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OF AN OFFER TO PURCHASE, SUBSCRIBE FOR OR SELL, ANY SECURITIES OF B&M EUROPEAN RETAIL VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON OR ANY JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION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 END 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 £400 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2023, the Offeror announced that it would accept for purchase Existing Notes that were validly tendered and not validly withdrawn pursuant to the Tender Offer up to an indicative Maximum Acceptance Amount of £250 million. The Offeror today announces that £244,480,000 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:
Description of the Existing Notes
Outstanding Principal Amount
Maximum Acceptance Amount
Total Principal Amount of Existing Notes Tendered for Purchase
Total Principal Amount of Existing Notes Accepted for Purchase
3.625% Senior Secured Notes 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 £250 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 £250 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 £244,480,000 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 firstname.lastname@example.org; 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.
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
For media please contact +44 (0) 207 379 5151
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.