is part of our industrial strategy that we can't reveal. But no matter -- either way, we are going to work with the whole of the industry to maintain an offer that is balanced and that can address the needs of all of our consumers no matter their purchasing powers. So, there might be some arbitrations to do, but we are going to work with the whole of the industry to be able to continuously offer the best offer to the customers independently of inflation, which can go up and down.

BC Market Solutions.

I have a couple of questions. Number one, inflation in macro IT. Your competitor that focuses on the gaming market shows an increase in RAM memory prices. So maybe I missed the boat, but on that field, what's the impact of inflation in H1? And should we expect a drop in volumes due to the increase in prices? And my second question is more general. Regarding the French market, despite a continued strong sales performance, profit margin was stable in France in 2025 as well as in H1 '26. Do we need to restore top line growth in order to restore profit growth in the next few quarters?

Let me answer the first question first. Jean-Brieuc Le Tinier you can answer question number 2. We kind of touched upon that previously. Yes, both sector anticipates significant inflationary pressures in the next few quarters. This has yet to materialize, but we are staying ahead of the curve, and we anticipate a future supply cycles. So we expect things to shift in the second half of the year, and we're working with the rest of the industry to find the right balance between the impact on prices have increased inflation. So we're trying to find the right balance between the interest of our customers and their purchasing power. So we'll see whether or not our forecast do materialize in H2 and whether or not this has an impact on volume adjustments, but it's too soon to tell. And a lot of major manufacturers have anticipated this impact, but very few have, as a result, increased their prices for the next half year.

Now it is usually in H2 that most products are launched. And it will depend on the launch price of those products, whether we do see a shift in industry-wide. Now regarding profit margin in France, it is stable, which is good already. We have fixed costs in our line of business. We have inflation. And revenue is down by 0.7% over the half year. So we are able to maintain our profit margin as well as our EBIT and our recurring operating income. In order to restore significant EBIT growth and margin growth in France, we need to focus on services. And also, we also need to focus on our top line growth. We're able to improve our recurring operating income, thanks to international operations. An integration of Unieuro is helping a lot. This helps us to derisk our footprint in France, which was very significant prior to the acquisition of Unieuro. Thank you.

[Operator Instructions] No more questions at this time. Over to the speaker for the conclusion.

Thank you all very much for your kind attention, and I look forward to speaking to you again in October for our next call to analysts. Thank you.

Good evening, and welcome to this conference call for Fnac Darty. Mr. Jean-Brieuc Le Tinier the Chief Financial Officer, will be facilitating this call. Over to you, sir.

Thank you very much. Good evening, everybody. Thank you for attending our conference call for the presentation of activity for the first quarter 2026. Tonight, I'm joined by the Investor Relations team, Domitille Vielle and Laura Parisot. I'll be presenting our results, and we will then take your questions. On Slide 2, you can see the key elements for the first quarter that we will be detailing throughout this presentation.

Our group's revenue has been up by 1% on a like-for-like basis on the quarter, driven by the very good performance of the rest of Europe and of our sales online. Our gross margin is also up with a 10 basis point improvement against the first quarter of 2025. The improvement of subscription services, particularly Darty Max has offset a negative product mix. Indeed, some categories that are strong contributors to the group's gross margin have been declining throughout the period like book sales, for example.

Of course, we'll come back to EPs Group's public tender offer that was filed on the 10th of March 2026 with the AMF French Financial Market Authority, which should be completed in the second half of 2026. On Slide 3, as I said in my opening remarks, Fnac Darty reported in the first quarter revenues that are up by 0.9% on a like-for-like basis. Our online sales amount to 22% of the revenues for this period and are up by more than 5%.

Click & Collect, which is a key metric of our performance, accounts for half of our online sales this quarter. Now if we look at our performance by category, the positive signals observed at the end of 2025 on the sales of domestic appliances are still there. Small domestic appliances are still showing a good performance and large domestic appliances are growing again.

Technical products are also improving, thanks to good sales in computers with the renewal cycle of pieces sold during COVID, the end of Windows 10 support, but also the highly anticipated launch of the new Apple range. This offset the lower performance of telephony and television. The Football World Cup, however, should have a positive impact for the next quarter. Services and diversification are continuing to show positive momentum and are still growing. Last, digital products are on the wane due to particularly inactive book market at the start of the year.

Now let's look at the detail of the group's performance by geographical area. France, which accounts for 60% of the group's total revenues is almost stable at plus 0.1% like-for-like basis against the first quarter 2025. The consumer context in France remains challenging, will still perform well and much better than the market trend according to the [indiscernible] figures that were published at the start of the week.

In the rest of Europe, that accounts 40% of the group's total revenues, activity is faring well with our revenues up by 2% on a like-for-like basis. Italy is slightly growing on a like-for-like basis. Domestic appliances sales have been declining. It is worth mentioning that we have an impact due to the unfavorable comparative baseline for gaming. Belgium is up by 3.2% like-for-like basis, driven by good momentum for online sales.

Portugal is up by 9.8% on a like-for-like basis, driven by the momentum of in-store sales and services for Fnac and Darty likewise. Stores that are operating under the Darty brand since end of 2025 have performed really well. Spain is also improving, plus 5.5% on a like-for-like basis, driven by the very good momentum of stores. The stores that were refurbished in 2025 have posted outstanding results. Last, Switzerland, where activity is slightly on the wane, minus 1.1% like-for-like basis, mainly impacted by the decline of the Greek market.

Now Slide 4, a few words on the current public tender offer. As you know, EP Group announced a cash offer for Fnac Darty share -- Fnac Darty shares. EP Group is our main shareholder. Has been our main shareholder since 2023 and has coordinated with its subsidiary, VESA that holds 28.5% of our share capital.

The proposed offer is subject to the mandatory success threshold of 50% of the share capital of voting rights as set out in the AMF general regulation. EP's offer is the logical [ confirmation ] of the strong partnership we have forged together over the past several years. It is a key milestone to support the acceleration of our strategic plan beyond every day.

In the current environment, marked by profound shifts in consumer expectations and behavior, the support of a stable long-term shareholder is a significant assets. Last, I'd like to point out that our payout policy remains unchanged with a payout ratio in excess of 40%, which we confirmed in February with a dividend of EUR 1 per share, which will be put to the general meeting on the 27th of May.

Besides, EP Group does not intend to implement a squeeze-out procedure at the end of the offer. After reviewing the draft response notes and taking note of the findings of the [indiscernible] consultancy that acts as an independent expert, which confirmed the fairness of the financial conditions of the offer and the recommendation of the ad-hoc committee, the Board of Directors unanimously issued a favorable reasoned opinion.

