TIDMBME
RNS Number : 2387T
B&M European Value Retail S.A.
13 November 2023
13 November 2023
B&M European Value Retail S.A.
B&M Offers to Purchase for Cash the Outstanding 3.625%
Senior Secured Notes due 2025
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 ("UK MAR").
THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES
NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL,
ISSUE OR PURCHASE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE,
SUBSCRIBE FOR OR SELL, 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VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION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 ANY JURISDICTION IN WHICH THE PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT
NOTICE AT THE OF THIS ANNOUNCEMENT.
B&M European Value Retail S.A. (the "Offeror") (BME:LN)
announces today that it has commenced a cash offer to holders of
its existing GBP400 million 3.625% Senior Secured Notes due 2025
(the "Existing Notes") to tender their Existing Notes for purchase
by the Offeror up to a Maximum Acceptance Amount (as described in
the table below) (the "Tender Offer"), subject to the satisfaction
of the New Financing Condition (as defined below) and other terms
and conditions set out in the tender offer memorandum, dated 13
November 2023 (the "Tender Offer Memorandum").
Description of the Outstanding Principal Maximum Acceptance
Existing Notes Amount ISIN/Common Code Purchase Price(1) Amount
3.625% Senior Secured GBP400,000,000 ISIN: XS2199627030 98% The Offeror will
Notes due 2025 Common Code: 219962703 determine the Maximum
Acceptance Amount at
its sole and absolute
discretion.
The indicative Maximum
Acceptance Amount will
be announced by the
Offeror after the
pricing
of the New Notes.
Subject to the
Offeror's final
determination (in its
sole and absolute
discretion),
the Maximum Acceptance
Amount is expected to
be equal to the
aggregate principal
amount of
the New Notes
(excluding, for the
avoidance of doubt,
accrued and unpaid
interest).
-----------------------
(1) Expressed as a percentage of principal amount of Existing
Notes tendered and accepted by the Offeror, exclusive of any
accrued and unpaid interest, which will be paid to, but not
including, the settlement date of the Tender Offer.
Consummation of the Tender Offer is subject to the satisfaction
of certain conditions, including, without limitation, the New
Financing Condition and the conditions set out herein (each as more
fully described in the Tender Offer Memorandum). Subject to
applicable law, the Offeror reserves the right, in its sole and
absolute discretion, to waive any and all conditions to the Tender
Offer.
The Offeror announced today its intention to offer new sterling
denominated senior secured notes due 2030 (the "New Notes") in
aggregate principal amount of GBP250 million. The settlement of the
Tender Offer is conditioned upon, among other things, satisfaction
of the New Financing Condition. It is expected that the issue of
the New Notes and the Tender Offer will settle on or around the
Settlement Date (as defined below).
Whether the Offeror will accept for purchase any Existing Notes
validly tendered in the Tender Offer and complete the Tender Offer
is subject, without limitation, to the successful completion (in
the sole determination of the Offeror) of the issue of the New
Notes (the "New Financing Condition"). There can be no assurance
that the Offeror will be able to satisfy the New Financing
Condition.
The Offeror is proposing the Tender Offer and the contemplated
issuance of New Notes to improve its overall debt maturity profile.
Existing Notes purchased by the Offeror pursuant to the Tender
Offer are expected to be cancelled and will not be re-issued or
re-sold. Any Existing Notes that are not successfully tendered and
accepted for purchase by the Offeror will remain outstanding.
If the Offeror decides to accept any valid tenders of Existing
Notes for purchase pursuant to the Tender Offer, the Offeror shall
determine (in its sole and absolute discretion) the maximum
aggregate principal amount of Existing Notes to be accepted and
purchased pursuant to the Tender Offer (the "Maximum Acceptance
Amount"). The indicative Maximum Acceptance Amount is expected to
be announced as soon as reasonably practicable after the pricing of
the New Notes. Subject to the Offeror's final determination (in its
sole and absolute discretion), the Maximum Acceptance Amount is
expected to be equal to the aggregate principal amount of the New
Notes (excluding, for the avoidance of doubt, accrued and unpaid
interest).
