TIDMBME
RNS Number : 1497U
B&M European Value Retail S.A.
21 November 2023
21 November 2023
B&M European Value Retail S.A.
B&M Announces Final Results of Tender Offer 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VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION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 OF THIS ANNOUNCEMENT.
B&M European Value Retail S.A. (the "Offeror") (BME:LN)
announces today the final results of its cash offer to holders of
its existing GBP400 million 3.625% Senior Secured Notes due 2025
(the "Existing Notes") to tender their Existing Notes for purchase
by the Offeror (the "Tender Offer"), which was initially announced
on 13 November 2023. On 15 November 2023, the Offeror announced
that it would accept for purchase Existing Notes that were validly
tendered and not validly withdrawn pursuant to the Tender Offer up
to an indicative Maximum Acceptance Amount of GBP250 million. The
Offeror today announces that GBP244,480,000 principal amount of
Existing Notes have been validly tendered in the Tender Offer. The
expiration time for the Tender Offer was 4:00 p.m. London time on
20 November 2023.
The final results of the Tender Offer are as follows:
Total Scaling Total
Principal Factor Principal
Description Amount of Amount of
of the Outstanding Maximum Existing Notes Existing Notes
Existing Principal ISIN/Common Purchase Acceptance Tendered for Accepted for
Notes Amount Code Price(1) Amount Purchase Purchase
3.625% Senior GBP400,000,000 ISIN: 98% GBP250,000,000 GBP244,480,000 N/A GBP244,480,000
Secured Notes XS2199627030
due 2025 Common Code:
219962703
--------------
(1) Expressed as a percentage of principal amount of Existing
Notes tendered and accepted by the Offeror, exclusive of any
accrued and unpaid interest, which will be paid to, but not
including, the Settlement Date (as defined herein).
The Offeror announced on 13 November 2023 its intention to offer
new sterling denominated senior secured notes due 2030 (the "New
Notes") in aggregate principal amount of GBP250 million.
Consummation of the Tender Offer remains subject to the
satisfaction of certain conditions, including, without limitation,
the successful completion (in the sole determination of the
Offeror) of the issue of the New Notes (the "New Financing
Condition") and the conditions set out herein (each as more fully
described in the tender offer memorandum dated 13 November 2023
(the " Tender Offer Memorandum " ). Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum. There can be no assurance that the Offeror
will be able to satisfy the New Financing Condition. Subject to
applicable law, the Offeror reserves the right, in its sole and
absolute discretion, to waive any and all conditions to the Tender
Offer.
The Offeror has determined that the Maximum Acceptance Amount in
the Tender Offer is GBP250 million and that (subject to
satisfaction or waiver of the New Financing Condition on or prior
to the Settlement Date) it will accept for purchase GBP244,480,000
in principal amount of Existing Notes validly tendered in the
Tender Offer. As the Maximum Acceptance Amount is greater than the
amount of Existing Notes validly tendered in the Tender Offer and
the amount of Existing Notes receiving Priority of Acceptance, the
Offeror has also accepted all of the Tender Only Instructions
received from Noteholders and no scaling shall be applied to any of
the Existing Notes accepted for purchase in the Tender Offer.
The Offeror will pay, for Existing Notes accepted for purchase
pursuant to the Tender Offer (and subject to satisfaction or waiver
of the New Financing Condition), a cash consideration amount (the
"Purchase Consideration") equal to the product of (i) the purchase
price equal to 98% of the principal amount of such Existing Notes
(such percentage, the "Purchase Price") and (ii) the principal
amount of such Existing Notes accepted for purchase pursuant to the
Tender Offer. The Offeror will also pay an accrued interest payment
corresponding to accrued and unpaid interest on the Existing Notes
from (and including) the immediately preceding interest payment
date for the Existing Notes up to (but excluding) the Settlement
Date to all noteholders whose Existing Notes have been validly
tendered (and not validly withdrawn) and accepted for purchase.
The date of settlement of the Tender Offer is expected to be 23
November 2023 (the "Settlement Date"), provided that all conditions
to the occurrence of the Settlement Date have been satisfied or
waived. Existing Notes purchased by the Offeror pursuant to the
Tender Offer are expected to be cancelled and will not be re-issued
or re-sold. Any Existing Notes that have not been successfully
tendered and accepted for purchase by the Offeror will remain
outstanding.
Questions regarding the Tender Offer may be directed to (i) HSBC
Bank plc, BNP Paribas and BofA Securities Europe SA (collectively,
the "Dealer Managers"), at HSBC Bank plc, by phone at +44 20 7992
6237 or email at LM_EMEA@hsbc.com ; BNP Paribas, by phone at +33 1
55 77 78 94 or email at liability.management@bnpparibas.com ; or
BofA Securities Europe SA, by phone at +33 1 877 01057 or email at
DG.LM-EMEA@bofa.com ; or (ii) Kroll Issuer Services Limited (the
"Tender Agent"), by phone at +44 20 7704 0880, by email at
BandM@is.kroll.com or online at https://deals.is.kroll.com/BandM
.
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
Media
For media please contact +44 (0) 207 379 5151
Maitland
Sam Cartwright
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 New Notes and 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 (and the Tender
Offer is not being made) 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, or any securities regulatory
authority of any state or other jurisdiction in the United States,
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 or the offering of the New Notes 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.
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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END
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(END) Dow Jones Newswires
November 21, 2023 06:32 ET (11:32 GMT)
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