The Board considered that the offer was in line with the interest of the company, its shareholders and its employees. Besides, the Board also found that the implementation of this project would offer liquidity opportunity, an immediate liquidity opportunity to shareholders who are interested with a price of EUR 36 per share that will be attached with a 2025 dividend that will be attached, which would account for a 90% premium over the last closing price before the announcement of the offer and 24% and 26% price on the VWAP, 1-month and 3-month VWAP as well as the OCEANE bonds for a price of EUR 81.12 by OCEANE.

The Board also noted that maintaining the listing even if the conditions for mandatory squeeze out were met would allow shareholders who wish to do so to continue benefiting from Fnac Darty's potential. Shareholders who retain all or part of their shares will remain exposed to the company's risks, including the risk of reduced liquidity in the stock, depending on the number of shares tendered in the offer as well as share price fluctuations. On Slide 5, you can see the time line.

The offer was filed on the 10th of March and is currently being reviewed by the AMF. Foreign direct investment clearance in France for FDIs was obtained on March 26. We expect to launch the offer in the Q2 of 2026, subject to obtaining the AMF's approval and foreign investment control clearance the FSR. The offer is therefore expected to close following the receipt of antitrust clearance in the second half of 2026. Let's move on to Slide 6. In the current complex geopolitical context, our performance has demonstrated the group's resiliency.

At this point, we have not found any impact on our activity. In this regard, March is actually a marked improvement against the first two months of the year. Operationally, our supply chain remains robust. Our products are inherently nonseasonal. We maintain satisfactory inventories and their logistics flows already sail by the Cape of Good Hope for delivery to Europe.

However, we continue to monitor household confidence closely in this highly uncertain environment. As I said, we will put to the vote of the general meeting on the 27th of May, a EUR 1 per share dividend, which would be exited on the 3rd of June and paid on the 5th. Furthermore, as announced last January, we have begun the search for a partner for Nature & Decouvertes. We have already received preliminary expressions of interest, which gives us confidence in the process moving forward.

The finalization of documentation for potential acquired under [ WAN ] is expected to be shared with interested parties in the coming weeks. We confirm our objective for 2026, an improvement in our current operating margin and our free cash flow. And of course, we confirm the 2030 objectives of our Beyond everyday plan. Thank you very much for your attention. We are now ready to take your questions.

[Operator Instructions] Mr. Le Tinier, there are no questions.

Perfect. Well, thank you very much. I'll wrap up. Well, I'll remind you that regarding the time frame our General Shareholders Meeting will take place on the 27th of May, and we encourage you all to vote and see you again on the 22nd of July after closing of the market for our first half results. Thank you very much for your attention, and have a great evening.

Ladies and gentlemen, this is the end of today's earnings call. Thank you for taking part. You may now disconnect.

Good evening to all. I'm very pleased to be with you today to comment on our 2025 annual results, a defining year for the group, with, of course, the launch of the Beyond Everyday plan. I'll begin by presenting the highlights of the year, and then Jean-Brieuc, our CFO, will detail our financial results. The figures we're presenting today follow-on from the preview of the 26th of January after the EP Group tender offer. Lastly, I'll come back for the conclusion and will be available, both of us, to take your questions.

So if you're following the Slide #4, our revenues are up 0.7% on the year, notably driven by services, posting a double-digit growth across the majority of geographies. Trends and consumption, the situation is contrasted. We have a challenging consumption situation in France, notably in Q4. In this context, we're nevertheless up. It's a good performance that we believe 2 points above the market trend according to the figures published by the Bank of France at the end of January. The rest of Europe, we're delivering strong growth of plus 1.1%, driven by very good performance in Spain and Portugal. Our results are, therefore, solid with current operating income of EUR 203 million, that's 2% of our revenue, and a very solid free cash flow at EUR 145 million. As I said, Jean-Brieuc will return in detail on these figures in a few minutes.

We presented back in June 2025, our new strategic plan Beyond Everyday through 2030. This plan follows on the successful previous plan. Last year, as you know, early '26, EP Group, a leading shareholder through its subsidiary, VESA, announced the planned tender offer on our company. Over the years, we've built a trustful relationship with them. And we welcome this expression of interest.

Moving to Slide 5. After the success of our Everyday plan, Beyond Everyday projects us into the future, resting on 3 strategic pillars that we'll recall. To become the benchmark play on high value-added products and to accelerate the rollout of subscription services with circularity is the main focus. Secondly, define the market standards in terms of customer experience across all touch points. And lastly, develop our expertise with our partners and across all geographies through 2030. We've also defined ambitious objectives at group level and notably in financial terms with a growth of our operating margin to reach at least 3% in 2030 and cumulative free cash flow of at least EUR 1.2 billion over the period 2025, 2030.

Regarding the first pillar that's focused on the rollout of subscription services and circularity, we got specific indicators to measure our progress and reach our objectives. We're aiming for 4 million subscribers by the end of 2030. At the end of 2025, we've already reached 2.4 million subscribers. We aim a twofold increase of our revenue on 2nd Life offer. In 2025, we recorded growth of 24% over 2024 on the same offer.

Lastly, at the end of 2030, a contribution of service activities to our growth margin from 25% to 30%. We're already at 27% at the end of '25. That's a growth of 200 basis points over 2024. Develop the reflect of repair and purchase of the reconditioned products requires very proactive initiatives. To strengthen transparency on household products and to remove obstacles to 2nd Life products, early 2026, we launched the Digital Passport for large household products, and we aim for the deployment of 1 million products by the end of the year.

Moving to Slide 7. On Pilar 2 of the Beyond Everyday plan, we want to define the market standards in terms of customer experience across all touch points. This requires investing in our stores of the duration. We plan to renovate over 200 stores and to open 150 stores over the lifetime of the plan. This year, we've already reopened Fnac at Callao, center of Madrid, the new store of Barcelona transferred to the Ramblas, and the new Fnac in Dijon. For Darty, we've opened Rouen in the Docks 76 shopping center, still benefiting from the latest innovations. The momentum of openings will continue in Portugal, where, at the end of the year, we launched the Darty brand that we plan to develop. The brand is already benefit, great spontaneous recognition amongst household and consumer electronics in just a few months. Store traffic is up 4% and revenue is up 10% since the change in the brand.

Return to Pillar 3, we'll deploy our expertise with our partners and across all geographies. Online sales are up almost 6% in '25, with an increase in traffic and volumes, representing 22% of total group sales today. Click & Collect continues to confirm its success. It represents over 50% of our online sales. And we, in fact, have more than 9 million products recovered in stores in 2025. This figure shows the power of our model. We've seen a very dynamic activity in 2025 in our marketplace activities of the Reverse Marketplace, and our JV for logistics, weavenn, held equally, that's continuing to grow strongly. 2nd Life activities, both with Fnac and Darty represent an important share of this momentum. All in all, its sale growth of close on 10% on these channels.

