REG - B&M European - Notice of EGM to approve Migration

B&M European Value Retail SAAnnouncement

19/06/2025 07:00

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RNS Number : 4729N  B&M European Value Retail S.A.  19 June 2025

 

B&M European Value Retail S.A.

3, rue Gabriel Lippmann, L-5365 Munsbach,

Luxembourg

 

(the "Company")

 

 

19 June 2025

 

Notice of EGM to approve the Migration

B&M European Value Retail S.A. (the "Company"), the UK's leading general
merchandise value retailer, announces that today it has published a Notice of
an Extraordinary General Meeting of the Company ("Notice of EGM" and "EGM",
respectively). The EGM will be held at 12:30 pm (CET) on Tuesday 22 July 2025
at the SOFITEL Europe, 6, rue du Fort Niedergrünewald, L-2226 Luxembourg.
Words and expressions that are defined in the Notice of EGM have the same
meanings in this announcement unless the context requires otherwise.

The purpose of the EGM is for the shareholders of the Company to consider and
vote upon the resolutions to approve the Migration and certain associated
matters in connection with the Migration.

The Migration will entail relocating the Company's domicile from Luxembourg to
Jersey, such that the Company will become a Jersey company pursuant to a
statutory migration under applicable Luxembourg and Jersey law ("B&M
Jersey"). The Directors believe that there are a number of benefits that arise
from the Migration, including simplifying the Company's corporate and
administrative structure, providing greater flexibility for returning capital
to shareholders going forward, including through share buybacks and by virtue
of the fact that following the Migration being completed, shareholders will be
able to hold their shares directly through CREST and no longer in the form of
CDIs. In addition, the Company would be fully subject to the UK Takeover Code
and would no longer need to rely on the provisions in its Articles that are
intended to provide a framework for the conduct of any potential takeover
offer for the Company. Furthermore, dividends paid following the Migration
will not be subject to dividend withholding tax.

The Company intends to retain its London listing and its eligibility for
inclusion in the FTSE's UK Index and will apply for Admission of the ordinary
shares in B&M Jersey following completion of the Migration.

Completion of the Migration is subject to certain regulatory approvals and
other consents. It is expected that, if the Migration is approved by
shareholders at the EGM, the Migration will be completed in H2 2025. The
Notice of EGM contains further details about the Migration and the expected
timetable of key events.

The Notice of the EGM (including all resolutions proposed to be voted on at
the EGM) which contains, among other things, a summary of certain significant
differences between Luxembourg and Jersey Companies Law is available for
viewing at https://www.bandmretail.com/investors/company-meetings/egm
(http://www.bandmretail.com/investors/company-meetings/egm) . and a copy of
the full text of the proposed B&M Jersey Articles is available at:

https://www.bandmretail.com/~/media/Files/B/Bmstores-Corp/documents/investors/company-meetings/egm/2025/bm-jersey-articles-of-association.pdf
(https://www.bandmretail.com/~/media/Files/B/Bmstores-Corp/documents/investors/company-meetings/egm/2025/bm-jersey-articles-of-association.pdf)

The Board unanimously recommends that shareholders vote in favour of all the
resolutions set out in the Notice of the Extraordinary General Meeting which
they consider to be in the best corporate interest of the Company and in the
best interests of shareholders as a whole.

 

*******************************************************************************************************************

Related Questions & Answers on the Migration of

B&M European Value Retail S.A.

It should be noted that the Questions & Answers below are indicative only
and are not and do not purport to be an exhaustive summary of all relevant
considerations. Reading these Questions & Answers is not a substitute for
reading in full the Notice of EGM and any other documentation published by the
Company relating to the Migration. The statements contained in these Questions
and Answers are not to be construed as legal, business, financial or tax
advice. If shareholders are in any doubt about the action they should take,
they are recommended to seek their own financial advice immediately from a
stockbroker, bank manager, lawyer, accountant, tax adviser or other authorised
independent professional adviser.

1.   How will the Migration be achieved?

The Migration will be effected by means of a statutory migration process under
applicable Luxembourg and Jersey law, which does not involve any change in the
Company's legal personality or any statutory merger, consolidation or similar
plan of acquisition. Upon implementation of the Migration being completed, the
Company will cease to be a Luxembourg entity and will become a Jersey public
limited company with the name "B&M European Value Retail plc" ("B&M
Jersey").

