TIDMBME
RNS Number : 2418T
B&M European Value Retail S.A.
13 November 2023
13 November 2023
B&M European Value Retail S.A.
B&M Launches 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 (THE "UK") 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ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,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 TO ANY U.S.
PERSON 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 today that it intends to offer sterling-denominated
senior secured notes in an aggregate principal amount of GBP250
million due 2030 (the "Notes").
The Company intends to use the gross proceeds from the offering
of the Notes (the "Offering") to purchase up to GBP250 million in
aggregate principal amount of its existing GBP400 million 3.625%
Senior Secured Notes due 2025 (the "2025 Notes") in a cash offer to
holders of 2025 Notes to tender their 2025 Notes for purchase by
the Company (the "Tender Offer"), for general corporate purposes
and to pay fees and expenses incurred in connection with the
Offering and the Tender Offer. The Company also intends to pay an
accrued interest payment corresponding to accrued and unpaid
interest on the 2025 Notes from (and including) the immediately
preceding interest payment date for the 2025 Notes up to (but
excluding) the relevant settlement date to all noteholders whose
2025 Notes have been validly tendered (and not validly withdrawn)
and accepted for purchase in the Tender Offer. To the extent less
than GBP250 million in aggregate principal amount of the 2025 Notes
is purchased in the Tender Offer, the Company intends to use the
difference between the amount of net proceeds which would have been
used to purchase the relevant maximum acceptance amount (as
determined by the Company in its sole and absolute discretion) of
the 2025 Notes and the amount of net proceeds actually used to
purchase 2025 Notes for general corporate purposes.
Affiliates of Simon Arora, previously being a director and the
Chief Executive Officer of the Company, and Bobby Arora, the
Company's Group Trading Director (and their affiliated entities,
collectively, "SSA"), collectively hold a portion of the 2025 Notes
and have agreed (subject to, inter alia, receipt by the Company of
the sponsor confirmation that the terms of the proposed
transactions are fair and reasonable as far as shareholders of the
Company are concerned as required by Listing Rule 11.1.10R of the
Financial Conduct Authority (the "Listing Rules")) (i) to purchase
from the initial purchasers of the Notes (the "Initial Purchasers")
GBP30 million in aggregate principal amount of the Notes in the
Offering, and the Initial Purchasers have (subject to, inter alia,
receipt by the Company of such sponsor confirmation) agreed to sell
GBP30 million in aggregate principal amount of the Notes in the
Offering to SSA and (ii) to tender at least GBP30 million in the
aggregate principal amount of the 2025 Notes held by SSA in the
Tender Offer. The Company is under no obligation to accept for
purchase any 2025 Notes tendered pursuant the Tender Offer, and the
acceptance for purchase by the Company of any 2025 Notes pursuant
to the Tender Offer is at the sole and absolute discretion of the
Company. Subject to the completion of the above mentioned intended
acquisition by SSA of GBP30 million principal amount of the Notes
in the Offering, SSA have also agreed, for a period of six months
from the date of such acquisition, not to directly or indirectly
sell, contract to sell or otherwise dispose of any of the Notes
acquired by SSA, except with the prior written consent of HSBC Bank
plc, BNP Paribas and BofA Securities Europe SA. Subject to this
transaction being completed, it will constitute a smaller related
party transaction under Listing Rule 11.1.10R.
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, the 2025 Notes and its
existing GBP250 million 4.000% senior secured notes due 2028.
Enquiries
B&M European Value Retail S.A.
For further information please contact +44 (0) 151 728 5400
Mike Schmidt, Chief Financial Officer
Alex Simpson, General Counsel
Pete Waterhouse, Group Financial Controller
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 and the Tender
Offer. 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 UK by virtue of the European Union (Withdrawal) Act
2018, this announcement is made by Mike Schmidt, 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 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 do so only 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
(as amended).
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
do so only 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 amended) 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 (which includes its territories and possessions,
Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake
Island, the Northern Mariana Islands, any state of the United
States or the District of Columbia) . The Notes and the related
guarantees have not been and will not be registered under the U.S.
Securities Act of 1933, as amended (the "Securities Act"), or the
securities laws 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 or applicable state or local securities
laws.
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," "will," 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 / MiFID professionals / ECPs only / No
PRIIPs / UK PRIIPs KID - Manufacturer target market (MiFIR product
governance and 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 UK.
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END
MSCFIFVALSLVLIV
(END) Dow Jones Newswires
November 13, 2023 04:39 ET (09:39 GMT)
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