t
| Date | 8 Sept 2025 |
| Time | 08:17:59 |
| Category | Capital structure |
| ID | 3942Y |
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.
8 September 2025
THE BIDVEST GROUP (UK) PLC ANNOUNCES OFFER TO PURCHASE FOR ANY AND ALL OF THE
OUTSTANDING 3.625% SENIOR NOTES DUE 2026
The Bidvest Group (UK) Plc (the "Offeror") hereby announces that it has commenced a cash tender offer (the "Offer") for 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 a separately published offer to purchase (the "Offer to Purchase") dated as of the date hereof and the accompanying Notice of Guaranteed Delivery, which are available, subject to registration and eligibility confirmation, on the tender offer website https://deals.is.kroll.com/bidvest. 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 to Purchase.
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The Offeror's obligation to accept for purchase and pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Tender Offer is conditioned on the successful completion, on or before the Settlement Date (as defined below), of the proposed concurrent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 following table sets forth certain information relating to pricing for the Offer.
|
Title of the Securities |
CUSIP / ISIN |
Principal Amount Outstanding |
Maturity Date |
Purchase Price* |
Amount subject to the Offer |
|
3.625% Senior Securities due 2026 |
Reg S Global Note: ISIN: XS2388496247/ Common Code: 238849624 144A Global Note: ISIN: US88332EAA10 / Common Code: 239014089 / CUSIP: 88332EAA1 |
$478,000,000 |
23 September 2026 |
$994.50 per $1,000 principal amount of Securities |
Any and all |
* Accrued Interest will be paid in addition to the Purchase Price.
The Tender Offer
The Tender Offer will expire at 5:00 p.m., New York City Time, on 15 September 2025, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Deadline"). Holders who tender their Securities may withdraw such Securities at any time prior to the Withdrawal Deadline (as defined below).
To receive the Purchase Price and Accrued Interest (each as defined below), Holders must validly tender, and not validly withdraw, their Securities prior to the Expiration Deadline, or deliver a properly completed and duly executed Notice of Guaranteed Delivery and other required documents pursuant to the guaranteed delivery procedures described in the Offer to Purchase at or prior to the Expiration Deadline and tender their Securities at or prior to 5:00 p.m., New York City Time, on 17 September 2025, which is the second business day after the Expiration Deadline (the "Guaranteed Delivery Deadline"). The deadlines set by any intermediary or Clearing System will be earlier than these deadlines.
The Offeror will pay a purchase price (the "Purchase Price") per $1,000 principal amount of Securities validly tendered, and not validly withdrawn, and accepted for purchase pursuant to the Offer of $994.50. In addition, the Offeror will also pay any accrued and unpaid interest on the Securities purchased pursuant to the Offer from and including the immediately preceding interest payment date, and up to but not including, the settlement date for the Offer (the "Accrued Interest"), which is expected to be 18 September 2025 (the "Settlement Date"). The guaranteed delivery settlement date is expected to be 19 September 2025 (the "Guaranteed Delivery Settlement Date"). For the avoidance of doubt, Accrued Interest will cease to accrue on the Settlement Date, and (in the case of Securities for which the Guaranteed Delivery Procedures are used) no additional accrued interest will be paid in respect of the period from the Settlement Date to the Guaranteed Delivery Settlement Date.
Securities validly tendered prior to the Expiration Deadline (including Securities validly tendered in accordance with the Guaranteed Delivery Procedures) may be validly withdrawn at any time before 5:00 p.m. New York City Time on 15 September 2025 (the "Withdrawal Deadline"). If the Offer is extended, the Offeror will amend the Withdrawal Deadline such that Securities validly tendered prior to the Expiration Deadline (including Securities validly tendered in accordance with the Guaranteed Delivery Procedures) may be validly withdrawn at any time prior to the earlier of (i) the Expiration Deadline and (ii) the tenth Business Day after commencement of the Offer. Securities validly tendered in the Offer may also be withdrawn in the event that the Offer has not been consummated within 60 Business Days after commencement.
Financing Condition
The Offeror announced on 8 September 2025 its intention to issue and offer for sale New Notes. The Offeror's obligation to accept for purchase and pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Tender Offer is conditioned on the successful completion, on or before the Settlement Date, of the proposed 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.