The Offeror will pay, for Existing Notes accepted for purchase
pursuant to the Tender Offer (and subject to satisfaction or waiver
of the New Financing Condition), a cash consideration amount (the
"Purchase Consideration") equal to the product of (i) the purchase
price equal to 98% of the principal amount of such Existing Notes
(such percentage, the "Purchase Price") and (ii) the principal
amount of such Existing Notes accepted for purchase pursuant to the
Tender Offer. The Offeror will also pay an accrued interest payment
corresponding to accrued and unpaid interest on the Existing Notes
from (and including) the immediately preceding interest payment
date for the Existing Notes up to (but excluding) the Settlement
Date to all noteholders whose Existing Notes have been validly
tendered (and not validly withdrawn) and accepted for purchase (the
"Accrued Interest Payment").
When considering allocation of the New Notes (if any), the
Offeror may give preference to those noteholders that, prior to
such allocation, have validly tendered or have given a firm
intention to any Dealer Manager that they intend to tender all or a
portion of their Existing Notes for purchase pursuant to the Tender
Offer. Therefore, a noteholder that wishes to subscribe for New
Notes in addition to tendering its Existing Notes for purchase
pursuant to the Tender Offer may be eligible to receive, at the
sole and absolute discretion of the Offeror, priority in the
allocation of the New Notes, subject to the issue of the New Notes
and such noteholder making a separate application for the purchase
of such New Notes to a Dealer Manager (in its capacity as a joint
lead manager of the issue of the New Notes) in accordance with the
standard new issue procedures of such Dealer Manager. Any such
preference will, subject to the sole and absolute discretion of the
Offeror, be applicable up to the aggregate principal amount of
Existing Notes tendered by such noteholder (or in respect of which
such noteholder has indicated a firm intention to tender as
described above) pursuant to the Tender Offer. However, the Offeror
is not obliged to allocate any New Notes to a noteholder that has
validly tendered or indicated a firm intention to tender its
Existing Notes for purchase pursuant to the Tender Offer and, if
any such New Notes are allocated, the principal amount thereof may
be less or more than the principal amount of Existing Notes
tendered by such noteholder and accepted for purchase by the
Offeror pursuant to the Tender Offer. Any such allocation will
also, among other factors, take into account the minimum
denomination of the New Notes (being GBP100,000).
All allocations of the New Notes, while being considered by the
Offeror as set out above, will be made in accordance with customary
new issue allocation processes and procedures in the sole and
absolute discretion of the Offeror. In the event that a noteholder
validly tenders Existing Notes pursuant to the Tender Offer, such
Existing Notes will remain subject to such tender and the
conditions of the Tender Offer as set out in the Tender Offer
Memorandum, including the blocking of such Existing Notes,
irrespective of whether that noteholder receives all, part or none
of any allocation of New Notes for which it has applied.
Noteholders should note that the pricing and allocation of the
New Notes are expected to take place prior to the Expiration Time
(as defined below) for the Tender Offer and any noteholder that
wishes to subscribe for New Notes in addition to tendering Existing
Notes for purchase pursuant to the Tender Offer should therefore
provide, as soon as practicable, to any Dealer Manager any
indications of a firm intention to tender Existing Notes for
purchase pursuant to the Tender Offer and the principal amount of
Existing Notes that it intends to tender.
Set forth below is an indicative summary of the important dates
in connection with the Tender Offer.
-- The Tender Offer and announcement of the offering of the New
Notes will commence on 13 November 2023.
-- The pricing of the offering of the New Notes will occur on a
date to be determined by the Offeror in its sole and absolute
discretion, which is expected to be prior to the Expiration
Time.
-- The Offeror will announce the indicative Maximum Acceptance
Amount as soon as reasonably practicable after the pricing of the
offering of the New Notes.
-- The Tender Offer will expire at 4:00 p.m. London time, on 20
November 2023, unless extended, re-opened, amended or terminated
(the "Expiration Time").
