TIDMBME
RNS Number : 3078L
Merrill Lynch Intl (DTG) Syndicate
11 January 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR THE
SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL
THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SALES WOULD BE PROHIBITED BY APPLICABLE
LAW.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
11 January 2021
Proposed Secondary Placing of approximately 40 million ordinary
shares in B&M European Value Retail S.A. ("B&M") by SSA
Investments S.À R.L. ("SSA INVESTMENTS" or "SELLER")
SSA Investments, the Arora family investment vehicle, announce
today their intention to sell approximately 40 million ordinary
shares (the "Placing Shares") of B&M by way of an accelerated
bookbuild to institutional investors (the "Placing"). The Placing
Shares represent approximately 4.0% of B&M's issued share
capital.
The Seller currently owns directly and indirectly 149,880,828
ordinary shares representing approximately 15.0% of B&M's
issued share capital. Following the completion of the Placing
(assuming all Placing Shares are sold), the Seller will own
109,880,828 million shares in B&M, representing approximately
11.0% of B&M's issued share capital.
Merrill Lynch International ("BofA Securities") is acting as
Global Coordinator in connection with the Placing. N. M. Rothschild
& Sons Limited ("Rothschild & Co") is acting as the sole
financial adviser to the Seller on the Placing.
The price per Placing Share will be determined by way of an
accelerated bookbuilding process to institutional investors. The
bookbuilding period will commence today, 11 January 2021, and may
close at any time on short notice. The results of the Placing,
including the number of Placing Shares to be sold and the price per
Placing Share, will be announced as soon as practicable after the
closing of the bookbuilding process.
SSA Investments has undertaken that, without the prior written
consent of the Global Coordinator and subject to certain customary
exceptions, it will not dispose of any further B&M shares for a
period of 180 days following completion of the Placing.
B&M will not receive any proceeds from the Placing.
Enquires:
BofA Securities
* George Close-Brooks
* Andrew Briscoe +44 (0) 207 628 1000
IMPORTANT NOTICE
This announcement is not for publication, distribution or
release, directly or indirectly, in or into the United States of
America (including its territories and possessions), Australia,
Canada, Japan or the Republic of South Africa or any other
jurisdiction where such an announcement would be unlawful. The
distribution of this announcement may be restricted by law in
certain jurisdictions and persons into whose possession this
document or other information referred to herein comes should
inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a
violation of the securities laws of any such jurisdiction.
This announcement is not an offer of securities or investments
for sale nor a solicitation of an offer to buy securities or
investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an
offering of the securities or possession or distribution of this
announcement in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are
required to inform themselves about and to observe any such
restrictions.
The Placing Shares may not be offered to the public in any
jurisdiction in circumstances which would require the preparation
or registration of any prospectus or offering document relating to
the Placing Shares in such jurisdiction. No action has been taken
by SSA Investments S.à r.l. or any of its respective affiliates
that would permit an offering of the Placing Shares or possession
or distribution of this announcement or any other offering or
publicity material relating to such securities in any jurisdiction
where action for that purpose is required.
The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act"), and, subject to certain exemptions, may not be
offered or sold in the United States (as defined in Regulation S
under the Securities Act). Neither this document nor the
information contained herein constitutes or forms part of an offer
to sell or the solicitation of an offer to buy securities in the
United States. There will be no public offer of any securities in
the United States or in any other jurisdiction.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed at and my
only be communicated to (a) in the European Economic Area ("EEA"),
persons who are "qualified investors" within the meaning of Article
2(e) of Prospectus Regulation (Regulation (EU) 2017/1129); and (b)
in the United Kingdom, at "qualified investors" within the meaning
of Article 2(e) of the UK version of Prospectus Regulation
(Regulation (EU) 2017/1129) which forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 who are also (i)
persons having professional experience in matters relating to
investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order");
(ii) high net worth bodies corporate, unincorporated associations
and partnerships and trustees of high value trusts as described in
Article 49(2) of the Order; or (iii) persons to whom it may
otherwise lawfully be communicated (all such persons together being
referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this Announcement must
satisfy themselves that is lawful to do so.
In connection with any offering of the Placing Shares, Merrill
Lynch International and any of its affiliates acting as an investor
for their own account may take up as a proprietary position any
Placing Shares and in that capacity may retain, purchase or sell
for their own account such Placing Shares. In addition they may
enter into financing arrangements and swaps with investors in
connection with which they may from time to time acquire, hold or
dispose of Placing Shares. They do not intend to disclose the
extent of any such investment or transactions otherwise than in
accordance with any legal or regulatory obligation to do so.
Merrill Lynch International which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority, is
acting on behalf of SSA Investments and no one else in connection
with any offering of the Placing Shares and will not be responsible
to any other person for providing the protections afforded to any
of its clients or for providing advice in relation to any offering
of the Placing Shares. Merrill Lynch International will not regard
any other person as its client in relation to the offering of the
Placing Shares.
Rothschild & Co, which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting for
SSA Investments and no-one else in connection with the Placing.
Rothschild & Co will not regard any other person as its
client(s) in relation to the Placing and will not be responsible to
any person(s) other than the Seller for providing protections
afforded to clients of Rothschild & Co nor for providing
financial advice in relation to the Placing, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in B&M or its shares.
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts and
include statements regarding intentions, beliefs or current
expectations. No assurances can be given that the forward-looking
statements in this announcement will be realised. As a result, no
undue reliance should be placed on these forward-looking statements
as a prediction of actual events or otherwise.
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END
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January 11, 2021 12:22 ET (17:22 GMT)
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