REG - Bidvest Group (UK) - Tender Offer
08/09/2025 09:30
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RNS Number : 3942Y Bidvest Group (UK) PLC (The) 08 September 2025
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR
INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
8 September 2025
THE BIDVEST GROUP (UK) PLC ANNOUNCES OFFER TO PURCHASE FOR ANY AND ALL OF THE
OUTSTANDING 3.625% SENIOR NOTES DUE 2026
The Bidvest Group (UK) Plc (the "Offeror") hereby announces that it has
commenced a cash tender offer (the "Offer") for any and all of its outstanding
3.625% Senior Notes Due 2026 (the "Securities"), upon the terms and subject to
the conditions set forth in a separately published offer to purchase (the
"Offer to Purchase") dated as of the date hereof and the accompanying Notice
of Guaranteed Delivery, which are available, subject to registration and
eligibility confirmation, on the tender offer website
(https://deals.is.kroll.com/bidvest) https://deals.is.kroll.com/bidvest
(https://The) . (https://The) The Securities are guaranteed by The Bidvest
Group Limited (the "Company"). Capitalized terms used herein but not otherwise
defined are as set forth in the Offer to Purchase.
The Offeror announced on 8 September 2025 its intention to issue and offer for
sale new USD-denominated senior debt securities (the "New Notes"). The
Offeror's obligation to accept for purchase and pay for Securities that have
been validly tendered, and not validly withdrawn, pursuant to the Tender Offer
is conditioned on the successful completion, on or before the Settlement Date
(as defined below), of the proposed concurrent offering of New Notes or one or
more other offerings of senior debt securities, in each case, on terms and
subject to conditions satisfactory to the Offeror in its sole discretion (the
"Financing Condition").
The following table sets forth certain information relating to pricing for the
Offer.
Title of the Securities CUSIP / ISIN Principal Amount Outstanding Maturity Date Purchase Price* Amount subject to the Offer
3.625% Reg S Global $478,000,000 23 September 2026 $994.50 per $1,000 principal amount of Securities Any and all
Senior Note:
Securities due ISIN:
2026 XS2388496247/
Common Code:
238849624
144A Global
Note:
ISIN:
US88332EAA10
/ Common Code:
239014089 /
CUSIP:
88332EAA1
* Accrued Interest will be paid in addition to the Purchase Price.
The Tender Offer
The Tender Offer will expire at 5:00 p.m., New York City Time, on 15 September
2025, unless extended or earlier terminated (such time and date, as the same
may be extended, the "Expiration Deadline"). Holders who tender their
Securities may withdraw such Securities at any time prior to the Withdrawal
Deadline (as defined below).
To receive the Purchase Price and Accrued Interest (each as defined below),
Holders must validly tender, and not validly withdraw, their Securities prior
to the Expiration Deadline, or deliver a properly completed and duly executed
Notice of Guaranteed Delivery and other required documents pursuant to the
guaranteed delivery procedures described in the Offer to Purchase at or prior
to the Expiration Deadline and tender their Securities at or prior to 5:00
p.m., New York City Time, on 17 September 2025, which is the second business
day after the Expiration Deadline (the "Guaranteed Delivery Deadline"). The
deadlines set by any intermediary or Clearing System will be earlier than
these deadlines.
The Offeror will pay a purchase price (the "Purchase Price") per $1,000
principal amount of Securities validly tendered, and not validly withdrawn,
and accepted for purchase pursuant to the Offer of $994.50. In addition, the
Offeror will also pay any accrued and unpaid interest on the Securities
purchased pursuant to the Offer from and including the immediately preceding
interest payment date, and up to but not including, the settlement date for
the Offer (the "Accrued Interest"), which is expected to be 18 September 2025
(the "Settlement Date"). The guaranteed delivery settlement date is expected
to be 19 September 2025 (the "Guaranteed Delivery Settlement Date"). For the
avoidance of doubt, Accrued Interest will cease to accrue on the Settlement
Date, and (in the case of Securities for which the Guaranteed Delivery
Procedures are used) no additional accrued interest will be paid in respect of
the period from the Settlement Date to the Guaranteed Delivery Settlement
Date.
