TIDMBME
RNS Number : 7297S
B&M European Value Retail S.A.
17 November 2021
17 November 2021
B&M European Value Retail S.A.
Pricing of GBP250 Million Senior Secured Notes Offering
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("EU
MAR") AND ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS
IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM BY VIRTUE OF
THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR
ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE
FOR, ANY SECURITIES OF B&M EUROPEAN RETAIL VALUE S.A. THIS
ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,
DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY
JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE
WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE OF THIS
ANNOUNCEMENT.
B&M European Value Retail S.A. (the "Company") (BME:LN)
announces that it has priced its offering of GBP250 million
aggregate principal amount of 4.000% senior secured notes due 2028
(the "Notes").
The Company will use the gross proceeds from the offering of the
Notes for general corporate purposes and to pay fees and expenses
incurred in connection with the offering of the Notes.
Upon the issuance of the Notes to the Initial Purchasers, SSA
Investments S.à r.l. ("SSA"), a related party of the Company which
is beneficially owned by Simon Arora, Bobby Arora and Robin Arora
(Simon Arora being the Chief Executive Officer of the Company and
Bobby Arora and Robin Arora each being a person discharging
managerial responsibility in relation to the Company's group), will
purchase GBP56.25 million principal amount of the Notes in the
Offering from the Initial Purchasers for a total consideration of
GBP56.25 million. As announced on 15 November 2021, this
transaction constitutes a smaller related party transaction under
Listing Rule 11.1.10R. The sponsor confirmation under that rule
that the terms of the proposed transaction are fair and reasonable
as far as shareholders of the Company are concerned, has been
obtained. Settlement of the transaction is expected to take place
on or about 24 November 2021. As a related party transaction this
disclosure is also made under the Luxembourg law of 24 May 2011 on
the exercise of certain rights of shareholders (as amended), in
relation to the disclosure of material related party
transactions.
The Notes will be senior secured obligations of the Company and
guaranteed by certain of its subsidiaries. The Notes will rank pari
passu in right of payment with the Company's obligations in respect
of its existing senior credit facilities and its existing GBP400
million 3.625% senior secured notes due 2025.
The Notes are expected to be issued on or about 24 November
2021, subject to the satisfaction of certain customary closing
conditions. T he Company has made an application for the Notes to
be listed on the Euro MTF market of the Luxembourg Stock
Exchange.
Enquiries
B&M European Value Retail S.A.
For further information please contact +44 (0) 151 728 5400
Simon Arora, Chief Executive
Alex Russo, Chief Financial Officer
Jonny Armstrong, Head of Investor Relations
investor.relations@bandmretail.com
Media
For media please contact +44 (0) 207 379 5151
Maitland
Sam Cartwright
bmstores-maitland@maitland.co.uk
Important Notice
This announcement is released by the Company and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of EU MAR and UK MAR,
encompassing information relating to the offering described above.
For the purposes of EU MAR, UK MAR, Article 2 of Commission
Implementing Regulation (EU) 2016/1055 and Article 2 of Commission
Implementing Regulation (EU) 2016/1055 as it forms part of domestic
law in the United Kingdom (the "UK") by virtue of the European
Union (Withdrawal) Act 2018, this announcement is made by Alex
Russo, Chief Financial Officer of B&M European Value Retail
S.A.
No communication and no information in respect of the offering
by the Company of notes described in this announcement (the
"Notes") may be distributed to the public in any jurisdiction where
a registration or approval is required. No steps have been or will
be taken in any jurisdiction where such steps would be required.
The offering or sale of the Notes may be subject to specific legal
or regulatory restrictions in certain jurisdictions. The Company
takes no responsibility for any violation of any such restrictions
by any person.
This announcement does not, and shall not, in any circumstances
constitute a public offering nor an invitation to the public in
connection with any offer in any jurisdiction.
In member states of the European Economic Area (the "EEA"), this
announcement and any offer of the securities referred to herein in
any member state of the EEA (each, a "Member State") will be made
pursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of the securities
referred to herein. Accordingly, any person making or intending to
make an offer in a Member State of Notes which are the subject of
the offering contemplated may only do so in circumstances in which
no obligation arises for the Company or any of the initial
purchasers to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation, in each case, in relation to such offer.
Neither the Company nor the initial purchasers have authorized, nor
do they authorize, the making of any offer of Notes in
circumstances in which an obligation arises for the Company or the
initial purchasers to publish a prospectus for such offer. The
expression "Prospectus Regulation" means Regulation (EU)
2017/1129.
