19 November 2024
B&M European Value Retail
S.A.
Pricing of B&M's £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 ("EUWA") ("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EUROPEAN RETAIL VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR
PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR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 IN OR INTO 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 that it has successfully priced its offering (the
"Offering") of
£250 million in aggregate principal amount of 6.500% senior
secured notes due 2031 (the "Notes"). The timing and structure of
the Offering are substantially consistent with those conducted in
November 2021 and November 2023 as part of the Company's ongoing
and routine balance sheet management policy. Following the use of
proceeds from the Offering, the maturities of indebtedness for
B&M European Value Retail S.A. and its subsidiaries will have
been extended to range from November 2028 to November
2031.
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 £155.52 million 3.625% senior secured notes due 2025
(which will be repaid on or prior to their maturity on 15 July 2025
with the proceeds of the Offering), £250 million 4.000% senior
secured notes due 2028 and £250 million 8.125% senior secured notes
due 2030. The Notes are expected to be
issued on or around 27 November 2024, 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
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 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. 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 EUWA, 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 the 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 the
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 the 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 the 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 EUWA.
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 the 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", "intend", "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 II 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.
