14 November 2023

B&M European Value Retail S.A.

Pricing of £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 (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 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OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF B&M EUROPEAN RETAIL VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON OR ANY JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION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 "Company") (BME:LN) announces today that it has priced its offering of £250 million in aggregate principal amount of 8.125% Senior Secured Notes due 2030 (the "Notes").

The Company intends to use the gross proceeds from the offering of the Notes (the "Offering") to purchase up to £250 million in aggregate principal amount of its existing £400 million 3.625% Senior Secured Notes due 2025 (the "2025 Notes") in a cash offer to holders of 2025 Notes to tender their 2025 Notes for purchase by the Company (the "Tender Offer"), for general corporate purposes and to pay fees and expenses incurred in connection with the Offering and the Tender Offer. The Company also intends to pay an accrued interest payment corresponding to accrued and unpaid interest on the 2025 Notes from (and including) the immediately preceding interest payment date for the 2025 Notes up to (but excluding) the relevant settlement date to all noteholders whose 2025 Notes have been validly tendered (and not validly withdrawn) and accepted for purchase in the Tender Offer. To the extent less than £250 million in aggregate principal amount of the 2025 Notes is purchased in the Tender Offer, the Company intends to use the difference between the amount of net proceeds which would have been used to purchase the relevant maximum acceptance amount (as determined by the Company in its sole and absolute discretion) of the 2025 Notes and the amount of net proceeds actually used to purchase 2025 Notes for general corporate purposes.

Affiliates of Simon Arora, previously being a director and the Chief Executive Officer of the Company, and Bobby Arora, the Company's Group Trading Director (and their affiliated entities, collectively, "SSA"), collectively hold a portion of the 2025 Notes and have agreed (subject to, inter alia, receipt by the Company of the sponsor confirmation that the terms of the proposed transactions are fair and reasonable as far as shareholders of the Company are concerned as required by Listing Rule 11.1.10R of the Financial Conduct Authority (the "Listing Rules")) (i) to purchase from the initial purchasers of the Notes (the "Initial Purchasers") £30 million in aggregate principal amount of the Notes in the Offering, and the Initial Purchasers have (subject to, inter alia, receipt by the Company of such sponsor confirmation) agreed to sell £30 million in aggregate principal amount of the Notes in the Offering to SSA and (ii) to tender at least £30 million in the aggregate principal amount of the 2025 Notes held by SSA in the Tender Offer. The Company is under no obligation to accept for purchase any 2025 Notes tendered pursuant the Tender Offer, and the acceptance for purchase by the Company of any 2025 Notes pursuant to the Tender Offer is at the sole and absolute discretion of the Company. Subject to the completion of the above mentioned intended acquisition by SSA of £30 million principal amount of the Notes in the Offering, SSA have also agreed, for a period of six months from the date of such acquisition, not to directly or indirectly sell, contract to sell or otherwise dispose of any of the Notes acquired by SSA, except with the prior written consent of HSBC Bank plc, BNP Paribas and BofA Securities Europe SA. As announced on 13 November 2023, subject to this transaction being completed, it will constitute a smaller related party transaction under Listing Rule 11.1.10R.

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, the 2025 Notes and its existing £250 million 4.000% Senior Secured Notes due 2028.

The Notes are expected to be issued on or around 23 November 2023, subject to the satisfaction of certain customary closing conditions. The Company has made an application for the Notes to be listed on the Official List of the Luxembourg Stock Exchange (to be admitted to trading on the Euro MTF market of such exchange).

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

[email protected]

Media

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

Maitland  

Sam Cartwright

[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 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 Offering by the Company of 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 do so only 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 (as amended).

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 do so only 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 amended) 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 (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). The Notes and the related guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws 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  or applicable state or local securities laws.

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," "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 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 / MiFID professionals / ECPs only / No PRIIPs / UK PRIIPs KID - Manufacturer target market (MiFIR product governance and 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 UK.