-- The Offeror will announce whether the Offeror will accept
(subject to satisfaction or waiver of the New Financing Condition
on or prior to the Settlement Date) valid tenders of Existing Notes
pursuant to the Tender Offer and, if so accepted, (i) the Maximum
Acceptance Amount, (ii) the principal amount of Existing Notes
validly tendered, (iii) the aggregate principal amount of Existing
Notes accepted for purchase and (iv) the Scaling Factor applicable
to Tender Only Instructions (as defined below) (if any), as soon as
reasonably practicable after the Expiration Time.
-- Settlement of the Tender Offer is expected to take place on
or about 23 November 2023, subject to the right of the Offeror to
extend, re-open and/or terminate the Tender Offer (the "Settlement
Date"), provided that all conditions to the occurrence of the
Settlement Date have been satisfied or waived.
Eligible noteholders are advised to check with any bank,
securities broker or other intermediary through which they hold
Existing Notes as to when such intermediary would need to receive
instructions from an eligible noteholder before the deadlines
specified in the Tender Offer Memorandum in order for such eligible
noteholder to be able to participate in, withdraw from, or revoke
its instruction to participate in, the Tender Offer. The deadlines
set by any such intermediary and Euroclear Bank SA/NV or
Clearstream Banking S.A. for the submission and withdrawal of a
Tender Instruction (as defined in the Tender Offer Memorandum) will
be earlier than the relevant deadlines specified above and the
Tender Offer Memorandum.
Noteholders that wish to tender their Existing Notes for
purchase pursuant to the Tender Offer in addition to subscribing
for New Notes can receive (at the Offeror's sole and absolute
discretion) priority of acceptance ("Priority of Acceptance") in
the Tender Offer through the use of a unique reference number
obtained from the Dealer Managers (the "Acceptance Code"), subject
to the satisfaction (in the sole determination of the Offeror) of
the New Financing Condition and the completion of the Tender
Offer.
A noteholder can obtain such an Acceptance Code by contacting
the Dealer Managers, the contact details for which are contained in
this announcement. The receipt of an Acceptance Code in conjunction
with the issue of the New Notes will not constitute acceptance of a
tender of Existing Notes for purchase pursuant to the Tender Offer
by the Offeror.
In order for a noteholder to be eligible to receive Priority of
Acceptance in the Tender Offer, an Acceptance Code must be quoted
in that noteholder's Tender Instruction (any Tender Instruction
collectively specifying (i) a valid Acceptance Code, (ii) the name
of the beneficial owner of the relevant Existing Notes and (iii) a
contact telephone number for the beneficial owner of the relevant
Existing Notes being a "Tender and Priority Acceptance
Instruction").
Noteholders that wish to tender Existing Notes for purchase
pursuant to the Tender Offer but do not wish to subscribe for New
Notes can submit a Tender Instruction to this effect (a "Tender
Only Instruction").
Priority of Acceptance may be given, at the Offeror's sole and
absolute discretion, for an aggregate principal amount of Existing
Notes subject to a Tender and Priority Acceptance Instruction equal
to the aggregate principal amount of New Notes allocated to the
relevant noteholder in the distribution of the New Notes. If a
noteholder submits Tender and Priority Acceptance Instructions
representing an aggregate principal amount of Existing Notes
greater than the aggregate principal amount of New Notes allocated
to the relevant noteholder in the distribution of New Notes, the
Offeror may, in its sole and absolute discretion, treat any such
excess amount as a Tender Only Instruction.
In the event that the Offeror decides to accept any validly
tendered Existing Notes for purchase pursuant to the Tender Offer
and determines that the aggregate principal amount of the Existing
Notes validly tendered and accepted pursuant to the Tender Offer is
greater than the Maximum Acceptance Amount, any accepted tenders of
Existing Notes not given Priority of Acceptance by the Offeror in
its sole and absolute discretion ("Non-Priority Tendered Existing
Notes") will be scaled by a factor (the "Scaling Factor") derived
from (i) the difference between the Maximum Acceptance Amount and
the aggregate principal amount of the Existing Notes given Priority
of Acceptance by the Offeror (in its sole discretion, in whole or
in part) divided by (ii) the aggregate principal amount of the
Non-Priority Tendered Existing Notes that have been validly
tendered pursuant to the Tender Offer (subject to adjustment
resulting from the rounding of tenders of Non-Priority Tendered
Existing Notes described in the Tender Offer Memorandum).
Each tender of Non-Priority Tendered Existing Notes that is
scaled pursuant to the Scaling Factor will be rounded down to the
nearest GBP1,000 in principal amount. In addition, in the event of
any such scaling, the Offeror intends to apply pro rata scaling to
each valid tender of Non-Priority Tendered Existing Notes in such a
manner as will result in both (a) the relevant noteholder
transferring Non-Priority Tendered Existing Notes to the Offeror in
an aggregate principal amount of at least (i) GBP100,000 (being the
minimum denomination of the Existing Notes) or (ii) GBP0 and (b)
the relevant noteholder's residual amount of the Existing Notes
(being the principal amount of the Non-Priority Tendered Existing
Notes stated within the relevant Tender Instruction that are not
accepted for purchase by virtue of such scaling) amounting to
either (i) at least GBP100,000 or (ii) GBP0, and the Offeror
therefore intends to adjust the scaling factor applicable to any
relevant Tender Instruction accordingly.
Whether or not the purchase of any Existing Notes pursuant to
the Tender Offer is completed, the Offeror, the Dealer Managers and
Tender Agent reserve the right, to the extent permitted by
applicable law, to acquire (from time to time both during and after
the Tender Offer) Existing Notes that remain outstanding after the
Expiration Time other than pursuant to the Tender Offer, including
through open market purchases, privately negotiated transactions,
other tender offers, exchange offers or otherwise. Such purchases
may be on such terms and at such prices as the Offeror may
determine.
The Offeror may, acting in its sole and absolute discretion,
decline to accept an application quoting the Acceptance Code in the
event that the noteholder specifies a wrong Acceptance Code or in
the case there is any other defect related to the Acceptance Code.
The Offeror reserves the right to waive any such defect. No
assurances can be given that any noteholder that receives an
Acceptance Code will be given Priority of Acceptance, or be
eligible to participate, in the Tender Offer. Participating in the
Tender Offer and requesting an Acceptance Code are subject to all
applicable securities laws and regulations in force in any relevant
jurisdiction. In order for a noteholder to be eligible to receive
Priority of Acceptance in the Tender Offer, an Acceptance Code must
be quoted in that noteholder's Tender and Priority Acceptance
Instruction. Noteholders who wish to tender Existing Notes for
purchase pursuant to the Tender Offer but do not wish to subscribe
for New Notes can submit a Tender Only Instruction. Additionally,
noteholders who have received Priority of Acceptance in an amount
equal to the aggregate principal amount of New Notes allocated to
the relevant noteholder in distribution of the New Notes but wish
to tender additional Existing Notes in the Tender Offer may submit
a separate Tender Only Instruction in respect of such excess
portion.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
principal amount of Existing Notes of no less than GBP100,000,
being the minimum denomination of the Existing Notes, and in
integral multiples of GBP1,000 in excess thereof. A separate Tender
Instruction must be completed on behalf of each beneficial
owner.
The receipt of a Tender Instruction by the relevant clearing
system will constitute instructions to debit the securities account
of the relevant Direct Participant (as defined in the Tender Offer
Memorandum) on the Settlement Date in respect of all of the
Existing Notes that the relevant noteholder has validly tendered
pursuant to its tender prior to or at the Expiration Time upon
receipt by such clearing system of an instruction from the Offeror
for such Existing Notes to be transferred to the specified account
of the Offeror or its agent on its behalf and payment by the
Offeror of the Purchase Consideration and the Accrued Interest
Payment subject to the automatic withdrawal of those instructions
on the date of termination of the Tender Offer (including where
such Existing Notes are not accepted for purchase by the Offeror)
or, in accordance with the requirements described in the Tender
Offer Memorandum to the extent such withdrawal is permitted, on the
valid withdrawal of such Tender Instruction as described in the
Tender Offer Memorandum, and subject to acceptance of the relevant
tender by the Offeror and all other conditions of the Tender
Offer.
Any noteholder who holds Existing Notes through the clearing
systems must arrange directly or through its relevant intermediary
custodian for a Direct Participant to deliver the noteholder's
Tender Instruction to the relevant clearing system prior to or at
the Expiration Time. Only a Direct Participant in the clearing
system may submit Tender Instructions in respect of Existing
Notes.
In the event that the Direct Participant through which a
noteholder holds its Existing Notes is unable to submit a Tender
Instruction on its behalf, such noteholder should contact the
Tender Agent for assistance. Noteholders should consult with the
Direct Participant or relevant intermediate custodian as to whether
it will charge any service fees in connection with the making of
any such tender.
The receipt of a Tender Instruction by the relevant clearing
system will be acknowledged in accordance with the standard
practices of such clearing system and will result in the blocking
of the relevant Existing Notes in the noteholder's account with the
relevant clearing system so that no transfers may be effected in
relation to such Existing Notes from the date the relevant Tender
Instruction is submitted until the earlier of (i) the time of
settlement on the Settlement Date (as this may be extended) and
(ii) the date of any termination of the Tender Offer (including
where such Existing Notes are not accepted by the Offeror for
purchase) (or, in any case, immediately thereafter) or on which the
Tender Instruction is revoked, in the limited circumstances in
which such revocation is permitted. In the period of time during
which the relevant Existing Notes are blocked pursuant to the
foregoing procedures, noteholders may be unable to promptly
transfer or sell their Existing Notes or timely react to adverse
trading conditions and could suffer losses as a result of these
restrictions on transferability.
All questions as to validity, form and eligibility (including
time of receipt) of any Tender Instruction will be determined by
the Offeror in its sole and absolute discretion. Such determination
as to whether or when a Tender Instruction is received, whether it
is duly completed and signed or whether a tender is validly
withdrawn shall be final and binding.
By participating in the Tender Offer in this manner, noteholders
will be deemed to have acknowledged that they have received the
Tender Offer Memorandum and agree to be bound by the terms of the
Tender Offer and that the Offeror may enforce the terms of the
Tender Offer against such noteholders.
Affiliates of Simon Arora, previously being a director and the
Chief Executive Officer of the Offeror, and Bobby Arora, the
Offeror's Group Trading Director (and their affiliated entities,
collectively, "SSA"), collectively hold a portion of the Existing
Notes and have agreed (subject to, inter alia, receipt by the
Offeror of the sponsor confirmation that the terms of the proposed
transactions are fair and reasonable as far as shareholders of the
Offeror are concerned as required by Listing Rule 11.1.10R of the
Financial Conduct Authority (the "Listing Rules")) (i) to purchase
from the initial purchasers of the New Notes (the "Initial
Purchasers") GBP30 million in aggregate principal amount of the New
Notes in the offering of the New Notes, and the Initial Purchasers
have (subject to, inter alia, receipt by the Offeror of such
sponsor confirmation) agreed to sell GBP30 million in aggregate
principal amount of the New Notes in the offering of the New Notes
to SSA and (ii) to tender at least GBP30 million in aggregate
principal amount of the Existing Notes held by SSA in the Tender
Offer. The Offeror is under no obligation to accept for purchase
any Existing Notes tendered pursuant the Tender Offer, and the
acceptance for purchase by the Offeror of any Existing Notes
pursuant to the Tender Offer is at the sole and absolute discretion
of the Offeror. Subject to the completion of the above mentioned
intended acquisition by SSA of GBP30 million principal amount of
the New Notes, SSA have also agreed, for a period of six months
from the date of such acquisition, not to directly or indirectly
sell, contract to sell or otherwise dispose of any of the New Notes
acquired by SSA, except with the prior written consent of HSBC Bank
plc, BNP Paribas and BofA Securities Europe SA . Subject to this
transaction being completed, it will constitute a smaller related
party transaction under Listing Rule 11.1.10R.