Conditions to the Offer
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 law, the Offeror expressly reserves the right, in its sole discretion, to terminate the Offer if any of the conditions of the Offer are not satisfied. If the Offer is terminated at any time, the Securities tendered pursuant to the Offer will be promptly returned to the tendering Holders.
Allocation of New Notes
The Offeror intends, in connection with the allocation of New Notes in the proposed concurrent offering of the New Notes, to consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered or indicated to the Offeror or the Dealer Managers a firm intention to tender any Securities it holds pursuant to the Offer and, if so, the aggregate principal amount of such Securities tendered or intended to be tendered by such investor. When determining allocations of the New Notes, the Offeror intends to give some degree of preference to such investors. However, the Offeror will consider various factors in making allocation decisions and is not obliged to allocate the New Notes to any such investor or to allocate any such investor an amount of New Notes that corresponds to the amount of Securities tendered by such investor pursuant to the Offer. Any potential allocation of the New Notes, while being considered by the Offeror as set out above, will be made in accordance with customary new issue allocation processes and procedures following the completion of the book building process for the offering of the New Notes. Any allocation of the New Notes may, subject to the sole and absolute discretion of the Offeror, be less than, equal to or greater than the aggregate principal amount of the Securities tendered or firmly indicated to be tendered.
Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the offering document prepared in connection with the offering of the New Notes. Neither the Offer to Purchase nor this announcement should be deemed to be an offer to sell or a solicitation of an offer to purchase any New Notes. Investors should note that the pricing and allocation of the New Notes may take place prior to the Expiration Deadline for the Offer and any investor that wishes to subscribe for New Notes in addition to tendering existing Securities for purchase pursuant to the Offer should therefore provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Securities for purchase pursuant to the Offer and the quantum of Securities that it intends to tender in order for this to be taken into account as part of the New Notes allocation process.
Rationale for the Offer
The purpose of the Offer, and the proposed concurrent offering of the New Notes, is to refinance a portion of the existing debt of the Offeror, and to concurrently proactively manage the Offeror's debt maturity profile. The Offeror intends to fund the purchase of any Securities validly tendered and accepted by it for purchase with available funds, including a portion of the net proceeds from the proposed concurrent offering of New Notes. Securities purchased in the Offer will be retired and cancelled. Securities which have not been validly tendered and accepted for purchase pursuant to the Offer will remain outstanding after the Guaranteed Delivery Settlement Date.
Indicative Timetable for the Offer
|
Date |
Action |
|
8 September 2025 |
Commencement of the Offer Offer announced. Offer to Purchase available from the Tender and Information Agent.
|
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15 September 2025, 5:00 p.m. (New York City time), unless extended or earlier terminated by the Offeror. |
Withdrawal Deadline Deadline for Holders to properly withdraw tenders of their Securities (or, where applicable, Notices of Guaranteed Delivery). If a tender of Securities (or, where applicable, a Notice of Guaranteed Delivery) is properly withdrawn, the Holder will not receive any consideration on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable (unless that Holder validly re-tenders such Securities at or prior to the Expiration Deadline and the Securities are accepted by the Offeror). |
|
15 September 2025, 5:00 p.m. (New York City time), unless extended or earlier terminated by the Offeror |
Expiration Deadline The last time and date for Holders to submit Tender Instructions (or, where applicable, Notices of Guaranteed Delivery) in order to be able to participate in the Offer and to be eligible to receive the Purchase Price and Accrued Interest on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable. |
|
16 September 2025 |
Announcement of Results of the Offer The Offeror expects to announce the aggregate principal amount of Securities (i) that were validly tendered and not validly withdrawn and (ii) in respect of which Notices of Guaranteed Delivery were delivered, in each case, at or prior to the Expiration Deadline. The Offeror will also announce in the results of the Offer whether the Offeror intends to accept such Securities for purchase pursuant to the Offer, subject to the satisfaction or waiver of the Financing Condition. |
|
17 September 2025, 5:00 p.m. (New York City time) |
Guaranteed Delivery Deadline The last time and date for Holders to validly deliver Securities in respect of which a Notice of Guaranteed Delivery was delivered at or prior to the Expiration Deadline. |
|
Expected to be 18 September 2025 |
Settlement Date Settlement Date for Securities validly tendered prior to the Expiration Deadline and accepted for purchase by the Offeror, other than in the case of Securities validly tendered pursuant to the Guaranteed Delivery Procedures. Payment of the Purchase Price and any Accrued Interest in respect of any such Securities. |
|
Expected to be 19 September 2025 |
Guaranteed Delivery Settlement Date Guaranteed Delivery Settlement Date for Securities validly tendered prior to the Guaranteed Delivery Deadline and accepted for purchase by the Offeror pursuant to the Guaranteed Delivery Procedures. Payment of the Purchase Price and any Accrued Interest in respect of any such Securities. |
Subject to applicable securities laws and the terms set 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 extend the Withdrawal Deadline and/or the Expiration Deadline, (iii) to modify or terminate the Offer or (iv) 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).