In the UK, this announcement and any offer of the securities
referred to herein in the UK will be made pursuant to an exemption
under the UK Prospectus Regulation from the requirement to publish
a prospectus for offers of the securities referred to herein.
Accordingly, any person making or intending to make an offer in the
UK of Notes which are the subject of the offering contemplated may
only do so in circumstances in which no obligation arises for the
Company or any of the initial purchasers to publish a prospectus
pursuant to article 3 of the UK Prospectus Regulation, in each
case, in relation to such offer. Neither the Company nor the
initial purchasers have authorized, nor do they authorize, the
making of any offer of Notes in circumstances in which an
obligation arises for the Company or the initial purchasers to
publish a prospectus for such offer. The expression "UK Prospectus
Regulation" means Regulation (EU) 2017/1129 as it forms part of
domestic law in the UK by virtue of the European Union (Withdrawal)
Act 2018.
This announcement does not constitute an invitation or
inducement to engage in investment activity within the meaning of
the UK Financial Services and Markets Act 2000 (the "FSMA"). This
document is only being distributed to and is only directed at: (i)
persons who are outside the UK; (ii) persons who are investment
professionals within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"Order"); (iii) persons falling within Article 49(2)(a) to (d) of
the Order (high net worth entities, unincorporated associations,
etc.); or (iv) persons to whom an invitation or inducement to
engage in investment activity (within the meaning of section 21 of
the FSMA) in connection with the issue or sale of any securities
may otherwise lawfully be communicated or caused to be communicated
(all such persons together being referred to as "relevant
persons"). The Notes are available only to, and any invitation or
offer may be directed at, or any agreement to subscribe for,
purchase or otherwise acquire, any securities will be engaged in
only with, in the UK, relevant persons and, in any other
jurisdiction, persons to whom it can lawfully be communicated and
who may lawfully engage in such investment activity. Any person in
the UK who is not a relevant person should not act or rely on this
announcement or any of its contents.
The Notes may not be offered or sold to the public in
Luxembourg, directly or indirectly, and no offering memorandum,
form of application, advertisement or other material relating to
such Notes may be distributed, or otherwise be made available in or
from, or published in, Luxembourg except in circumstances where the
offer benefits from an exemption or constitutes a transaction
otherwise not subject to the requirements to publish a prospectus,
in accordance with the Prospectus Regulation.
This press release does not constitute or form a part of any
offer or solicitation to purchase or subscribe for securities in
the United States. The Notes have not been and will not be
registered under the U.S. Securities Act of 1933 (the "Securities
Act"), or with any securities regulatory authority of any state or
other jurisdiction in the United States, and may not be offered or
sold, directly or indirectly, within the United States, except
pursuant to an exemption from or in a transaction not subject to
the registration requirements of the Securities Act.
The distribution of this document in certain countries may
constitute a breach of applicable law. The information contained in
this document does not constitute an offer of securities for sale
in the United States, Australia, Canada or Japan.
This press release may not be published, forwarded or
distributed, directly or indirectly, in the United States,
Australia, Canada or Japan.
In connection with any issuance of the Notes, a stabilizing
manager (or any person acting on behalf of such stabilizing
manager) may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than
that which might otherwise prevail. However, there is no assurance
that the stabilizing manager (or any person acting on behalf of the
stabilizing manager) will undertake stabilization action. Any
stabilization action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Notes
is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the Notes
and 60 days after the date of the allotment of the Notes, as
applicable. Any stabilization action or over-allotment must be
conducted by the stabilizing manager (or person acting on behalf of
the stabilizing manager) in accordance with all applicable laws and
rules.
This announcement contains certain forward-looking statements
with respect to certain of the Company's current expectations and
projections about future events. These statements, which sometimes
use words such as "proposed, " "expect," and words of similar
meaning, reflect management's beliefs and expectations and involve
a number of risks, uncertainties and assumptions (including the
completion of the transactions described in this announcement) that
could cause actual results and performance to differ materially
from any expected future results or performance expressed or
implied by the forward-looking statement. The information contained
in this announcement is subject to change without notice and,
except as required by applicable law, neither the Company assumes
any responsibility or obligation to update publicly or review any
of the forward-looking statements contained in it. Readers should
not place undue reliance on forward-looking statements, which speak
only as at the date of this announcement.
MiFIR professionals / ECPs only / No PRIIPs / UK PRIIPs KID -
Manufacturer target market (MiFID II product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs regulation key information
document (KID) has been prepared as the notes are not available to
retail investors in the EEA or the United Kingdom.
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END
MSCDKOBQPBDDQDD
(END) Dow Jones Newswires
November 17, 2021 10:48 ET (15:48 GMT)
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