A word of Unieuro integration. 2024, the acquisition of Unieuro in Italy was a defining deal for the group. Integration is progressing very well. [indiscernible], the French and Italian teams are working hand-in-hand on deploying the plan Beyond Everyday, both digital logistics with the new warehouse opened at Colleferro near Rome, renovation of points of sale and store openings. We're also developing large-scale Ledwall store windows for retail media we've done in France. The objective, at least EUR 20 million in synergies by the end of 2026 is confirmed and has already begun to materialize this year. Operating performance of Italy is very satisfactory and alone accounts for over 60% of the COI growth of the rest of Europe.

A word on the current takeover bid, and to conclude my section of Part 1, I'll return to the announcement of the EP Group that communicated on an all-cash offer for Fnac Darty shares. EP Group has been our major shareholders since 2023, and through its subsidiary, VESA, owns 28.5% of our capital. The offer price, EUR 36 per share, represents a 19% premium before the closing prior to the offer January '23 and premiums, respectively, of 24%, 26% of the average price of the 1 month and 3 months. This is, of course, submitted to a mandatory threshold of 50% of the capital voting rights by the [indiscernible], subject to the regulatory authorities in terms of competition law and control of foreign investment. EP Group has indicated that it didn't plan to solicit a mandatory withdrawal after the offer. After an in-depth examination of the proposed offer, the Board favorably received the operation unanimously. It will deliver its recent opinion in the coming weeks after the report of the independent expert, Ledouble, and the advisory opinion of the staff committee. The filing of the offer is expected in the coming weeks before the end of Q1.

On Slide 11, the EP's offer continues on the solid partnership we forged together for several years now. It's a major milestone to accompany the acceleration of our strategic plan Beyond Everyday. In the current environment, marked by profound changes of expectations and consumer behavior, the support of a long-term stable shareholder is a great asset.

Lastly, I'd like to emphasize that our dividend policy remains unchanged with a payout ratio above 40%. Over to Jean-Brieuc, our CFO, to detail our results.

Thank you, Enrique. Good evening, everyone. Thank you for being here with us. Let's start with Slide 13. You have the new basis for 2024 for our financial statements because of 2 items. The first item is the IFRS 5 restatement of Nature & Decouvertes at the bottom of the income statement because the -- since the COVID crisis, that business, Nature & Decouvertes, faced significant pressure on household purchasing powers and the emergence of online players offering very low cost products. The model Nature & Decouvertes needs to be adjusted to the turnaround plan that we've been implementing for 12 months or so, and unfortunately, didn't come to fruition, and so we started looking for a partner that seems necessary if we want to have a rigorous management of our portfolio.

The effect that you see on the slide is related to the results of 2024. It's minus EUR 172 million on revenue, a bit positive on COP to the tune of EUR 14 million. I'll give you comments in a few minutes, few details about 2025. The second restatement is more marginal. It's about Unieuro. With the recording of goodwill as per purchase price allocation to the tune of EUR 6 million in 2024 allocated to the rest of Europe because it is about Italy, the amount for 2025 is roughly identical. And so the developments that I will comment in a moment are based on these restated figures for 2024, that is revenue EUR 10.3 billion and current operating profit EUR 200 million.

Let's look at the results for 2025, Slide 14. You can see on this slide the key figures for 2025. As Enrique pointed out a few moments ago, we are pleased with the group's performance in view of a very challenging context in France for the retail industry with significant pressure on consumption and household's confidence. Revenue of the group at end 2025 was slightly up, plus 0.7% like-for-like at EUR 10.3 billion. Gross margin kept growing, reflecting the robustness of the omnichannel model. Operating margin was 2% at end December 2025, up compared to 2024. With a good management of WCR, operating free cash flow, not including IFRS, was EUR 145 million, up from 2024, not including disposals.

Slide 15 now. Enrique pointed out that online sales grew significantly, 6%. They account for 22% of revenue and about 50% -- and 50% of them are done through Click & Collect. Let's go through categories. Services kept growing with double-digit growth in most countries because of an enriched offer and the rolling out of Darty Max and Fnac Vie Digitale. With all services, we had 2.4 million subscribers at end 2025 compared to 2 million at end 2024. Our ambition is to reach 4 million by 2030.

Diversification remains also dynamic with a double-digit growth for Toys and Games and Stationery. Beds that started in our integrated stores at the beginning of the year, enjoyed rapid growth, just like fully equipped kitchens that are gaining popularity. Domestic appliances were up. Small appliances kept growing with beauty tech and floor cleaning equipment. Large appliances were driven by favorable weather conditions for refrigerators, air conditioning and fans. Editorial products enjoyed the good launch of the Switch Console 2 early in June 2025, 150,000 units sold. Books were slightly down because there were no major novelties. And finally, technical products declined because of fewer television and new phone sales. However, reconditioned phones enjoyed significant growth.

Personal computers went up, returned to growth with the termination of support services for Windows 10 and the new cycle of new products has announced tablets, connected glasses and cameras also enjoyed growth. And then IT components with fnac.com in 2025 were very successful. We now are the lead players in all gaming categories. We're trying a new dedicated department for these components in some pilot stores and on the darty.com.

Let's look at revenues per geography. France had -- sales were up on the like-for-like basis, plus 0.5%, but they were down 0.6% in Q4. As we said, business suffered in December, in particular, in stores. And that, of course, drove down the performance in Q4. The numbers published by the French Central Bank confirmed a very challenging context in 2025 for the retail industry with significant pressure on consumption and household confidence.

Let's look at the rest of Europe. This give a very satisfactory performance. Like-for-like growth of sales, plus 1.1% for the full year, plus 1% in Q4. In Italy, revenue were down 1.1%, but -- and Q4 was down 2.1% because of significant competitive pressure on phones and a high basis of comparison for television, but this had no significant consequence on COP growth.

Belgium and Luxembourg enjoyed plus 1.8% growth over the year, 3.9% in Q4. That confirmed the good momentum in online sales. Portugal, significant growth like-for-like, plus 7.3%, 8.7% in Q4. The 2 brands, Fnac and Darty did well both on web and in stores. And as Enrique pointed out, a very good performance of stores that recently joined the Darty brand.

Spain displayed an LFL growth of 6.6% for the year and 7.3% for the fourth quarter alone. All categories were up over the period, and services had double-digit growth. The scope effect for Spain reflected the temporary closing of stores for renovations, but they all reopened by year-end.

Finally, in Switzerland, LFL revenue was up 5.2%, including 4.1% in Q4, driven by fine both online and in stores and of course, the growth of services.