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would require to receive instructions from a Holder in order for that Holder to be able to participate in, or to validly withdraw their instruction to participate in, the Offer before the deadlines specified above. The deadlines set by any such intermediary and the Clearing Systems for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines specified above.
Announcements in connection with the Offer will be made in the manner described in the Offer to Purchase. Copies of all such announcements, press releases and notices will also be available from the Tender and Information Agent, the contact details for whom are below. All documentation relating to the Offer, together with any updates, will also be available on the offer website (https://deals.is.kroll.com/bidvest) operated by the Tender and Information Agent for the purpose of the Offer.
Tender Instructions
To tender Securities in the Offer, a Holder must deliver, or arrange to have delivered on its behalf, through a Clearing System and in accordance with the requirements of such Clearing System, a valid Tender Instruction in the form specified by the Clearing System for submission by Holders to the Tender and Information Agent through the relevant Clearing System and in accordance with the requirements of such Clearing System prior to the Expiration Deadline.
Tender Instructions must be submitted in respect of a principal amount of Securities of no less than the Minimum Denomination (being $200,000) and may be submitted in respect of integral multiples of $1,000 above such Minimum Denomination. Holders who tender less than all of their Securities must continue to hold Securities in at least the Minimum Denomination of $200,000.
If any Holder wishes to tender its Securities but such Holder cannot comply with the procedures for the submission of a valid Tender Instruction prior to the Expiration Deadline, such Holder may tender its Securities according to the Guaranteed Delivery Procedures described in the Offer to Purchase.
Noteholders are advised to read carefully the Offer to Purchase for full details of and information on the procedures for participating in the Offer.
Further Information
Questions and requests for assistance in connection with the Offer may be directed to the Tender and Information Agent for the Offer or the Dealer Managers:
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: [email protected]
Website: https://deals.is.kroll.com/bidvest
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The Dealer Managers for the Offer are: |
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Absa Bank Limited 15 Alice Lane Sandton 2196 South Africa Attention: Debt Capital Markets |
Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Attention: Liability Management Group |
Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Attention: Liability Management Group
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Telephone (South Africa): +27 11 895 6008
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Telephone (Europe): +44 20 7986 8969 Telephone (U.S. Toll Free): +1 800 558 3745 Telephone (U.S.): +1 (212) 723 6106 |
Telephone (Europe): + 44 20 7996 5420 Telephone (U.S. Toll Free): +1 (888) 292-0070
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Email: |
Email: [email protected] |
Email: |
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 Tender 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.
Offer and Distribution Restrictions
Neither this announcement nor the Offer to Purchase constitutes an offer or an invitation to participate in the Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and the Offer to Purchase comes are required by the Offeror, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions.
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.
United Kingdom
The communication of this announcement and the Offer to Purchase and any other documents or materials relating to the Offer is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
European Economic Area
The communication of this announcement and the Offer to Purchase and any other documents or materials relating to the Offer is not being made in any member state of the EEA, other than to persons who are "qualified investors" as defined in the Prospectus Regulation, or in other circumstances falling within Article 1(4) of the Prospectus Regulation. This EEA selling restriction is in addition to any other selling restrictions set out in this announcement or the Offer to Purchase.
Italy
Neither the Offer, this announcement, the Offer to Purchase or any other document or materials relating to the Offer have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offer is being carried out in Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Securities that are located in Italy can tender Securities for purchase in the Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities and/or the Offer.
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.