REG - B&M European - Publication of a Prospectus - Migration

B&M European Value Retail SAAnnouncement

25/02/2026 11:00

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RNS Number : 3763U  B&M European Value Retail S.A.  25 February 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.

 

This announcement is an advertisement and not a prospectus for the purposes of
the Public Offers and Admission to Trading Regulations 2024 (SI 2024/105) of
the Financial Conduct Authority ("FCA") or otherwise and is not an offer of
securities for sale in any jurisdiction, including in or into the United
States, Australia, Canada, Japan or South Africa.

 

Neither this announcement, nor anything contained herein, shall form the basis
of, or be relied upon in connection with, any offer or commitment whatsoever
in any jurisdiction. Investors should not subscribe for or purchase any shares
referred to in this announcement or the Prospectus (as defined below) except
solely on the basis of the information contained in a prospectus in its final
form (together with any supplementary prospectus, if relevant, the
"Prospectus"), including the risk factors set out therein, published today by
B&M European Value Retail S.A. (the "Company"), in connection with the
proposed admission of ordinary shares in B&M European Value Retail plc
("B&M Jersey") ("B&M Jersey Shares") to listing on the equity shares
(commercial companies) category of the Official List of the Financial Conduct
Authority ("FCA") and to trading on the main market for listed securities of
London Stock Exchange plc (the "London Stock Exchange"). A copy of the
Prospectus will be available for inspection from the Company's registered
office at 3, rue Gabriel Lippmann, L-5365 Munsbach, Luxembourg and on the
Group's website at www.bandmretail.com, subject to certain access
restrictions.

 

25 February 2026

 

B&M European Value Retail S.A.

Announcement of Publication of Prospectus

Further to the announcement to shareholders on the settlement process
published by the Company on 13 October 2025 in connection with its proposed
statutory migration from Luxembourg to Jersey (the "Migration"), the Company
confirms that the Prospectus has been approved by the FCA and has been
published.

The Prospectus relates to the admission of the B&M Jersey Shares to the
equity shares (commercial companies) category of the Official List of the FCA
and to trading on the main market for listed securities of the London Stock
Exchange (together, "Admission").

Details of the Migration are set out in the Prospectus, a copy of which is
available on the Company's website at www.bandmretail.com, subject to certain
access restrictions. Hard copies will be available during normal business
hours at the Company's registered office. The Prospectus has also been
submitted to the National Storage Mechanism and will be available shortly for
inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

It is expected that Admission will become effective and that unconditional
dealings will commence at 8.00 am (UK time) on 2 March 2026.

Merrill Lynch International ("BofA Securities") is acting as sponsor under the
UK Listing Rules in relation to the Admission.

The Company has prepared an FAQ document for shareholders which is available
on the Company's website here
(https://www.bandmretail.com/investors/migration-to-jersey) .

Shareholders are advised to read the FAQ document carefully to ensure that
they understand the arrangements that will apply to them following the
Migration being completed and the actions, if any, that they may wish to take.

Disclaimer

The information set out in this announcement is for informational purposes
only and is not, and is not to be construed as being, legal, business,
financial or tax advice. If you are in any doubt the contents of this
announcement or the action you should take or any potential tax consequences
relating to any changes in the way in which you hold your Shares, you should
consult your own appropriately authorised legal adviser, financial adviser or
tax adviser.

If you hold your shares through a nominee, broker, custodian, trustee or in an
ISA then you should also consult the relevant nominee, broker, custodian,
trustee or ISA provider for assistance.

Enquiries

 

B&M European Value Retail S.A.

 

For further information please contact:

Alexander Simpson, Group General Counsel

+44 (0) 151 728 5400 Ext. 6363

 

Andrew Orchard, Head of Investor Relations

Investor.relations@bandmretail.com

 

IMPORTANT LEGAL INFORMATION

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.

The contents of this announcement have been prepared by and are the sole
responsibility of the Company. The Company is not offering any B&M Jersey
Shares or other securities in connection with the proposals described in this
announcement. This announcement does not constitute or form part of, and
should not be construed as, any offer for sale or subscription of, or
solicitation of any offer to buy or subscribe for, any securities in the
Company or securities in any other entity, in any jurisdiction, nor shall it,
or any part of it, or the fact of its distribution, form the basis of, or be
relied on in connection with, any contract or investment decision whatsoever,
in any jurisdiction.

BofA Securities, which is authorised in the United Kingdom by the Prudential
Regulation Authority ("PRA") and regulated in the United Kingdom by the FCA
and the PRA, is acting exclusively for the Company and no one else in
connection with the Admission, and will not be responsible to anyone other the
Company for providing the protections afforded to its clients or for providing
advice in relation to the Admission or any transaction, matter, or arrangement
referred to in this announcement. This announcement is not for publication or
distribution, directly or indirectly, in or into the United States of America,
Australia, Canada, Japan or South Africa. This announcement is not an offer of
securities for sale into the United States, Australia, Canada, Japan or South
Africa. The securities referred to herein have not been and will not be
registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any state or other
jurisdiction of the United States. The securities may not be offered or sold
in the United States, except pursuant to an applicable exemption from or in a
transaction not subject to the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state or other
jurisdiction of the United States. No public offering of the securities
referred to herein is being made in the United States or any other
jurisdiction.

This announcement may include forward-looking statements, which are based on
current expectations and projections about future events. These statements may
include, without limitation, any statements preceded by, followed by or
including words such as "target", "believe", "expect", "aim", "intend", "may",
"anticipate", "estimate", "plan", "project", "will", "can have", "likely",
"should", "would", "could" and any other words and terms of similar meaning or
the negative thereof. These forward-looking statements are subject to risks,
uncertainties and assumptions about the Company and its subsidiaries from time
to time (the "Group") and its investments, including, among other things, the
development of its business, trends in its operating environment, and future
capital expenditures and acquisitions. The forward-looking statements in this
announcement speak only as at the date of this announcement. Further, certain
forward-looking statements are based upon assumptions of future events which
may not prove to be accurate and none of the Group nor BofA Securities, nor
any of such person's affiliates or their respective directors, officers,
employees, agents and/or advisors, nor any other person(s) accepts any
responsibility for the accuracy or fairness of the opinions expressed in this
announcement or the underlying assumptions. Actual events or conditions are
unlikely to be consistent with, and may differ significantly from, those
assumed. In light of these risks, uncertainties and assumptions, the events in
the forward-looking statements may not occur. No representation or warranty is
made that any forward-looking statement will come to pass. No one undertakes
to update, supplement, amend or revise any forward-looking statements. You are
therefore cautioned not to place any undue reliance on forward-looking
statements.

Potential investors should not base their financial decision on this
announcement. Acquiring investments to which this announcement relates may
expose an investor to a significant risk of losing all of the amount invested.
Persons considering making investments should consult an authorised person
specialising in advising on such investments. This announcement does not
constitute a recommendation in relation to the B&M Jersey Shares. The
value of shares can decrease as well as increase. Potential investors should
consult a professional advisor as to the suitability of any investment in the
B&M Jersey Shares for the person concerned.

Nothing contained herein constitutes or should be construed as (i) investment,
tax, financial, accounting or legal advice; (ii) a representation that any
investment or strategy is suitable or appropriate to your individual
circumstances; or (iii) a personal recommendation to you.

Neither BofA Securities nor any of its affiliates and/or any of its or its
affiliates' respective directors, officers, employees, advisers and/or agents
accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to, the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) and/or any other
information relating to the Company and/or its associated companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available, or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection therewith.

For the avoidance of doubt, the contents of the Group's website are not
incorporated by reference into, and do not form part of, this announcement.

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