15 November 2021

B&M European Value Retail S.A.

B&M Launches £250 Million Senior Secured Notes Offering  

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 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 OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF B&M EUROPEAN RETAIL VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE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 "Company") (BME:LN) announces today that it intends to offer sterling-denominated senior secured notes in an aggregate principal amount of approximately £250 million due 2028 (the "Notes").

The Company intends to use the gross proceeds from the offering of the Notes for general corporate purposes and to pay fees and expenses incurred in connection with the offering of the Notes.  

SSA Investments S.à r.l. ("SSA"), a related party of the Company which is beneficially owned by Simon Arora, Bobby Arora and Robin Arora (Simon Arora being the Chief Executive Officer of the Company and Bobby Arora and Robin Arora each being a person discharging managerial responsibility in relation to the Company's group), has delivered an undertaking, subject to (i) receipt by the Company of the sponsor confirmation that the terms of the proposed transaction are fair and reasonable as far as shareholders of the Company are concerned as required by Listing Rules of the Financial Conduct Authority (the "Listing Rules") and (ii) the issuance of the Notes to the Initial Purchasers, to purchase from the Initial Purchasers an amount equal to 22.5% of the principal amount of the Notes, and the Initial Purchasers have, subject to those conditions, undertaken to allocate an amount equal to 22.5% of the principal amount of the Notes in the offering to SSA.  Subject to this transaction being completed, it will constitute a smaller related party transaction under Listing Rule 11.1.10R. Settlement of the transaction is expected to take place on or about 24 November 2021.  As a related party transaction this disclosure is also made under the Luxembourg law of 24 May 2011 on the exercise of certain rights of shareholders (as amended), in relation to the disclosure of material related party transactions.

The Notes will be senior secured obligations of the Company and guaranteed by certain of its subsidiaries. The Notes will rank pari passu in right of payment with the Company's obligations in respect of its existing senior credit facilities and its existing £400 million 3.625% senior secured notes due 2025.

Enquiries

B&M European Value Retail S.A.

For further information please contact +44 (0) 151 728 5400

Simon Arora, Chief Executive

Alex Russo, Chief Financial Officer

Jonny Armstrong, Head of Investor Relations

[email protected]

Media

For media please contact +44 (0) 207 379 5151

Sam Cartwright, Maitland          

[email protected]

Important Notice

This announcement is released by the Company 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 offering described above. 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 United Kingdom (the "UK") by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Alex Russo, Chief Financial Officer of B&M European Value Retail S.A.

No communication and no information in respect of the offering by the Company of notes described in this announcement (the "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 offering or sale of the Notes may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Company 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.

In member states of the European Economic Area (the "EEA"), this announcement and any offer of the securities referred to herein in any member state of the EEA (each, a "Member State") will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of the securities referred to herein.  Accordingly, any person making or intending to make an offer in a Member State of Notes which are the subject of the offering contemplated may only do so in circumstances in which no obligation arises for the Company or any of the initial purchasers to publish a prospectus pursuant to Article 3 of the Prospectus Regulation, in each case, in relation to such offer.  Neither the Company nor the initial purchasers have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Company or the initial purchasers to publish a prospectus for such offer.  The expression "Prospectus Regulation" means Regulation (EU) 2017/1129.

In the UK, this announcement and any offer of the securities referred to herein in the UK will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of the securities referred to herein. Accordingly, any person making or intending to make an offer in the UK of Notes which are the subject of the offering contemplated may only do so in circumstances in which no obligation arises for the Company or any of the initial purchasers to publish a prospectus pursuant to article 3 of the UK Prospectus Regulation, in each case, in relation to such offer.  Neither the Company nor the initial purchasers have authorized, nor do they authorize, the making of any offer of Notes in circumstances in which an obligation arises for the Company or the initial purchasers to publish a prospectus for such offer.  The expression "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018.

This announcement does not constitute an invitation or inducement to engage in investment activity within the meaning of the UK Financial Services and Markets Act 2000 (the "FSMA").  This document is only being distributed to and is only directed at: (i) persons who are outside the UK; (ii) persons who are investment professionals within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (iii) persons falling within Article 49(2)(a) to (d) of the Order (high net worth entities, unincorporated associations, etc.); or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons").  The Notes are available only to, and any invitation or offer may be directed at, or any agreement to subscribe for, purchase or otherwise acquire, any securities will be engaged in only with, in the UK, relevant persons and, in any other jurisdiction, persons to whom it can lawfully be communicated and who may lawfully engage in such investment activity.  Any person in the UK who is not a relevant person should not act or rely on this announcement or any of its contents.

The Notes may not be offered or sold to the public in Luxembourg, directly or indirectly, and no offering memorandum, form of application, advertisement or other material relating to such Notes may be distributed, or otherwise be made available in or from, or published in, Luxembourg except in circumstances where the offer benefits from an exemption or constitutes a transaction otherwise not subject to the requirements to publish a prospectus, in accordance with the Prospectus Regulation.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The Notes have not been and will not be registered under the U.S. Securities Act of 1933 (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.

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.

In connection with any issuance of the Notes, a stabilizing manager (or any person acting on behalf of such stabilizing manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager (or any person acting on behalf of the stabilizing manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes, as applicable. Any stabilization action or over-allotment must be conducted by the stabilizing manager (or person acting on behalf of the stabilizing manager) in accordance with all applicable laws and rules.

This announcement contains certain forward-looking statements with respect to certain of the Company's current expectations and projections about future events. These statements, which sometimes use words such as "proposed," "expect," 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 Company 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.

MiFIR professionals / ECPs only / No PRIIPs / UK PRIIPs KID - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs regulation key information document (KID) has been prepared as the notes are not available to retail investors in the EEA or the United Kingdom.