REG - B&M European - Tender Offer Indicative Maximum Acceptance Amount

B&M European Value Retail SAAnnouncement

15/11/2023 10:15

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RNS Number : 5592T  B&M European Value Retail S.A.  15 November 2023

 

 

 

15 November 2023

 

B&M European Value Retail S.A.

 

B&M Announces Indicative Maximum Acceptance Amount in Connection with its
Tender Offer to Noteholders 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B&M EUROPEAN RETAIL VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION,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,
further to its announcement on 13 November 2023 in connection with 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"), that the Maximum Acceptance Amount is currently
expected to be £250 million in aggregate principal amount (excluding, for the
avoidance of doubt, accrued and unpaid interest, which shall be paid in
accordance with the terms and conditions set out in the tender offer
memorandum dated 13 November 2023 (the "Tender Offer Memorandum")).
Consummation of the Tender Offer remains subject to the satisfaction of the
New Financing Condition (as defined in the Tender Offer Memorandum) and other
terms and conditions set out in the Tender Offer Memorandum. The Offeror
reserves the right, in its sole and absolute discretion, to waive any and all
conditions to the Tender Offer.

 

Noteholders are advised to carefully read the Tender Offer Memorandum for full
details of and information on the conditions of and procedures for
participating in the Tender Offer.

 

The Maximum Acceptance Amount set out in this announcement is indicative and
the Offeror reserves the right, in its sole discretion, to allocate an amount
for the purchase of the Existing Notes that is higher or lower than this
amount.

 

The Offeror is not under any obligation to accept for purchase any Existing
Notes tendered pursuant to the Tender Offer. The acceptance for purchase by
the Offeror of Existing Notes tendered pursuant to the Tender Offer is at the
sole and absolute discretion of the Offeror and tenders may be rejected by the
Offeror for any reason.

 

The complete terms and conditions of the Tender Offer are set forth in the
Tender Offer Memorandum, along with any amendments and supplements thereto
(the "Tender Offer Documents"), which eligible holders are urged to read
carefully before making any decision with respect to the Tender Offer. The
Offeror has retained HSBC Bank plc, BNP Paribas and BofA Securities Europe SA
(collectively, the "Dealer Managers") to act as Dealer Managers in connection
with the Tender Offer. Copies of the Tender Offer Documents may be obtained
from Kroll Issuer Services Limited (the "Tender Agent"), by phone at +44 20
7704 0880, by email at BandM@is.kroll.com
(file:///C:/Users/keri.devine/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/0MPGGEF0/BandM@is.kroll.com)
or online at https://deals.is.kroll.com/BandM
(https://deals.is.kroll.com/BandM) . Questions or requests for assistance
regarding the Tender Offer may also be directed to the Dealer Managers: 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
(file:///C:/Users/keri.devine/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/0MPGGEF0/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:///C:/Users/keri.devine/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/0MPGGEF0/DG.LM-EMEA@bofa.com)
.

 

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
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 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 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 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.

This press release does not constitute or form a part of any offer or
solicitation to sell, purchase or subscribe for securities in the United
States. The Existing Notes have not been and will not be registered under 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. 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 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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