Let's look at gross margin on Slide 17. Over the 2025, this was up 50 basis points and 60 basis points not including the dilutive effect of the franchise. This reflected the good performance of services and Darty Max, in particular.

Let's look at other items of the income statement on Slide 18. As I said, the gross margin was up at end December. OpEx, including D&A was EUR 2.26 billion at end 2026 -- 2025, up EUR 38 million compared to 2024 restated. The higher property cost and inflation on other cost were offset by the performance plans. And so EBITDA at end 2025 was up EUR 15 million, and current operating profit, COP, stood at EUR 203 million compared to EUR 200 million at end 2024 restated because of higher depreciation allowances related to leases and IFRS 16.

Per area, business in France in December had a negative effect on profitability, but the rest of Europe had a significant improvement in COP, about EUR 15 million. In Italy, that accounted for 60% of the full growth for the region at end 2025, EUR 4 million in synergies were recorded. As Enrique pointed out, the objective of EUR 20 million was confirmed by to 2026.

One-off items stood at minus EUR 123 million compared to minus EUR 27 million at end 2024. This is because of the impairment of intangible assets, no cash effect, EUR 96 million, and the recognition of restructuring costs for the same amount as for 2024.

Operating profit stood at EUR 80 million at end 2025. Financial expenditures stood at EUR 118 million, up EUR 21 million compared to 2024. This is because of the higher cost of debt -- of net debt, the new financing conditions and the increases of IFRS 16 charges.

Taxes stood at EUR 25 million, and that included EUR 10 million extra tax for large companies in France. So net income for continuing activities for the group stood at minus EUR 67 million, a degradation compared to 2024, where it stood at EUR 43 million. But if you restate this for noncurrent items with no cash effects, the EUR 96 million I just mentioned, the net income attributable to the group of continuing activities would have stood at plus EUR 28 million at end 2025.

The EUR 78 million charge for held-for-sale activities is because of the restatement of Nature & Decouvertes as a held-for-sale business. Most of this is goodwill amortization to the tune of EUR 60 million. And net loss of the business for 2025, EUR 18 million. In 2024, on that line, you had a loss of EUR 19 million for Nature & Decouvertes, in line with IFRS 5, plus an income of EUR 2 million because of the resolution of the Comet dispute.

If you look at cash flow, operating free cash flow, not including IFRS 16, stood at EUR 145 million compared to EUR 210 million in 2024 restated, in line with our expectations. In 2024, net CapEx included disposals including a logistics warehouse in the Paris area, the EUR 93 million, a change in WCR stood at EUR 75 million, and this reflects the good management of that in spite of the challenging Q4 in France.

The increase in CapEx is in line with our ambitions. It affects our stores, our supply chain, our IT systems. Italy had increased CapEx with the opening of a new warehouse in Colleferro, which Enrique talked about, and several new stores or renewed stores.

The financial position of the group is sound, as you can see in Slide 20. Net financial debt excluding IFRS 16 stood at EUR 958 million with 2 bonds, EUR 550 million due in 2029 and EUR 300 million due in 2032, and the remainder of the OCEANES issue, EUR 46 million at end 2025. The net cash position stood at EUR 146 million, plus undrawn credit lines, the RCF and DDTL worth EUR 600 million. This undrawn line covers both the issue of 2029 in volume and the 2032 issue in maturity. Finally, the S&P Global, Fitch ratings and Scope rating agencies published their ratings, respectively, BB+, BB+ and BBB- with a stable outlook. So we have a sound long-term cash profile.

Finally, about the balance sheet. We have an agreement with the trustee of the Comet Pension Fund in the U.K. and Canada Life U.K. to cover all liabilities of the scheme, this pension scheme, with the full buy-in worth GBP 330 million. This operation did not and will not have any significant impact on the group's cash position. And now I'll give the floor back to Enrique.

Thank you very much, Jean-Brieuc. In conclusion, I'd like to acknowledge the unfailing commitment of our 30,000 partners and staff serving our customers' expectations, seeking out all growth opportunities. A word on the financial outlook. At our shareholders meeting in May, we'll propose a payment of a dividend EUR 1 per share, equivalent to last year, consistent with our shareholder return policy. The ex date of the dividend will be 3rd of June. In volatile and still uncertain context, we nevertheless expect an increase in our current operating margin and also our free cash flow. And of course, we confirm our 2030 objectives that I announced at the presentation of our Beyond Everyday plan in June 2025.

Thank you for your attention. And with Jean-Brieuc, we're now ready to take all your questions.

We have a first question from [ Laurent ]. Did you have expressions of interest for Nature & Decouvertes? Should we expect a cash impact on the disposal?

Well, I can answer that. Nature & Decouvertes, we launched the disposal process that's formalized. We chosen a bank and an expert to support us for the financial side. At this stage, it's premature to mention the first expressions of interest we've already received. It's too soon to tell you about that. Yes, we've had some expressions of interest, the cash impact on the disposal. We'll get back to you when we have more formal expressions. And as you said, too soon to say. And once again, we confirm our commitment to continue to maintain the activity in stores and all our activities around Nature & Decouvertes continuity until we find a right solution, and we have time.

We got a second question. Bank of France figures in January are not in a good trend. Are you confirming that similar trend?

Well, thank you. As you know, well, we generally do better than the Bank of France figures. Unfortunately, I cannot confirm what was the -- what the performance is today, but we'll see that for the quarter. But I'd say the group continues to expand confidently in a context that we know well that we're mastering and doesn't, in any way, jeopardize the guidance we've given for 2026. So not good figures from the Bank of France, but let's wait the quarterly results to give the market figures.

We have a question in English. I'll read it in English from [ Marcos ].

Well, thanks for that question. As part of the activities that are significant group-wide, that we classify in the services, give vouchers, experience packs, we're not going to give any specific outlook, but we're a leader in this and standard setup for ticketing, well, these segments that are seeing a major expansion of activity. And for shows, these are actually markets that have a great appetite for consumers still in 2026.

And thanks to [ Marco ] for his question once again.

Waiting as the questions come in. We will allow a bit more time for questions. Otherwise, we'll wrap up the session.

Our teams, Laura, et cetera, are available to -- there's a new question just come in on the guidance. Jeremy Garnier. Question on the guidance of the operating margin, free cash flow. Excluding the synergies or the Unieuro, what could be an improvement, it's upside and scale?

Well, thanks for the question. Obviously, if we include synergies, levers of our Everyday strategic plan, services, commercial dynamic that's pretty solid across countries, notably in the South. We saw the figures, Portugal, Spain. So we're continuing to benefit from that. Hopefully, consumption dynamism in France will be a bit more favorable, lower inflation and possibly opportunities for exchanging products, the World Cup in July. And of course, the real estate market will perhaps show some signs of recovery, the big and the small are already in this reequipment phase, everything for robotics and floor care, et cetera. There are a lot of good activities that will drive the business forward. And we project the profitability through 2030 at 3%. So we need to travel the path and the difficulty in 2026 is to boost free cash flow generation on activity to deliver our commitments in 2030.