Securities validly tendered prior to the Expiration Deadline (including
Securities validly tendered in accordance with the Guaranteed Delivery
Procedures) may be validly withdrawn at any time before 5:00 p.m. New York
City Time on 15 September 2025 (the "Withdrawal Deadline"). If the Offer is
extended, the Offeror will amend the Withdrawal Deadline such that Securities
validly tendered prior to the Expiration Deadline (including Securities
validly tendered in accordance with the Guaranteed Delivery Procedures) may be
validly withdrawn at any time prior to the earlier of (i) the Expiration
Deadline and (ii) the tenth Business Day after commencement of the Offer.
Securities validly tendered in the Offer may also be withdrawn in the event
that the Offer has not been consummated within 60 Business Days after
commencement.
Financing Condition
The Offeror announced on 8 September 2025 its intention to issue and offer for
sale New Notes. The Offeror's obligation to accept for purchase and pay for
Securities that have been validly tendered, and not validly withdrawn,
pursuant to the Tender Offer is conditioned on the successful completion, on
or before the Settlement Date, of the proposed concurrent offering of New
Notes or one or more other offerings of senior debt securities, in each case,
on terms and subject to conditions satisfactory to the Offeror in its sole
discretion.
Conditions to the Offer
The Offeror's obligation to accept and pay for Securities validly tendered
pursuant to the Offer, and not validly withdrawn, is subject to the
satisfaction or waiver of certain conditions described in the Offer to
Purchase, including the Financing Condition. The Offer is not conditioned on
any minimum amount of Securities being tendered. Subject to applicable law,
the Offeror expressly reserves the right, in its sole discretion, to terminate
the Offer if any of the conditions of the Offer are not satisfied. If the
Offer is terminated at any time, the Securities tendered pursuant to the Offer
will be promptly returned to the tendering Holders.
Allocation of New Notes
The Offeror intends, in connection with the allocation of New Notes in the
proposed concurrent offering of the New Notes, to consider among other factors
whether or not the relevant investor seeking an allocation of the New Notes
has validly tendered or indicated to the Offeror or the Dealer Managers a firm
intention to tender any Securities it holds pursuant to the Offer and, if so,
the aggregate principal amount of such Securities tendered or intended to be
tendered by such investor. When determining allocations of the New Notes, the
Offeror intends to give some degree of preference to such investors. However,
the Offeror will consider various factors in making allocation decisions and
is not obliged to allocate the New Notes to any such investor or to allocate
any such investor an amount of New Notes that corresponds to the amount of
Securities tendered by such investor pursuant to the Offer. Any potential
allocation of the New Notes, while being considered by the Offeror as set out
above, will be made in accordance with customary new issue allocation
processes and procedures following the completion of the book building process
for the offering of the New Notes. Any allocation of the New Notes may,
subject to the sole and absolute discretion of the Offeror, be less than,
equal to or greater than the aggregate principal amount of the Securities
tendered or firmly indicated to be tendered.
Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in the offering document prepared in
connection with the offering of the New Notes. Neither the Offer to Purchase
nor this announcement should be deemed to be an offer to sell or a
solicitation of an offer to purchase any New Notes. Investors should note that
the pricing and allocation of the New Notes may take place prior to the
Expiration Deadline for the Offer and any investor that wishes to subscribe
for New Notes in addition to tendering existing Securities for purchase
pursuant to the Offer should therefore provide, as soon as practicable, to any
Dealer Manager any indications of a firm intention to tender Securities for
purchase pursuant to the Offer and the quantum of Securities that it intends
to tender in order for this to be taken into account as part of the New Notes
allocation process.
