REG - B&M European - £250 Million Senior Secured Notes Offering

B&M European Value Retail SAAnnouncement

13/11/2023 09:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231113:nRSM2393Ta&default-theme=true

RNS Number : 2393T  B&M European Value Retail S.A.  13 November 2023

 

 

 

13 November 2023

 

B&M European Value Retail S.A.

 

B&M Launches £250 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RETAIL VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR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 END 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 £250 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 £250 million in aggregate principal amount
of its existing £400 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whose 2025 Notes have been validly tendered (and not validly withdrawn) and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 £250
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") £30 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 £30 million in aggregate principal amount of the Notes in the Offering
to SSA and (ii) to tender at least £30 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 £30 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 £250 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 (mailto:investor.relations@bandmretail.com)

 

Media

For media please contact +44 (0) 207 379 5151

Maitland

Sam Cartwright

bmstores-maitland@maitland.co.uk (mailto: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.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCFIFIALSLVLIV