TIDMBME
RNS Number : 6869R
B&M European Value Retail S.A.
01 July 2020
1 July 2020
B&M European Value Retail S.A.
B&M Launches GBP350 Million Senior Secured Notes
Offering
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ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE,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 GBP350 million due 2025 (the "Notes").
The Notes will be offered in connection with the refinancing of
certain of the Company's existing senior credit facilities and
existing notes. The existing facilities will be replaced by new
senior credit facilities, which will include a new term loan A
facility of GBP300 million and a revolving credit facility of up to
GBP155 million. If successful, the proceeds from the offering of
the Notes, together with the new term loan A facility and cash on
hand, will be used to refinance all of the the existing senior
facilities, to redeem and repay in full the Company's existing
4.125% senior secured notes due 2022 (including accrued and unpaid
interest and applicable redemption premium), to pay fees and
expenses relating to the refinancing, including the offering of the
Notes, and for general corporate purposes.
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
GBP100 million principal amount of the Notes, and the Initial
Purchasers have, subject to those conditions, undertaken to sell
GBP100 million 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
13 July 2020. 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.
This announcement includes 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
Important Notice
No communication and no information in respect of the offering
by B&M European Value Retail S.A. 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. B&M European Value Retail S.A. takes no
responsibility for any violation of any such restrictions by any
person.
This announcement is not a prospectus within the meaning of
Regulation (EU) 2017/1129 (the "Prospectus Regulation").
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.
With respect to the member States of the European Economic Area
and the United Kingdom, the Notes may only be offered under
circumstances not requiring B&M Retail Value S.A. to publish a
prospectus as provided under article 3 of the Prospectus
Regulation.
This communication does not constitute an offer to the public in
the United Kingdom. No prospectus has been or will be approved in
the United Kingdom in respect of the Notes. The distribution of
this press release is not made, and has not been approved, by an
"authorized person" within the meaning of Article 21(1) of the
Financial Services and Markets Act 2000 (as amended, "FSMA"). As a
consequence, this press release is directed only at persons who (i)
are located outside the United Kingdom, (ii) have professional
experience in matters relating to investments and fall within
Article 19(5) ("investment professionals") of the Financial
Services and Markets Act 2000 (Financial Promotions) Order 2005
(the "Order") , (iii) are persons falling within Article 49(2)(a)
to (d) ("high net worth companies, unincorporated associations,
etc.") of the Order or (iv) are 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 (all such persons
together being referred to as "Relevant Persons"). The Notes are
directed only at Relevant Persons and no invitation, offer or
agreement to subscribe, purchase or otherwise acquire such Notes
may be proposed or made other than with Relevant Persons. Any
person other than a Relevant Person may not act or rely on this
document or any provision hereof. This press release is not a
prospectus which has been approved by the Financial Conduct
Authority or any other United Kingdom regulatory authority for the
purposes of Section 85 of FSMA.
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.
Manufacturer target market (MIFID II product governance) is
eligible counterparties and professional clients only (all
distribution channels). No PRIIPs key information document (KID)
has been prepared as not available to retail investors in European
Economic Area or the United Kingdom.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCUARWRRRUBRRR
(END) Dow Jones Newswires
July 01, 2020 04:02 ET (08:02 GMT)
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