Rationale for the Offer
The purpose of the Offer, and the proposed concurrent offering of the New
Notes, is to refinance a portion of the existing debt of the Offeror, and to
concurrently proactively manage the Offeror's debt maturity profile. The
Offeror intends to fund the purchase of any Securities validly tendered and
accepted by it for purchase with available funds, including a portion of the
net proceeds from the proposed concurrent offering of New Notes. Securities
purchased in the Offer will be retired and cancelled. Securities which have
not been validly tendered and accepted for purchase pursuant to the Offer will
remain outstanding after the Guaranteed Delivery Settlement Date.
Indicative Timetable for the Offer
Date Action
8 September 2025 Commencement of the Offer
Offer announced. Offer to Purchase available from the Tender and Information
Agent.
15 September 2025, 5:00 p.m. (New York City time), unless extended or earlier Withdrawal Deadline
terminated by the Offeror.
Deadline for Holders to properly withdraw tenders of their Securities (or,
where applicable, Notices of Guaranteed Delivery). If a tender of Securities
(or, where applicable, a Notice of Guaranteed Delivery) is properly withdrawn,
the Holder will not receive any consideration on the Settlement Date or the
Guaranteed Delivery Settlement Date, as applicable (unless that Holder validly
re-tenders such Securities at or prior to the Expiration Deadline and the
Securities are accepted by the Offeror).
15 September 2025, 5:00 p.m. (New York City time), unless extended or earlier Expiration Deadline
terminated by the Offeror
The last time and date for Holders to submit Tender Instructions (or, where
applicable, Notices of Guaranteed Delivery) in order to be able to participate
in the Offer and to be eligible to receive the Purchase Price and Accrued
Interest on the Settlement Date or the Guaranteed Delivery Settlement Date, as
applicable.
16 September 2025 Announcement of Results of the Offer
The Offeror expects to announce the aggregate principal amount of Securities
(i) that were validly tendered and not validly withdrawn and (ii) in respect
of which Notices of Guaranteed Delivery were delivered, in each case, at or
prior to the Expiration Deadline. The Offeror will also announce in the
results of the Offer whether the Offeror intends to accept such Securities for
purchase pursuant to the Offer, subject to the satisfaction or waiver of the
Financing Condition.
17 September 2025, 5:00 p.m. (New York City time) Guaranteed Delivery Deadline
The last time and date for Holders to validly deliver Securities in respect of
which a Notice of Guaranteed Delivery was delivered at or prior to the
Expiration Deadline.
Expected to be 18 September 2025 Settlement Date
Settlement Date for Securities validly tendered prior to the Expiration
Deadline and accepted for purchase by the Offeror, other than in the case of
Securities validly tendered pursuant to the Guaranteed Delivery Procedures.
Payment of the Purchase Price and any Accrued Interest in respect of any such
Securities.
Expected to be 19 September 2025 Guaranteed Delivery Settlement Date
Guaranteed Delivery Settlement Date for Securities validly tendered prior to
the Guaranteed Delivery Deadline and accepted for purchase by the Offeror
pursuant to the Guaranteed Delivery Procedures. Payment of the Purchase Price
and any Accrued Interest in respect of any such Securities.
Subject to applicable securities laws and the terms set within the Offer to
Purchase, the Offeror reserves the right, with respect to the Offer made by
it, (i) to waive or modify in whole or in part any and all conditions of the
Offer, (ii) to extend the Withdrawal Deadline and/or the Expiration Deadline,
(iii) to modify or terminate the Offer or (iv) to otherwise amend the Offer in
any respect. In the event that the Offer is terminated or otherwise not
completed, the Purchase Price relating to the Securities subject to such Offer
will not be paid or become payable, without regard to whether Holders have
validly tendered their Securities (in which case such tendered Securities will
be promptly returned to the Holders).
Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Securities when such intermediary would
require to receive instructions from a Holder in order for that Holder to be
able to participate in, or to validly withdraw their instruction to
participate in, the Offer before the deadlines specified above. The deadlines
set by any such intermediary and the Clearing Systems for the submission and
withdrawal of Tender Instructions will be earlier than the relevant deadlines
specified above.