We have a question from [indiscernible], what level of investment should we expect 2026 in the coming years?

Well, '26, we can expect a level that will be broadly similar to that at 2025, maybe slightly higher. And then we guided on 2030 of investment around EUR 200 million on average. So as we said back then slightly up versus what we were doing historically to incorporate development of IT services, store refurbishment, an important part of the Beyond Everyday plan.

We have another question, Justin, on WCR. Question on WCR chain, plus EUR 75 million. Is there a strong contribution of Italy that explains that high number?

Italy contributed, I won't give the exact figure, for quite a substantial share, but not the majority of that growth. All countries contributed EUR 75 million, including Italy, like the other countries.

Wait a couple more seconds. We can close this session. Of course, we remain available should you require further information and interaction and see you for the next presentation in April and the AGM and following events on the offer that's underway. Thank you for your attention. Pleasant evening.

[Statements in English on this transcript were spoken by an interpreter present on the live call.]

Good morning, and welcome to Fnac Darty's conference call. Mr. Enrique Martinez, CEO of Fnac; and Jean-Brieuc Le Tinier, CFO, will run this call. Over to you.

Thank you. Good morning to all of you. Thank you so much for joining us this morning at a very short notice. Of course, we have some very important information to share with you, and you know we're very committed to maintaining a regular and transparent dialogue with you.

So the agenda, I'll, of course, start by presenting the offer that we've received and which was the subject of a meeting by our Board over the weekend and then the release this morning, then Jean-Brieuc will present our preliminary results for 2025 at this stage. And of course, after that, we'll be happy to take your questions.

So for those of you connected on the webcast on Page 4 of the presentation. So the big news this morning, as you've seen, is that EP Group forwarded to Fnac Darty Board on Friday evening after market close, a public tender offer in cash for all our shares giving access to Fnac Darty Capital. As you know, EP Group is the leading group shareholder since 2023 through its subsidiary, VESA without prejudging the opinion of the workers council and the recent opinion of the Board, we already welcome this expression of interest. Over the years, we've built a relationship of trust with EP Group has allowed us to implement an ambitious strategy.

Firstly with our plan, Everyday that ended in 2025 successfully and now with Beyond everyday, announced in June 2025 through 2030, also allowed us to get the necessary support for the transformative acquisition of Unieuro in Italy. We're very pleased with that. Jean-Brieuc will state -- of course, will comment on the detailed performance at the end of February, where we can already welcome this transaction in detail.

So what are the characteristics of the offer? EP Group is proposing a cash purchase offer for Fnac Darty shares of price EUR 36 per share as well as the OCEANE convertible bonds of the company unit price of EUR 81.09. The offer is subject to the success threshold that's mandatory of 50% of the capital and voting rights planned by the French Financial Markets Authority. EP indicated that it doesn't plan to implement a mandatory squeeze-out procedure after the offer. The Board met over the weekend and noted the intention of Daniel Kretinsky to continue the main strategic policies employed by the company. After a detailed review of the planned offer, the Board favorably welcome this transaction.

Now of course, it doesn't any way prejudge the reasoned opinion that it will issue after the report by the independent expert and that of the staff reps Committee, the Board has set up an ad hoc committee chaired by Sandra Lagumina comprising 3 other Board members. On recommendation of the ad hoc committee, the Board appointed Ledouble represented by Madam Agnès Piniot as an independent expert in order to draw up a report on the fair nature of the financial characteristics of the offer. The reasoned opinion of the Board, the expert opinion will be made public in due course of filing to the AMF.

In the event of confirmation, the filing of the public offer should occur before the end of Q1 2026, subject to certain regulatory approvals, notably in respect of financial subsidies and antitrust controls and analysis by entry is planned, but no obstacle to submission the offer.

We did Slide 5. This offer as part of a solid partnership. EP Group through VESA holds 28.5% of the capital and is the leading shareholder of the group since 2023. It's a milestone to support the acceleration of our strategic plan, Beyond everyday and they'll conserve the current dividend policy. So the offer must be reviewed in detail, reviewed all the necessary authorization. We can say is the Board welcomes this expression of interest by our shareholders. It's fully part and parcel of our ambitious strategy to strengthen our leadership on our markets over time, define the new retail standards that make sense. Part of the offer, we planned -- published the previous results for transparency. I'll hand over to Jean-Brieuc in a moment to tell you about that. But I'd like to say that we've delivered a very strong year in a context that is challenging, particularly in France. We've reached 2% EBIT margin. Cash flow is very positive. The good performance of countries outside France, particularly Italy that has shown very strong increase of its operating income is very satisfactory.

Over now to Jean-Brieuc.

Thank you, Enrique. Good morning, and happy New Year to everyone. Thank you for being here. Let's start with Slide #7 with a technical point on the restatement of our numbers for 2024. Since H1 2025, we've based our financial communication on 2024 data deemed comparable that is including the integration of any euro in 12 months and the deconsolidation of the ticketing business. Today, we present the 2024 data restated to take into account 2 major events.

First, the reclassifying under IFRS 5 at the bottom of the P&L of Nature & Découvertes. The challenges met for a number of quarters continued in spite of the initiatives taken to relaunch the activity to stimulate the business. And therefore, we looked for -- we started a process to look for a partner with a view to enabling the brand to have a shareholding and governance framework more in line with its model and its transformational needs. And so the business is now reclassified under IFRS 5 in the consolidated financial statements at 31 December 2025. So this means that there's EUR 172 million less in revenue, but a positive effect on current operating profit to the tune of EUR 14 million.

And the second restatement is more marginal. It's that Unieuro as part of the acquisition, we recognized asset depreciation resulting from purchase price allocation to the tune of EUR 6 million in 2024 allocated to the rest of Europe area because it's about Italy. And so the numbers, which we will comment are based on the 2024 numbers restated, i.e., EUR 10.3 billion in revenue and EUR 200 million in operating profit.

Let's move on to the preliminary results for 2025, Slide 8. Business in France was down, especially in stores. The numbers published by the French Central Bank confirmed a particularly challenging context for the retail industry with strong pressure on consumption and household confidence. And in this context, nonetheless, Fnac Darty maintained to overperform the market with its multichannel strategy and service-oriented policy. The rest of Europe generated a very satisfactory performance. Revenue for the group at end 2025 is expected to be stable at 0.7% on a like-for-like basis to the tune of EUR 10.3 billion at the end of the year with a negative impact from France in Q4, minus 0.6% on a like-for-like basis. The operating profit at end 2025 is expected to be 1.2% to EUR 203.1 million. Current operating profit for France should be down with a negative quarter Q4, whereas that of rest of Europe is slightly up, thanks to Italy. We'll tell you more in February.

If you take into account the restatement in IFRS under IFRS 5 on Nature & Découvertes and the PPA mentioned with the acquisition of Unieuro, current operating profit is expected to reach 2.0% at end 2025, up 5 basis points with an optimized management of WCR. Cash flow -- free cash flow from operations is expected to reach EUR 145 million in line with 2024, not including asset disposal in H1 2024. Net CapEx showed a income of EUR 21 million and not an expenditure because we disposed of assets, a logistic warehouse in the Paris area. We're confident for the implementation of a strategic plan Beyond everyday presented in last June, and we'll give you the number in 2023 -- in 2030.

We'll now can take your questions waiting for the presentation in February '25.

[Operator Instructions] First question comes to us from [indiscernible].

I've got 3 questions here. For my 3 questions, Slide 7 on the revised financial '20 -- isn't there a typo in your presentation EUR 193 million for Fnac and negative impact of Nature & Découvertes EUR 14 million, which should bring us to EUR 207 million and negative impact of EUR 6 million for Unieuro, which would bring us to EUR 213 million. The negative EUR 6 million of Uni, isn't it the opposite? EUR 6 million positive, which will be EUR 207 million, minus EUR 6 million. That is the EUR 200 million that you -- am I mistaken on the typo that seems to be on slides?

And then the cost price of the 28% of Fnac Darty by Kretinsky. Can you just remind us of that given his recent transaction, the slight disposal? And third question with Ceconomy. Have you contacted Ceconomy that owns 22% of Fnac Darty share, 21.9% of the capital to be precise? If yes, what was his answer, if yes. The Ceconomy securities were restated with an accounting provision. And from my calculations and from what I see, the cost price would be EUR 262 million for Ceconomy. And so at EUR 36, its cost price would be negative to the tune of EUR 33 million because it'd be EUR 230 million. We'd have further depreciation of EUR 30 million at Ceconomy. Can you enlighten us as your contacts on this matter?

I can maybe start with that for the second and third, and then I'll hand over to Jean-Brieuc for the financials.

Well, we don't -- the cost, the price of the Fnac Darty, you see the position was built up over time in a more assertive manner since 2023, but I'll let you do the math. So there may be some other analysts who can assist us with that. We have a little small idea of that. Yes, I'm sure you do. I'm sure you have a precise idea about that. On Ceconomy to our knowledge, they discovered the inflation a bit like everyone else, and we're not aware of contacts between our shareholders. Maybe there were some, I don't know. Frankly, I won't speculate. They'll assess others expression of interest and their contribution or not. But once again, we're not going to speculate as to what they -- in due course, they'll speak out and speak their mind. We're waiting. We don't know. We're like you.

To answer the first question, Alexandre, on the bridging of accounts. Last year, there was EUR 192.5 million in operating profit. There was EUR 80 million in losses from Nature & Découvertes. As to the PPA, it is an expense in 2025. It was negative in '25. So it's removed on both sides. So it's EUR 193 million, plus EUR 14 million, plus EUR 600 million, but it's not clear on the slide. On the slide, it was only on one side. And so EUR 193 million plus the EUR 14 million -- well, minus EUR 14 minus, minus EUR 6 million, I got minus EUR 213 million. If it's an expense. Then with EUR 193 million, plus EUR 14 million plus EUR 6 million. So you end up with a strange EUR 213 million number.

So that's the slide I couldn't read when I did my math this morning. Okay. The display is a bit misleading. We'll correct that.

The next question comes from Karine Elias, Barclays.

I have 2 questions. A technical question. EP already is a shareholder of the company. My understanding is that the change of control would not be triggered by the bonds unless there was a change in the rating. I'd like to clarify that point.

The second question is about the way you could reach -- you can -- the 50% threshold. Do you need to get funds outside Fnac Darty? And then for the refinancing because of this new offer, is there anything on the cards?

Regarding the bonds, there's a change of control that applies if there is a downgrade by 2 rating agencies. And so we'll have to wait what the rating agencies have to say on this -- about this tender to see whether this change offer can apply. We don't know whether they did. As to Kretinsky's quota, how he will finance this, he said on his own funds, there would be no additional debt for Fnac Darty. And de facto, as you can well imagine, there's no need for refinancing. We have 2 bonds due in 2029 and 2032 and an RCF, which is in 2031 with 2 extra years. So nothing in the short run.

Okay. Well, thank you for these clarifications. Just to be clear, Daniel Kretinsky will have his tender and backstops to respond to this. Thank you.

[Operator Instructions] Next question comes from [ Alexander Casas from Casas & Partners ].

Yes, since there are no further questions, and it's a highly important topic, Nature & Découvertes disposal announced this morning. Could you tell us a bit more about the underlying reasons if you knew, if you does get in the presentations. Do you have any ideas on the possible acquirer, French or foreign and an order, not of the transaction price, but what is the cost and what criteria might you view the valuation the company has these past few quarters experienced some challenging times. Question concerns Nature & Découvertes.

Yes. Thanks for your question. We state this briefly in the presentation and Jean-Brieuc referred to it. We intensively these past few years, set up a transformation plan set to lead to turnaround Nature & Découvertes that's showing an operating loss, as you see, it was a very intense plan. It was conducted very brilliantly, but we arrived at the conclusion with the agreement of the Board for the next stage, for the next cycle set to lead to sustaining the model transformation that this is not the best shareholder. There was a disruption of the model for Fnac Darty and the market. So we must look at how best to turned it around, transform it. That's a discussion to be had with the potential buyer and the reality with its successive strategic plans, acquisition in Italy. Opening up to service has shifted the strategy of the group and Nature & Découvertes is less central to our projects.

In spite of the work undertaken by the teams that we welcome, which will continue to operate and change the transformation model, we believe it's interesting to open up new horizons and to identify a new buyer who'll be able to carry forward the brand successfully. It's too soon. I mean the decision has just been made. We're at the end of the year. So we're opening up potential opportunities here to accompany us to deliver this process according to the right time line. We're very attentive to the quality of the partners plan in the full interest of the company. But it's too soon to say, and we're not making any forecasts on values, et cetera. We'll have time to set that out or not during the course.

If I may, I've just got one final question on Bercy, the Finance Ministry, the French Ministry of the Economy was directly involved the takeover by the Chinese JD to see economy attentive to what was happening to Fnac Darty. Have you contacted the Finance Ministry? I mean, since yesterday, it was actually yesterday that appeared that your Board met. Have you contact -- what the position of the French Finance Ministry might be on this?

