B&M Regulatory News (BME)

2 July 2020

B&M European Value Retail S.A.

Pricing of £400 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OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF B&M EUROPEAN RETAIL VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE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 that it has priced its offering of £400 million aggregate principal amount of 3.625% senior secured notes due 2025 (the "Notes").

The Notes are being offered in connection with the refinancing of certain of the Company's existing senior credit facilities. The existing facilities will be replaced by new senior credit facilities, which will include a £300 million term loan A facility and a £155 million revolving credit facility. The proceeds from the offering of the Notes, together with the new term loan A facility and cash on hand, will be used to repay all amounts outstanding under 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 associated with the refinancing, including the offering of the Notes, and for general corporate purposes.

Upon the issuance of the Notes to the Initial Purchasers, 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), will purchase £100 million principal amount of the Notes in the Offering from the Initial Purchasers for a total consideration of £100 million. As announced on 1 July 2020 this transaction constitutes a smaller related party transaction under Listing Rule 11.1.10R. The sponsor confirmation under that rule that the terms of the proposed transaction are fair and reasonable as far as shareholders of the Company are concerned, has been obtained. 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.

The Notes will be senior secured obligations of the Company and guaranteed by certain of its subsidiaries that will also guarantee its new senior credit facilities.

The Notes are expected to be issued on or about 13 July 2020, subject to the satisfaction of certain customary closing conditions. The Company has made an application for the Notes to be listed on the Euro MTF market of the Luxembourg Stock Exchange.  

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.