Announcements in connection with the Offer will be made in the manner
described in the Offer to Purchase. Copies of all such announcements, press
releases and notices will also be available from the Tender and Information
Agent, the contact details for whom are below. All documentation relating to
the Offer, together with any updates, will also be available on the offer
website (https://deals.is.kroll.com/bidvest
(https://deals.is.kroll.com/bidvest) ) operated by the Tender and Information
Agent for the purpose of the Offer.
Tender Instructions
To tender Securities in the Offer, a Holder must deliver, or arrange to have
delivered on its behalf, through a Clearing System and in accordance with the
requirements of such Clearing System, a valid Tender Instruction in the form
specified by the Clearing System for submission by Holders to the Tender and
Information Agent through the relevant Clearing System and in accordance with
the requirements of such Clearing System prior to the Expiration Deadline.
Tender Instructions must be submitted in respect of a principal amount of
Securities of no less than the Minimum Denomination (being $200,000) and may
be submitted in respect of integral multiples of $1,000 above such Minimum
Denomination. Holders who tender less than all of their Securities must
continue to hold Securities in at least the Minimum Denomination of $200,000.
If any Holder wishes to tender its Securities but such Holder cannot comply
with the procedures for the submission of a valid Tender Instruction prior to
the Expiration Deadline, such Holder may tender its Securities according to
the Guaranteed Delivery Procedures described in the Offer to Purchase.
Noteholders are advised to read carefully the Offer to Purchase for full
details of and information on the procedures for participating in the Offer.
Further Information
Questions and requests for assistance in connection with the Offer may be
directed to the Tender and Information Agent for the Offer or the Dealer
Managers:
The Tender and Information Agent for the Offer is:
Kroll Issuer Services Limited
The News Building
3 London Bridge Street
London SE1 9SG
United Kingdom
Attention: Jacek Kusion
Telephone: +44 20 7704 0880
Email: bidvest@is.kroll.com
Website: https://deals.is.kroll.com/bidvest
(https://deals.is.kroll.com/bidvest%5d)
The Dealer Managers for the Offer are:
Absa Bank Limited Citigroup Global Markets Limited Merrill Lynch International
15 Alice Lane Citigroup Centre 2 King Edward Street
Sandton Canada Square London EC1A 1HQ
2196 Canary Wharf United Kingdom
South Africa London E14 5LB Attention: Liability
Attention: Debt Capital Markets United Kingdom Management Group
Attention: Liability Management Group
Telephone (South Africa): Telephone (Europe): Telephone (Europe):
+27 11 895 6008 +44 20 7986 8969 + 44 20 7996 5420
Telephone (U.S. Toll Free): Telephone (U.S. Toll Free):
+1 800 558 3745 +1 (888) 292-0070
Telephone (U.S.):
+1 (212) 723 6106
Email: Email: liabilitymanagement.europe@citi.com Email:
(mailto:liabilitymanagement.europe@citi.com)
IBDDCM@absa.africa DG.LM-EMEA@bofa.com
None of the Dealer Managers, the Tender and Information Agent or the Trustee
(or any of their respective directors, officers, employees, agents or
affiliates) assumes any responsibility for the accuracy or completeness of the
information concerning the Offer, the Offeror, the Company, any of their
affiliates or the Securities contained in this announcement or the Offer to
Purchase or for any failure by the Offeror to disclose events that may have
occurred and may affect the significance or accuracy of such information. None
of the Offeror, the Company, the Trustee, the Dealer Managers, the Tender and
Information Agent, or any director, officer, employee or affiliate of any such
person, is acting for any Holder, or will be responsible to any Holder for
providing any protections which would be afforded to its clients or for
providing advice in relation to the Offer, and accordingly none of the Dealer
Managers or the Tender and Information Agent (or any of their respective
directors, officers, employees or affiliates) makes, or has authorized any
person to make, any representation or recommendation whatsoever regarding the
Offer or any recommendation as to whether Holders should tender Securities in
the Offer or otherwise participate in the Offer. Holders must make their own
decision as to whether to tender any of their Securities and, if so, the
principal amount of Securities to tender.
