TIDMBME
RNS Number : 6960F
B&M European Value Retail S.A.
11 March 2020
11 March 2020
B&M European Value Retail S.A.
Sale of German Business
B&M European Value Retail S.A. (the "Company" or the
"Group") announces that, following the strategic review in relation
to the Group's German business, which was announced in November
2019, it has exchanged contracts today for the sale of J.A.
Woll-Handels GmbH ("Jawoll").
The sale is for the Group's entire 80% shareholding (the
"Shares") in Jawoll to a purchasing consortium led by AC Curtis
Salta GmbH, a company funded by Adiuva Capital. The purchaser
consortium also includes Wiebke Stern, Sebastian Dorin, Alexander
Dorin, STIWEC GmbH and Jalogy Beteiligungs GmbH.
Completion of the transaction, which is conditional upon, among
other things, German competition authority clearance being granted,
is expected to occur within the next 28 days or by a long stop date
of 1 June 2020.
Subject to completion, the total consideration payable to the
Group for the transaction is EUR12,501,000 which is to be paid in
cash. EUR2,501,000 is payable on completion of the transaction and
EUR10,000,000 is payable on 31 December 2020 conditional on the
on-going trading of Jawoll. In addition, on completion the
purchaser's consortium will repay Jawoll's bank debt, which has a
facility limit of up to EUR16m, and had been guaranteed by the
Group.
The total consideration payable to the Group comprises:
(i) EUR2,500,000 as a part repayment of an intra-group trading
account balance of EUR5,600,000 owed by Jawoll to the Group with
the remaining balance having been waived;
(ii) EUR10,000,000 part repayment of loans made by the Group to
Jawoll of EUR42,980,000 (including interest) with the balance of
those loans having been waived; and
(iii) a nominal sum of EUR1,000 for the Shares.
Accordingly, the transaction will not have a material impact on
the Group's leverage.
Jawoll, together with its wholly owned subsidiary, Jawoll
Vertriebs GmbH ("Vertriebs"), is a general merchandise discount
retailer with 89 stores in the North-West of Germany. The
consolidated losses of those entities as reported for the financial
year ended 31 March 2019 was GBP15.4m and the value of their Gross
Assets as at 28 September 2019 (under IFRS16) was GBP192.6m.
The sale of Jawoll (together with its wholly owned subsidiary)
constitutes a Class 2 transaction for the purposes of the UK
Financial Conduct Authority's Listing Rules, and, as such does not
require B&M shareholders' approval.
One of the purchaser's consortium, STIWEC GmbH ("STIWEC"), is an
existing shareholder owning 13% of the shares of Jawoll. Another
member of the purchaser's consortium, Jalogy Beteiligungs GmbH
("Jalogy"), is an investment company owned by Ralf Hartwich. Mr
Hartwich is the Managing Director of Jawoll and Vertriebs and he is
also an existing shareholder owning 7% of the shares of Jawoll. The
transaction falls within the exemption in Listing Rule 11 Annex 1
Paragraph 9 of transactions to which the related party transaction
rules do not apply, as it relates to shares in an insignificant
subsidiary undertaking of B&M's Group.
The transaction does however constitute a related party
transaction under the Luxembourg Law of 24 May 2011 (as amended on
1 August 2019). For the purpose of that law the Company confirms as
follows. The related parties are STIWEC and Jalogy and the nature
of their relationships with Jawoll and Vertriebs is as set out
above in this Announcement. They have no other material
relationships with the Company or any other entities in the B&M
Group. The date of the transaction is the date of this
Announcement. The value and net financial impact to the B&M
Group of the transaction is as set out above in this Announcement.
The sale transaction with the purchaser consortium includes the
sale of 11% of the total issued shares in Jawoll to STIWEC and
8.45% of the total issued shares in Jawoll to Jalogy, for part of
the nominal consideration (as referred to above in this
Announcement) to be paid for the Shares. The transactions with
those parties forms part of the terms of the overall sale
transaction with the purchaser consortium, in respect of which the
total consideration for the sale transaction is set out above. That
consideration reflects the loss making position of Jawoll and its
subsidiary as described above.
This announcement contains inside information which is disclosed
in accordance with the Market Abuse Regulation.
Enquiries
B&M European Value Retail S.A.
For further information please contact +44 (0) 151 728 5400
Simon Arora, Chief Executive
Paul McDonald, Chief Financial Officer
Steve Webb, Investor Relations Director
Investor.relations@bandmretail.com
Media
For media please contact +44 (0) 207 379 5151
Maitland
Daniel Yea
bmstores-maitland@maitland.co.uk
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END
DISJBMBTMTTBMLM
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