REG - B&M European - Final Results of Tender Offer 3.625% Senior Notes

B&M European Value Retail SAAnnouncement

21/11/2023 11:45

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RNS Number : 1497U  B&M European Value Retail S.A.  21 November 2023

 

 

 

21 November 2023

 

B&M European Value Retail S.A.

 

B&M Announces Final Results of Tender Offer of its 3.625% Senior Secured
Notes due 2025

 

 

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, ISSUE OR PURCHASE, OR ANY
SOLICITATION OF AN OFFER TO PURCHASE, SUBSCRIBE FOR OR SELL, 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B&M EUROPEAN RETAIL VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION,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 "Offeror") (BME:LN) announces today
the final results of its cash offer to holders of its existing £400 million
3.625% Senior Secured Notes due 2025 (the "Existing Notes") to tender their
Existing Notes for purchase by the Offeror (the "Tender Offer"), which was
initially announced on 13 November 2023. On 15 November 2023, the Offeror
announced that it would accept for purchase Existing Notes that were validly
tendered and not validly withdrawn pursuant to the Tender Offer up to an
indicative Maximum Acceptance Amount of £250 million. The Offeror today
announces that £244,480,000 principal amount of Existing Notes have been
validly tendered in the Tender Offer. The expiration time for the Tender Offer
was 4:00 p.m. London time on 20 November 2023.

 

The final results of the Tender Offer are as follows:

 Description of the Existing Notes     Outstanding Principal Amount  ISIN/Common Code         Purchase Price((1))  Maximum Acceptance Amount  Total Principal Amount of Existing Notes Tendered for Purchase  Scaling Factor  Total Principal Amount of Existing Notes Accepted for Purchase
 3.625% Senior Secured Notes due 2025  £400,000,000                  ISIN: XS2199627030       98%                  £250,000,000               £244,480,000                                                    N/A             £244,480,000

                                                                     Common Code: 219962703

(1)        Expressed as a percentage of principal amount of Existing
Notes tendered and accepted by the Offeror, exclusive of any accrued and
unpaid interest, which will be paid to, but not including, the Settlement Date
(as defined herein).

 

The Offeror announced on 13 November 2023 its intention to offer new sterling
denominated senior secured notes due 2030 (the "New Notes") in aggregate
principal amount of £250 million. Consummation of the Tender Offer remains
subject to the satisfaction of certain conditions, including, without
limitation, the successful completion (in the sole determination of the
Offeror) of the issue of the New Notes (the "New Financing Condition") and the
conditions set out herein (each as more fully described in the tender offer
memorandum dated 13 November 2023 (the "Tender Offer Memorandum"). Capitalised
terms used in this announcement but not defined have the meanings given to
them in the Tender Offer Memorandum. There can be no assurance that the
Offeror will be able to satisfy the New Financing Condition. Subject to
applicable law, the Offeror reserves the right, in its sole and absolute
discretion, to waive any and all conditions to the Tender Offer.

 

The Offeror has determined that the Maximum Acceptance Amount in the Tender
Offer is £250 million and that (subject to satisfaction or waiver of the New
Financing Condition on or prior to the Settlement Date) it will accept for
purchase £244,480,000 in principal amount of Existing Notes validly tendered
in the Tender Offer. As the Maximum Acceptance Amount is greater than the
amount of Existing Notes validly tendered in the Tender Offer and the amount
of Existing Notes receiving Priority of Acceptance, the Offeror has also
accepted all of the Tender Only Instructions received from Noteholders and no
scaling shall be applied to any of the Existing Notes accepted for purchase in
the Tender Offer.

 

The Offeror will pay, for Existing Notes accepted for purchase pursuant to the
Tender Offer (and subject to satisfaction or waiver of the New Financing
Condition), a cash consideration amount (the "Purchase Consideration") equal
to the product of (i) the purchase price equal to 98% of the principal amount
of such Existing Notes (such percentage, the "Purchase Price") and (ii) the
principal amount of such Existing Notes accepted for purchase pursuant to the
Tender Offer. The Offeror will also pay an accrued interest payment
corresponding to accrued and unpaid interest on the Existing Notes from (and
including) the immediately preceding interest payment date for the Existing
Notes up to (but excluding) the Settlement Date to all noteholders whose
Existing Notes have been validly tendered (and not validly withdrawn) and
accepted for purchase.

 

The date of settlement of the Tender Offer is expected to be 23 November 2023
(the "Settlement Date"), provided that all conditions to the occurrence of the
Settlement Date have been satisfied or waived. Existing Notes purchased by the
Offeror pursuant to the Tender Offer are expected to be cancelled and will not
be re-issued or re-sold. Any Existing Notes that have not been successfully
tendered and accepted for purchase by the Offeror will remain outstanding.

 

Questions regarding the Tender Offer may be directed to (i) HSBC Bank plc, BNP
Paribas and BofA Securities Europe SA (collectively, the "Dealer Managers"),
at HSBC Bank plc, by phone at +44 20 7992 6237 or email at LM_EMEA@hsbc.com
(mailto:LM_EMEA@hsbc.com) ; BNP Paribas, by phone at +33 1 55 77 78 94 or
email at liability.management@bnpparibas.com; or BofA Securities Europe SA, by
phone at +33 1 877 01057 or email at DG.LM-EMEA@bofa.com
(file://///eudebfsprd02/_mgordonb$/NRPortbl/EURO/MGORDONB/DG.LM-EMEA@bofa.com)
; or (ii) Kroll Issuer Services Limited (the "Tender Agent"), by phone at +44
20 7704 0880, by email at BandM@is.kroll.com or online at
https://deals.is.kroll.com/BandM (https://deals.is.kroll.com/BandM) .

 

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 Offeror 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 New
Notes 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 Tender Offer by the
Offeror of the Existing 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
tender or purchase of the Existing Notes may be subject to specific legal or
regulatory restrictions in certain jurisdictions. The Offeror 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.

This announcement is not for release, publication or distribution in whole or
in part to any U.S. person (as defined in the U.S. Securities Act of 1933, as
amended (the "Securities Act") or in or into 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) or any other jurisdiction where it
is unlawful to release, publish or distribute this announcement. Securities
may not be offered, sold or delivered in the United States absent registration
under, or an exemption from the registration requirements of, the Securities
Act.

This announcement is not an offer of securities (and the Tender Offer is not
being made) to U.S. persons or in the United States. The securities referred
to herein have not been and will not be registered under the Securities Act,
or any securities regulatory authority of any state or other jurisdiction in
the United States, and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons, except pursuant to an
applicable exemption from registration. No public offering of securities is
being made in the United States. Any purported tender of the Existing Notes
resulting, directly or indirectly, from a violation of the restrictions herein
will be invalid and any purported tender of the Existing Notes by a person
located in the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be accepted.

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Tender Offer or the offering of
the New Notes are not being made, and such documents and/or materials have not
been approved, by an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly,
such documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the UK. The communication of such
documents and/or materials is exempt from the restriction on financial
promotions under section 21 of the FSMA on the basis that it is only directed
at and may only be communicated to (1) persons who have professional
experience in matters relating to investments, being "investment
professionals" as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (2) persons
who fall within Article 43(2) of the Order; (3) high net worth companies, and
other persons to whom it may lawfully be communicated, falling within Article
49(2)(a) to (d) of the Order; or (4) any other persons to whom these documents
and/or materials may lawfully be communicated. Any investment or investment
activity to which the Tender Offer Memorandum relates is available only to
such persons or will be engaged in only with such persons and other persons
should not rely on it.

In addition, if and to the extent that this announcement is communicated in,
or the offer of securities to which it relates is made in any EEA member
state, this announcement and the offering of any securities described herein
are only addressed to and directed at persons in that member state of the EEA
who are "qualified investors" within the meaning of Regulation (EU) 2017/1129
(as amended, the "EU Prospectus Regulation") (or who are other persons to whom
the offer may lawfully be addressed) and must not be acted on or relied on by
other persons in that member state of the EEA. The offer and sale of any
securities related to this announcement will be made pursuant to an exception
under the EU Prospectus Regulation from the requirement to produce a
prospectus for offers of securities. This announcement (and the Tender Offer
Memorandum) does not constitute a prospectus within the meaning of the EU
Prospectus Regulation or an offer to the public.

If and to the extent that this announcement is communicated in, or the offer
of securities to which it relates is made in the UK, this announcement and the
offering of any securities described herein are only addressed to and directed
at persons in the UK who are "qualified investors" within the meaning of
Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") (or who
are other persons to whom the offer may lawfully be addressed) and must not be
acted on or relied on by other persons in the UK. The offer and sale of any
securities related to this announcement will be made pursuant to an exception
under the UK Prospectus Regulation from the requirement to produce a
prospectus for offers of securities. This announcement (and the Tender Offer
Memorandum) does not constitute a prospectus within the meaning of the UK
Prospectus Regulation or an offer to the public.

This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information that should be read carefully before any decision is
made with respect to the Tender Offer. If any eligible holder of the Existing
Notes is in any doubt as to the contents of this announcement or the Tender
Offer Memorandum or the action he or she should take, he or she is recommended
to seek his or her own financial and legal advice, including in respect of any
financial, accounting and tax consequences, immediately from its broker, bank
manager, solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Existing Notes are held on its behalf
by a broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to tender such Existing
Notes pursuant to the Tender Offer. None of the Offeror, Dealer Managers or
Tender Agent makes any recommendation as to whether eligible holders should
tender their Existing Notes pursuant to the Tender Offer.  None of the
Offeror, the Dealer Managers or the Tender Agent (or any of their respective
directors, officers, employees, agents or affiliates) is providing any
eligible holder of the Existing Notes with any legal, business, financial
investment, tax or other advice in this announcement or the Tender Offer
Documents. Noteholders should consult with their own advisers as needed to
assist them in making an investment decision and to advise them whether they
are legally permitted to tender Existing Notes for cash.

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell any securities. The Tender Offer is being made only by, and
pursuant to the terms of, the Tender Offer Documents. This announcement does
not constitute an invitation to participate in the Tender Offer in or from any
jurisdiction in or from which, or to or from any person to or from whom, it is
unlawful to make such offer under applicable securities or blue sky laws or
otherwise, in particular the United States or U.S. persons (as defined in the
Securities Act), respectively. In any jurisdiction where the laws require the
Tender Offer to be made by a licensed broker or dealer, the Tender Offer will
be made by the Dealer Managers or any of their respective affiliates on behalf
of the Offeror. The Existing Notes may not be sold or delivered, directly or
indirectly, in the United States or to, or for the account or benefit of, any
U.S. persons. No public offering of securities is being made in the United
States.

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. The distribution
of the Tender Offer Memorandum in certain jurisdictions may be restricted by
law. Persons into whose possession the Tender Offer Memorandum comes are
required to inform themselves about, and to observe, any such restrictions.

This announcement contains certain forward-looking statements with respect to
certain of the Offeror's current expectations and projections about future
events. These statements, which sometimes use words such as "intends,"
"proposes," "expects," "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 Offeror 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.

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