Under Luxembourg law and the Articles, the nationality of the Company may be
changed by a shareholder resolution passed at a general meeting of
shareholders in the manner required for an amendment of the Articles, and the
Board is proposing to transfer the registered office of the Company from
Luxembourg to Jersey and its central administration (administration centrale)
from Luxembourg to the United Kingdom, without any change to its legal
personality.

2.   What will happen to the Company's constitutional documents and
governance arrangements?

Whilst there will not be any change to its legal personality, subject to the
passing of resolutions 1 to 3 at the EGM, the Company's constitutional
documents will change with a new memorandum and articles of association
appropriate for a Jersey public limited company (the "B&M Jersey
Articles") becoming the constitutional documents of the Company and replacing
the Articles. As noted above, should the Migration be implemented then the
Company would become fully subject to the Takeover Code and would no longer
need to rely on provisions in its constitutional documents to provide a
framework for the conduct of any potential takeover offer for the Company.

The full text of the proposed B&M Jersey Articles is available on the
Company's corporate website, under the EGM dedicated webpage:
https://www.bandmretail.com/~/media/Files/B/Bmstores-Corp/documents/investors/company-meetings/egm/2025/bm-jersey-articles-of-association.pdf
(https://www.bandmretail.com/~/media/Files/B/Bmstores-Corp/documents/investors/company-meetings/egm/2025/bm-jersey-articles-of-association.pdf)
.

Appendix II to the Notice of EGM also sets out a high level summary of certain
differences between key applicable Luxembourg law and Jersey law concepts,
notably focusing on significant differences between the Luxembourg law of 10
August 1915 on commercial companies, as amended (the "Luxembourg Companies
Law") and the Companies (Jersey) Law 1991 ("Jersey Companies Law") and certain
provisions in the Company's current Articles and the B&M Jersey Articles.

There will be no changes to the composition of the Company's Board or its
Board committees, nor to its executive management team, as a consequence of
the Migration.

3.   What will happen to the Company's ordinary shares?

Upon implementation of the Migration being completed, a holder of ordinary
shares in the Company will become a holder of the same number of ordinary
shares in B&M Jersey (the "B&M Jersey Shares").

Rather than being held through LuxCSD, the Luxembourg central securities
depositary, following the Migration being completed, shareholders will be able
to hold the B&M Jersey Shares directly through CREST and CDIs will no
longer be required. If the Migration is approved by shareholders at the EGM,
an announcement setting out details of how the B&M Jersey Shares may be
held by shareholders upon implementation of the Migration being completed and
any other relevant matters will be made by the Company via a Regulatory
Information Service in due course and in any case ahead of Admission (as
defined below).

A summary of the rights attached to the B&M Jersey Shares is set out in
the Notice of EGM and a summary of certain differences between Jersey
Companies Law and Luxembourg Companies Law and certain provisions in the
Company's current Articles are set out in Appendix II to the Notice of EGM.

4.   What will happen to dividends?

The Company's current dividend policy of distributing 40-50 per cent. of
adjusted earnings remains unchanged and any dividends paid will continue to be
paid in pounds sterling. All shareholder mandates relating to the payment of
dividends and other instructions (or deemed instructions) given to the Company
and in force immediately prior to the implementation of the Migration being
completed are expected to be, as from completion of the Migration becoming
effective, an effective mandate or instruction in respect of the B&M
Jersey Shares, unless amended or revoked by the relevant shareholder or
otherwise required by applicable law or regulation. In addition, dividends
paid following the Migration will not be subject to dividend withholding tax.

5.   What will happen to awards under the Company's incentive plans?

Cash awards granted under the Executive Annual Incentive Plan and share awards
granted under the Deferred Share Bonus Plan, the Long Term Incentive Plan 2014
and the Long Term Incentive Plan 2024 will not vest early as a result of the
Migration and will continue on their current terms, following the Migration
being completed.

6.   What will happen to the Group's debt financing and senior secured
notes?

The Group has in place a number of debt financing arrangements, including an
existing senior facilities agreements and certain senior secured notes (the
"Notes"). Given there will be no change to the Company's  legal personality,
the Migration will not trigger any change of control or event of default
provisions under the Group's existing debt facilities or the Notes. As such,
there will be no impact on the Group's borrowings or financing arrangements
(including the Notes) as a consequence of the Migration.

