REG - Bidvest Group (UK) - Result of Tender Offer

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RNS Number : 5378Z  Bidvest Group (UK) PLC (The)  16 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.

 

16 September 2025

THE BIDVEST GROUP (UK) PLC ANNOUNCES RESULTS OF OFFER TO PURCHASE ANY AND ALL
OF THE OUTSTANDING 3.625% SENIOR NOTES DUE 2026

The Bidvest Group (UK) Plc (the "Offeror") hereby announces the results of the
previously announced tender offer (the "Offer") to purchase for cash 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 the offer to purchase
dated 8 September 2025 (the "Offer to Purchase") and the accompanying Notice
of Guaranteed Delivery (together, the "Offer Documents"). 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 Documents.

The Offer expired at 5:00 p.m. New York City Time on 15 September 2025 (the
"Expiration Deadline"). As of the Expiration Deadline, $291,736,000 of the
$478,000,000 outstanding aggregate principal amount of the Securities had been
validly tendered, and not validly withdrawn, pursuant to the Offer. No tender
instructions were submitted for Securities pursuant to the guaranteed delivery
procedures (the "Guaranteed Delivery Procedures") described in the Offer
Documents.

The following table sets forth certain information relating to the results of
the Offer.

 Title of the Securities  CUSIP / ISIN     Principal Amount Outstanding  Aggregate Principal Amount Tendered*  Purchase Price**
 3.625%                   Reg S Global     $478,000,000                  $291,736,000                          $994.50 per $1,000 principal amount of Securities

 Senior                   Note:

 Securities due           ISIN:

 2026                     XS2388496247/

                          Common Code:

                          238849624

                          144A Global

                          Note:

                          ISIN:

                          US88332EAA10

                          / Common Code:

                          239014089 /

                          CUSIP:

                          88332EAA1

* Aggregate principal amount of Securities validly tendered, and not validly
withdrawn, pursuant to the Offer as at the Expiration Deadline.

**Accrued Interest will be paid in addition to the Purchase Price.

The Offeror intends to accept for purchase all Securities validly tendered and
delivered, and not validly withdrawn, pursuant to the Offer, and to pay for
such Securities on the settlement date for the Offer, which is expected to be
on 18 September 2025 (the "Settlement Date"). As previously announced, a
purchase price of $994.50 (the "Purchase Price") will be payable per $1,000
principal amount of such Securities. In addition to the Purchase Price, the
Offeror will also pay any accrued and unpaid interest on such Securities from
and including the immediately preceding interest payment date, and up to but
not including, the Settlement Date (the "Accrued Interest"). For the avoidance
of doubt, Accrued Interest will cease to accrue on the Settlement Date.

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 New
Notes of $500,000,000 in aggregate principal amount, 6.200% Senior Notes due
2032, priced on 10 September 2025. The Offeror's obligation to accept for
purchase and pay for Securities that have been validly tendered, and not
validly withdrawn, pursuant to the Offer is conditioned on the successful
completion, on or before the Settlement Date, of the 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 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
securities laws and the terms set out 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
modify or terminate the Offer or (iii) 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).

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 (mailto: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
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.

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.

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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