B&M Regulatory News (BME)

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA.

The information contained within this announcement is deemed to constitute inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) no.596/2014. Upon the publication of this announcement, this inside information is now considered to be in the public domain.

2 June 2017

PLACING OF 125,000,000 ORDINARY SHARES IN B&M EUROPEAN VALUE RETAIL S.A. ("B&M") BY CD&R EUROPEAN VALUE RETAIL INVESTMENT S.À R.L. ("CD&R") AND SSA INVESTMENTS S.À R.L. ("SSA INVESTMENTS")

CD&R and SSA Investments announce that they have sold an aggregate of 125,000,000 ordinary shares (the "Placing Shares") in B&M, representing approximately 12.5% of B&M's issued ordinary share capital, at a price of 363.4 pence per share (the "Placing") raising aggregate gross sale proceeds of £454.3m. 

Following settlement of the Placing, which is expected to take place on 6 June 2017, CD&R will continue to hold approximately 4.9% and SSA Investments will continue to hold approximately 15.0% of B&M's ordinary shares.

Citigroup Global Markets Limited ("Citi"), Credit Suisse Securities (Europe) Limited ("Credit Suisse") and Goldman Sachs International ("Goldman Sachs") acted as Joint Bookrunners in connection with the Placing. Lazard & Co., Limited ("Lazard") acted as financial adviser to CD&R and SSA Investments in connection with the Placing.

IMPORTANT NOTICE:

This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions), Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.

The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by CD&R European Value Retail Investment S.à r.l., SSA Investments S.à r.l. or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.

The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and, subject to certain exemptions, may not be offered or sold in the United States (as defined in Regulation S under the Securities Act). Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer if made subsequently is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression 'Prospectus Directive' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. In the United Kingdom, this announcement is directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated.

In connection with any offering of the Placing Shares, Citi, Credit Suisse and Goldman Sachs and any of their affiliates acting as an investor for their own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares. In addition they may enter into financing arrangements and swaps with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. They do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.

Citi, Credit Suisse and Goldman Sachs, which are authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority, are acting on behalf of CD&R and SSA Investments and no one else in connection with any offering of the Placing Shares and will not be responsible to any other person for providing the protections afforded to any of its clients or for providing advice in relation to any offering of the Placing Shares. Citi, Credit Suisse and Goldman Sachs will not regard any other person as its client in relation to the offering of the Placing Shares.

Lazard, which is authorised and regulated by Financial Conduct Authority, is acting exclusively for CD&R and SSA Investments and no one else in connection with the Placing and will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than CD&R and SSA Investments for providing the protections afforded to its clients or for giving advice in relation to the Placing or the contents of this announcement or any transaction, arrangement or other matter referred to herein.