TIDMBME
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VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION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 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 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"), that the Maximum Acceptance Amount is currently
expected to be GBP250 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 or online at
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 ; 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 .
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 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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END
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