Well, of course, I mean, they were informed since this morning, there have been exchanges in the coming hours and days, there'll be deeper contexts to undertake all the administrative procedures and get the necessary green lights on this deal. We're in no way, of course, prejudge being what the authority stands for. We're very confident this project is fully [ planned, passed ] of the company's interest. And there's, of course, a rationale of rooting sovereignty around France and Europe, around the retail and service sector that are committed for sustainable transformation, a plan that should be supported at every level. We're not prejudging what the view of the authorities will be. All that is planned in the time line in the context that will be forged rapidly. Thanks for that.

Next question from Marie-Line from Bernstein.

Yes, I have a question on Nature & Découvertes. Thank you, Alexander for raising the point. A question about [ Glas ], they have 10% of the shares and the cost price is pretty high. Is that why the tender offer is taking a commitment for -- no squeeze out because you have 2 shareholders with high cost prices. Is that the reason?

Thank you, Marie-Line. I believe they found the tender offer just now, and they will have plenty of time to see for themselves whether they can provide shares for sale. It's a bit early days to know what they will do. They have to analyze things and to arrive at a decision.

Next question comes from Tiffany Serfaty at Jefferies.

I had 3 questions. Can you give us details regarding the regulatory authorizations that are required for this? And can you give us details on the timetable, the closing, especially? And then regarding dividends, EP said they didn't want to change their dividend policy. Can we expect a similar payout as last year as you told on Bloomberg? Or is this a new situation, a new deal?

Well, the authorizations, and this is pretty standard procedure. We have the antitrust procedures, that administrative work will take some time. So we cannot be definite on the closing. We know when the offer will be open, but the closing will be when we have the antitrust on timing. Investment we have -- well, the authorizations must be achieved by EP prior to the offer being -- the tender being offered. And the antitrust part will be while the offer is going. So de facto, that can take some time. That can take some time. And as to the date of the closing, I cannot give you an actual date. As to the dividend policy, yes, it was confirmed -- well, they said they would maintain the dividend policy in the future. The dividend -- the payout is 40%. And well, we'll discuss the exact numbers with the Board when we have the final numbers and when we finalize the allocation of profits on 25 February.

Apparently, there are no further questions. I'll give the floor to the moderator for the conclusions.

Well, I think we were very clear. Thank you for your attendance and of course, for your question. The team, Laura, Jean-Brieuc and myself available to take your questions and see you at the end of February for our annual results. Thanks very much.

Ladies and gentlemen, this ends today's conference call. Thank you for your attendance. You can now disconnect.

[Interpreted] Good evening. Welcome to this conference call presenting the Q3 performance of Fnac Darty. Without further ado, handing over to Jean-Brieuc Le Tinier, CFO of the group.

[Interpreted] Thank you. Good evening, everyone. Thank you for joining our conference call to discuss our results for Q3 and the first 9 months of 2025. This evening, I am joined by our Investor Relations team, Domitille Vielle and Laura Parisot. I will begin by presenting our results, and then we will take your questions.

I would like to remind you that we are commenting on like-for-like figures. In other words, excluding changes in scope, store openings and closures and of course, including Unieuro and after the deconsolidation of the ticketing business.

Slide 3 shows the key figures for the first 9 months of 2025, which I will detail throughout this presentation. Our sales revenue is up 1.6% on a like-for-like basis for the quarter, bringing the performance at the end of September to plus 1%. This strong performance is mainly due to a return to growth in hardware during the back-to-school period, solid growth in online sales and, of course, continued the strong momentum in our Services segment.

Our gross margin improved over the first 9 months of the year, up 50 basis points. Finally, given these strong results, we confirm our guidance for EBITDA margin growth as communicated in our 2025 half year results.

Let's move on to Slide 4. I will now comment in detail on the growth of 1.6% for the quarter and plus 1% for the first 9 months of the year. By category, the trends are broadly similar across all our geographic areas. Services continue to grow and are showing solid growth in most geographies, driven by the development of our subscription offers and in particular, the rollout of Darty Max and Fnac Vie Digitale.

Diversification also continues to perform well with double-digit growth in games, toys and stationery. Home appliances are up compared to the end of September 2024. Small appliances continue to grow, supported by innovations, particularly in beauty tech and [ floor ] care. Sales of large appliances are down slightly despite the positive impact of sales of air conditioning and cooling products.

Consumer electronics declined despite a strong recovery in hardware sales in the third quarter during the back-to-school season. And this recovery suggests that the renewal cycle will continue in the coming quarters. Tablets and photography showed very strong growth momentum. Telephony, on the other hand, declined over the period despite several successful launches in Q3. Meanwhile, refurbished phones confirmed their momentum with strong growth.

Television was impacted by a high 2024 comparison base linked to the European Soccer Championship. In addition, we successfully launched the computer components category in August, strengthening our position as a specialist retailer in the gaming world. Lastly, publishing products benefited from the excellent launch of the Switch 2 console in June. To date, more than 100,000 units have been sold in our stores.

Book sales declined over the period due to a sluggish market. By channel, our online sales grew strongly with a 9-month increase of nearly 8% compared to the end of September 2024, and they accounted for 20% of group revenue over the period. Click & Collect is a key indicator of our omnichannel performance, and it accounted for nearly 50% of our online sales at the end of September.

Finally, our like-for-like gross margin at the end of September meaning, including Unieuro and excluding ticketing was up 50 basis points. And this strong performance is mainly due to the growth in the Services segment, particularly Darty Max, which offset the dilutive effect of the franchise and the negative impact of the product mix.

Now let's take a closer look at the group's performance by geography on Slide 5. The France region posted like-for-like sales growth of plus 0.9% at the end of September, including 1.7% in Q3 alone, driven in particular by strong online sales. According to data published yesterday morning by the Banque de France, Fnac Darty continued to outperform the market by more than 2 points at the end of September. Furthermore, the scope effect for the period corresponds to the permanent closure of the Champs-Élysées store.

Let's now move on to the rest of the world or rather rest of Europe region, which posted like-for-like sales growth of 1% at the end of September, including 1.3% in Q3 alone with contrasting trends across countries. In Italy, like-for-like sales were virtually stable at minus 0.6% at the end of September. The third quarter was impacted by high basis of comparison as Italy experienced a heat wave in 2024.

Italy's performance moved over the last 2 years is similar to that observed in France over the same period. Strong growth in online sales and services did not offset the decline in sales of household appliances, telephony and television. Belgium and Luxembourg posted sales growth of plus 0.9% like-for-like at the end of September, thanks to strong growth in Q3.

Portugal, posted like-for-like growth of plus 6.5% at the end of September, including plus 10% in the third quarter alone, driven by solid performance from our 2 brands, Fnac and Darty. Spain posted very solid like-for-like growth of plus 6.2% at the end of September with plus 3.9% in Q3 alone. All categories are up with services posting double-digit growth.

