REG - B&M European - Pricing of Senior Secured Notes Offering

B&M European Value Retail SAAnnouncement

17/11/2021 15:50

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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 £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 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RETAIL VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR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 END OF THIS ANNOUNCEMENT.

 

B&M European Value Retail S.A. (the "Company") (BME:LN) announces that it
has priced its offering of £250 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 £56.25 million principal amount of the Notes in the
Offering from the Initial Purchasers for a total consideration of £56.25
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 £400 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. The 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 (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 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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