7.   Are any regulatory approvals required?

If the Migration is approved by shareholders at the EGM, the Company will make
an application to the Jersey Financial Services Commission ("JFSC"), in its
capacity as the registrar of companies for Jersey (the "Jersey Registrar"),
for approval of the Migration and to give effect to it under Jersey law. Once
the Jersey Registrar is satisfied with the application, it will issue a
certificate of continuance as evidence that (i) B&M Jersey is a company
incorporated under Jersey law and (ii) the requirements of Jersey law have
been complied with in respect of the Migration. Upon issuance of the
certificate of continuance, the Migration will become effective and the
Company will become B&M Jersey, a company incorporated under the laws of
Jersey and will be deregistered from the Luxembourg Trade and Companies‎
Register (Registre de Commerce et des Sociétés, RCS)‎.

In addition, if the Migration is approved by shareholders at the EGM, the
Company will make an application to the JFSC to seek its consent under Article
4 of the Control of Borrowing (Jersey) Order 1958 in respect of the Notes with
effect from completion of the Migration.

8.   What will happen to the London listing?

Following completion of the Migration, the Company will retain its London
listing and its place on the FTSE's UK Index and will apply for the ordinary
shares in B&M Jersey (the "B&M Jersey Shares") to be admitted to the
Official List of the Financial Conduct Authority (the "FCA") and to trading on
the main market for listed securities of the London Stock Exchange in place of
the existing shares (together, the "Admission"). Upon the Migration becoming
effective, a new International Securities Identification Number ("ISIN") will
be issued in respect of the B&M Jersey Shares and details of this ISIN
will be announced via a Regulatory Information Service in due course once
available and in advance of the Migration being completed.

9.   Will the resolutions passed at the AGM continue to have effect
following the Migration?

As certain of the resolutions to be proposed at the Company's Annual General
Meeting of shareholders to be held immediately prior to the EGM at 12:00 noon
on Tuesday 22 July 2025 relate to matters that are currently subject to
Luxembourg law but will be subject to Jersey law upon the Migration becoming
effective, a further extraordinary general meeting of the Company will be
required to be convened following implementation of the Migration being
completed for shareholders to consider and, if thought fit, pass equivalent
resolutions which will have effect under Jersey law. A separate notice
convening an extraordinary general meeting of B&M Jersey for these
purposes will be published in due course following the implementation of the
Migration being completed.

10.  What are the tax implications for the Company and shareholders following
the Migration?

The Company is currently tax resident in Luxembourg. Following the Migration
becoming effective, and immediately following Admission, it is intended that
the Company will be managed and controlled in the United Kingdom and therefore
will be deemed to be tax resident in the United Kingdom. The effective tax
rate of the Group is not expected to be materially impacted by the change in
the Company's tax residence.

Further information about tax implications of the Migration for shareholders
who are tax resident in the United Kingdom or in the United States are set out
in Appendix III to the Notice of EGM.

*******************************************************************************************************************

Enquiries

 

B&M European Value Retail S.A.

For further information please contact: +44 (0) 151 728 5400 Ext. 6363

Alexander Simpson, Group General Counsel

Dave McCarthy, Head of Investor Relations, Investor.relations@bandmretail.com

 

Media

For media please contact:

Sam Cartwright, H-advisors, sam.cartwright@h-advisors.global
(mailto:sam.cartwright@h-advisors.global)  +44 (0) 7827 254 561

Jonathan Cook, H-advisors, jonathan.cook@h-advisors.global
(mailto:jonathan.cook@h-advisors.global)  +44 (0) 7730 777 865

 

About B&M European Value Retail S.A.

B&M European Value Retail S.A. is a variety retailer with 777 stores in
the UK operating under the "B&M" brand, 343 stores under the "Heron
Foods" and "B&M Express" brands, and 135 stores in France also operating
under the "B&M" brand as at 29 March 2025.

The B&M Group was founded in 1978 and listed on the London Stock Exchange
in June 2014. For more information, please visit www.bandmretail.com
(http://www.bandmretail.com/) .

 

 

 

 

 

 

 

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