The scope effect reflects in particular, the temporary closures of the Callao and, Valencia Bonaire stores for renovation. Finally, in Switzerland. Like-for-like sales at the end of September were up 3.6%, including 7.1% in the third quarter, driven by double-digit growth in services. Let's now move on to the rollout of our strategic plan with a few examples of operational initiatives that have been implemented.

On Slide 6, a word about the launch of the Darty brand in Portugal. In early October, the group launched the Darty brand in Portugal, marking the beginning of a new phase in the distribution of consumer electronics and household appliances in the country. This launch comes with an ambitious expansion plan aimed at opening more than 30 stores by 2030 as part of Beyond Everyday. This momentum demonstrates the group's strong commitment and the significant potential of the Portuguese market.

Slide 7. In line with the first pillar of our strategic plan beyond repair, in which I would remind you, our ambition is to become the benchmark player in high value-added products and to accelerate the rollout of subscription services for the home with circularity as a central focus. In early October, the group published the eighth edition of its aftersales service barometer. It's a benchmark tool, both for industry and consumers. Please click on the link at the bottom of the page to find out more about this barometer.

And this new addition reveals for the first time these symptoms of breakdowns across 100 product categories, thanks to the analysis of over 1 million breakdowns reported by our customers and Darty Max subscribers. And very soon, the group will launch a range of services and advice for manufacturers, giving them access to the durability data consolidated by the group over nearly 20 years and already used to select the products offered in Fnac Darty stores.

In addition, we have also broken ground on a new 6,500 square meter customer care and logistics platform in Chilly-Mazarin, which is now the largest site in France for the delivery of bulky products, such as television and large household appliances. And this opening is fully in line with Beyond Everyday, our new strategic plan, notably by improving the customer experience, supporting the growth of Darty Max subscriptions and increasingly integrating the circular economy into our processes.

Slide 8, in line with the second pillar of our strategic plan beyond digitized, omnichannel or how the group aims to set market standards for customer experience across all touch points and the opening of a new integrated Darty store in Rouen in the Docks 76 shopping center allows us to test a new store concept with a view to future renovations. The store's signage has been completely redesigned to create a much warmer and more modern atmosphere, as you can see.

And from now on, the different sections are no longer organized by product type, large or small appliances, for example, but by room, in the house, our laundry room, kitchen, wellness, et cetera. Each area is identified with decision-making aids to guide customers through their shopping experience.

So we have a new blue and green signage, which illustrates our desire to further integrate the circular economy into your future points of sale. As for Fnac, the group has reopened the [ digital ] store in a new shopping center in the city center. It has modernized furniture, redesigned signage, themed areas and self-service checkouts, everything has been designed to test new ideas and improve the customer experience.

Finally, Fnac has also launched body and tech. It's a concept based on 3 fundamental pillars: Sports, Smart Health and Beauty Tech. It's a space entirely dedicated to this new generation of innovative technological products dedicated to wellness and well-being, which has been created on our website, snack.com, and for the moment in 2 of our provision stores, Île-de-France and Forum des Halles. This test-and-learn approach perfectly embodies the Beyond Everyday spirits, innovating, listening and progressing together.

Slide 9. Here, we're outlining the third pillar of our plan beyond retail, which consists of deploying the group's expertise to partners and across all geographic areas. The group is consolidating its position as a key player in the cultural ecosystem. It's building on its role as a trendsetter and talent scouts. Fnac support culture through various awards, including the Fnac Nobel Prize and the Goncourt des Lycéens Prize for literature and the Fnac France Inter comic book price for artistic creation. We're also accelerating the rollout of Weavenn, a company created with CEVA Logistics, since the launch in October 2024, Weavenn, the group's affiliate to dedicated to marketplace operations has seen its business grow significantly in terms of both the number of partner sellers and order shipped.

The latter have quadrupled this year with 2/3 of them coming from marketplaces outside group. In addition to September, Click & Collect delivery has been available in snack stores for third-party sellers. Weavenn's business is now up and running with an extremely encouraging trend to date. Finally, we are continuing to ramp up our omnichannel retail media business, our internal retail media agency Retail Link has become the first non-food agency to obtain CESP E-Retail Data trust certification, designed to ensure transparency, reliability and performance of digital advertising campaign reports, this certification positions Retail Link as a key player in a fast-growing and evolving sector.

To conclude on Slide 10. In the context of continued consumer constraints with household confidence down in the savings rate at historic highs in France, we are performing really well, driven by services activities online sales and the consumer electronics renewal cycle that is beginning to materialize. And despite these macroeconomic uncertainties, we are confirming our guidance for 2025 and expect our operating margin to increase by 15 bps. It should reach 2% at the end of 2025 compared with 1.8% in 2024 on a like-for-like basis.

This slide shows the details of the dilutive impacts related to the integration of Unieuro, whose operating margin was lower than ours and the deconsolidation of the ticketing business. As you know, Q4 is very important for the business, because it is driven by the peak sales period in which the group does really well. And we are confident that consumers will be there. We are ready and confident that we will make those major commercial events at the end of this year, a real success. We're now available to answer your questions.

[Interpreted] [Operator Instructions] Question one, Marie-Line Fort. Over to you.

[Interpreted] Question 1, the renewal cycle. For IT, in particular, with a switch to Windows 11. Are you expecting renewed interest for users? And is this already reflected in Q3? Or do we need to wait until the end of the month -- or the end of the year. Now regarding the new store opening in Portugal, what about the phasing? Have you already secured stores? Can we have some idea, if you could please give us some color.

And thirdly, we've read in the press that you might be interested in Engie Home. Do you have any comments on that. Thank you so much.

[Interpreted] Now since the back to school period, we've seen the IT renewal cycle materialize. That's something that we expected, and it's happening clearly. So Windows 11 is on its way. I mean there are updates that have been prolonged extended, but that won't last forever.

Regarding Darty Portugal, we will be opening new stores on a regular basis as early as next year. We will move as quickly as we can, depending on whatever opportunities arise on the market.

Are you saying that you've already secured a number of existing stores?

It doesn't take very long to find locations. We've already secured a number of stores. We'll see how quickly we can open them, but early results are very promising.

Now as far as your last question is concerned, I believe everybody knows that this company is up for sale, and it's being sold to Engie. It's a company that does home installations, repairs, subscriptions. So obviously, these are things that we love and that everybody can relate to, but it's too early to give you information on that. There are lots of funds that are interested, they may have a different vision of things, but they have deep pockets. So we're not going to give you any more comments than that. Thank you.

[Operator Instructions] We have no further questions. Well, that's great. Thank you all very much, and have a very pleasant evening.