REG - Goldman Sachs Intl B&M European - Result of Secondary Placing of Ordinary Shares

B&M European Value Retail SAAnnouncement

14/01/2022 07:00

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RNS Number : 4148Y  Goldman Sachs International  14 January 2022

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA OR
JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED
BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR
THE SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL THERE BE
ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SALES WOULD
BE PROHIBITED BY APPLICABLE LAW.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

 

14 January 2022

 

PLACING OF 40 MILLION ORDINARY SHARES IN B&M EUROPEAN VALUE RETAIL S.A.
("B&M") BY SSA INVESTMENTS S.À R.L. ("SSA INVESTMENTS" or "SELLER")

 

SSA Investments announces that it has sold an aggregate of 40 million ordinary
shares (the "Placing Shares") in B&M, representing approximately 4.0% of
B&M's issued ordinary share capital, at a price of 585 pence per share
(the "Placing") raising aggregate gross sale proceeds of £234 million.

 

Following settlement of the Placing, which is expected to take place on 18
January 2022, SSA Investments will continue to hold approximately 7.0% of
B&M's ordinary shares.

 

Goldman Sachs International ("Goldman Sachs") acted as Sole Bookrunner in
connection with the Placing. N. M. Rothschild & Sons Limited ("Rothschild
& Co") has acted as the sole Financial Adviser to SSA Investments.

 

 

 

IMPORTANT NOTICE

 

This announcement is not for publication, distribution or release, directly or
indirectly, in or into the United States of America (including its territories
and possessions), Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction where such an announcement would be unlawful.  The
distribution of this announcement may be restricted by law in certain
jurisdictions and persons into whose possession this document or other
information referred to herein comes should inform themselves about and
observe any such restriction.  Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

 

This announcement is not an offer of securities or investments for sale nor a
solicitation of an offer to buy securities or investments in any jurisdiction
where such offer or solicitation would be unlawful.  No action has been taken
that would permit an offering of the securities or possession or distribution
of this announcement in any jurisdiction where action for that purpose is
required.  Persons into whose possession this announcement comes are required
to inform themselves about and to observe any such restrictions.

 

The Placing Shares may not be offered to the public in any jurisdiction in
circumstances which would require the preparation or registration of any
prospectus or offering document relating to the Placing Shares in such
jurisdiction.  No action has been taken by SSA Investments S.à r.l. or any
of its respective affiliates that would permit an offering of the Placing
Shares or possession or distribution of this announcement or any other
offering or publicity material relating to such securities in any jurisdiction
where action for that purpose is required.

 

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"), and,
subject to certain exemptions, may not be offered or sold in the United States
(as defined in Regulation S under the Securities Act).  Neither this document
nor the information contained herein constitutes or forms part of an offer to
sell or the solicitation of an offer to buy securities in the United States.
There will be no public offer of any securities in the United States or in any
other jurisdiction.

 

Members of the public are not eligible to take part in the Placing. This
Announcement and the terms and conditions set out herein are for information
purposes only and are directed at and may only be communicated to (a) in the
European Economic Area ("EEA"), persons who are "qualified investors" within
the meaning of Article 2(e) of Prospectus Regulation (Regulation (EU)
2017/1129); and (b) in the United Kingdom, at "qualified investors" within the
meaning of Article 2(e) of the UK version of Prospectus Regulation (Regulation
(EU) 2017/1129) which forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 who are also (i) persons having professional
experience in matters relating to investments who fall within the definition
of "investment professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (ii) high net
worth bodies corporate, unincorporated associations and partnerships and
trustees of high value trusts as described in Article 49(2) of the Order; or
(iii) persons to whom it may otherwise lawfully be communicated (all such
persons together being referred to as "Relevant Persons").

 

Any investment or investment activity to which this Announcement relates is
only available to, and will be engaged in only with, Relevant Persons. Persons
distributing this Announcement must satisfy themselves that is lawful to do
so.

 

In connection with any offering of the Placing Shares, Goldman Sachs
International and any of its affiliates acting as an investor for their own
account may take up as a proprietary position any Placing Shares and in that
capacity may retain, purchase or sell for their own account such Placing
Shares.  In addition they may enter into financing arrangements and swaps
with investors in connection with which they may from time to time acquire,
hold or dispose of Placing Shares.  They do not intend to disclose the extent
of any such investment or transactions otherwise than in accordance with any
legal or regulatory obligation to do so.

 

Goldman Sachs International which is authorised by the Prudential Regulation
Authority and regulated by the Financial Conduct Authority and the Prudential
Regulation Authority, is acting on behalf of SSA Investments and no one else
in connection with any offering of the Placing Shares and will not be
responsible to any other person for providing the protections afforded to any
of its clients or for providing advice in relation to any offering of the
Placing Shares. Goldman Sachs International will not regard any other person
as its client in relation to the offering of the Placing Shares.

 

Rothschild & Co, which is authorised and regulated by the Financial
Conduct Authority in the United Kingdom, is acting for SSA Investments and
no-one else in connection with the Placing. Rothschild & Co will not
regard any other person as its client(s) in relation to the Placing and will
not be responsible to any person(s) other than the Seller for providing
protections afforded to clients of Rothschild & Co nor for providing
financial advice in relation to the Placing, the contents of this announcement
or any transaction, arrangement or other matter referred to herein.

 

This announcement does not purport to identify or suggest the risks (direct or
indirect) which may be associated with an investment in B&M or its shares.

 

This announcement includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts and include
statements regarding intentions, beliefs or current expectations. No
assurances can be given that the forward-looking statements in this
announcement will be realised. As a result, no undue reliance should be placed
on these forward-looking statements as a prediction of actual events or
otherwise.

 

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