Disclaimer
This announcement must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important information which
should be read carefully before any decision is made with respect to the
Tender Offer. If any Holder is in any doubt as to the contents of this
announcement or the Offer to Purchase or the action it should take, it is
recommended to seek its own financial and legal advice, including in respect
of any tax consequences, immediately from its stockbroker, bank manager,
solicitor, accountant or other independent financial, tax or legal adviser.
Offer and Distribution Restrictions
Neither this announcement nor the Offer to Purchase constitutes an offer or an
invitation to participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such offer or invitation or for
there to be such participation under applicable laws. The distribution of this
announcement and the Offer to Purchase in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement and the
Offer to Purchase comes are required by the Offeror, the Dealer Managers and
the Tender and Information Agent to inform themselves about and to observe any
such restrictions.
Neither this announcement nor the Offer to Purchase constitute an offer to buy
or the solicitation of an offer to sell securities in any jurisdiction in
which such offer or solicitation would be unlawful. Any securities (including
the New Notes) which are described in this announcement have not been and will
not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act"), or the securities laws of the United States or any
state thereof or the applicable laws of any other jurisdiction. Accordingly,
such securities are being offered and sold only to "qualified institutional
buyers" as defined in and in accordance with Rule 144A under the Securities
Act and outside the United States to non-U.S. persons in accordance with
Regulation S under the Securities Act. No action has been or will be taken in
any jurisdiction in relation to the securities to permit a public offering of
securities.
United Kingdom
The communication of this announcement and the Offer to Purchase and any other
documents or materials relating to the Offer is not being made and such
documents and/or materials have not been approved by an authorized person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is
only being made to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Promotion Order) or persons who are within Article 43(2) of the
Financial Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
European Economic Area
The communication of this announcement and the Offer to Purchase and any other
documents or materials relating to the Offer is not being made in any member
state of the EEA, other than to persons who are "qualified investors" as
defined in the Prospectus Regulation, or in other circumstances falling within
Article 1(4) of the Prospectus Regulation. This EEA selling restriction is in
addition to any other selling restrictions set out in this announcement or the
Offer to Purchase.
Italy
Neither the Offer, this announcement, the Offer to Purchase or any other
document or materials relating to the Offer have been or will be submitted to
the clearance procedures of the Commissione Nazionale per le Società e la
Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being
carried out in Italy as exempted offers pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation
No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Securities that are located in Italy can
tender Securities for purchase in the Offer through authorized persons (such
as investment firms, banks or financial intermediaries permitted to conduct
such activities in the Republic of Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from
time to time, and Legislative Decree No. 385 of 1 September 1993, as amended)
and in compliance with applicable laws and regulations or with requirements
imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Securities and/or the Offer.
General
The Offer, this announcement and the Offer to Purchase do not constitute an
offer to buy or the solicitation of an offer to sell Securities in any
circumstances in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require the Offer
to be made by a licensed broker or dealer and any of the Dealer Managers or,
where the context so requires, any of their respective affiliates is such a
licensed broker or dealer in that jurisdiction, the Offer shall be deemed to
be made on behalf of the Offeror by such Dealer Manager or affiliate (as the
case may be) in such jurisdiction.
Each Holder participating in the Offer will be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in the section "Procedures for Participating in the
Offer-Holder Representations, Warranties and Undertakings" of the Offer to
Purchase. Any tender of Securities for purchase pursuant to the Offer from a
Holder that is unable to make these representations may be rejected. Each of
the Offeror, the Dealer Managers and the Tender and Information Agent reserves
the right, in its absolute discretion, to investigate, in relation to any
tender of Securities for purchase pursuant to an Offer, whether any such
representation given by a Holder is correct and, if such investigation is
undertaken and as a result the Offeror determines (for any reason) that such
representation is not correct, such tender may be rejected.
None of the Offeror, the Company, the Dealer Managers, the Tender and
Information Agent, the Trustee or any of their respective directors, officers,
employees, agents or affiliates make any representation or recommendation
whatsoever regarding the Offer, or any recommendation as to whether Holders
should tender Securities in the Offer.
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