This announcement is a summary of the Tender Offer only. It
highlights selected information contained in the Tender Offer
Memorandum and does not contain all of the information that
noteholders should consider before making a determination with
respect to the Tender Offer. The complete terms and conditions of
the Tender Offer are set forth in the Tender Offer Memorandum,
along with any amendments and supplements thereto (the "Tender
Offer Documents"), which eligible holders are urged to read
carefully before making any decision with respect to the Tender
Offer. The Offeror has retained HSBC Bank plc, BNP Paribas and BofA
Securities Europe SA (collectively, the "Dealer Managers") to act
as Dealer Managers in connection with the Tender Offer. Copies of
the Tender Offer Documents may be obtained from Kroll Issuer
Services Limited (the "Tender Agent"), by phone at +44 20 7704
0880, by email at BandM@is.kroll.com or online at
https://deals.is.kroll.com/BandM . Questions or requests for
assistance regarding the Tender Offer may also be directed to the
Dealer Managers: HSBC Bank plc, by phone at +44 20 7992 6237 or
email at LM_EMEA@hsbc.com ; BNP Paribas, by phone at +33 1 55 77 78
94 or email at liability.management@bnpparibas.com; or BofA
Securities Europe SA, by phone at +33 1 877 01057 or email at
DG.LM-EMEA@bofa.com .
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 Offeror 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 New Notes and the Tender
Offer. 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 European Union (Withdrawal) Act
2018, 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 Tender
Offer by the Offeror of the Existing 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 tender or purchase of the
Existing Notes may be subject to specific legal or regulatory
restrictions in certain jurisdictions. The Offeror 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.
The New Notes are being offered only outside 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) to non-U.S. persons in compliance with
Regulation S under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). Nothing in this announcement or in the Tender
Offer Memorandum constitutes an offer to sell or the solicitation
of an offer to buy the New Notes in the United States or any other
jurisdiction. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from
the registration requirements of, the Securities Act. The New Notes
have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the
United States.
No action has been taken in any jurisdiction, including the
United States or the UK, by the Offeror or the Dealer Managers that
would permit a public offering of the New Notes or the possession,
circulation or distribution of any material relating to the Offeror
or the New Notes in any jurisdiction where action for this purpose
is required. Accordingly, the New Notes may not be offered or sold,
directly or indirectly, and neither this announcement nor any other
offering material or advertisements in connection with the New
Notes may be distributed or published, in or from any country or
jurisdiction, except in compliance with any applicable rules and
regulations of any such country or jurisdiction. This announcement
does not constitute an offer to sell or a solicitation of an offer
to purchase New Notes in any jurisdiction where such offer or
solicitation would be unlawful. Persons into whose possession this
announcement comes are advised to inform themselves about and to
observe any restrictions relating to the offering of the New Notes,
the distribution of this announcement and resale of the New
Notes.
The New Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made
available to any retail investor (as defined above in relation to
the EEA) in the EEA. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs
Regulation") for offering or selling any in scope instrument or
otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in a
Relevant State may be unlawful under the PRIIPs Regulation.
Solely for the purposes of the product approval process of each
of the manufacturers, the target market assessment in respect of
the New Notes has led to the conclusion that: (i) the target market
for the New Notes is eligible counterparties and professional
clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the New Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the New Notes (a "distributor")
should take into consideration the manufacturers' target market
assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in
respect of the New Notes (by either adopting or refining the
manufacturers' target market assessment) and determining
appropriate distribution channels.
The New Notes are not intended to be offered, sold, distributed
or otherwise made available to and should not be offered, sold,
distributed or otherwise made available to any retail investor (as
defined above in relation to the UK) in the UK. Consequently, no
key information document required by Regulation (EU) No 1286/2014
as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the New Notes or
otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the UK
may be unlawful under the UK PRIIPs Regulation.
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offer are not being made, and such documents and/or
materials have not been approved, by an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000, as amended (the "FSMA"). Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the UK. The communication of such
documents and/or materials is exempt from the restriction on
financial promotions under section 21 of the FSMA on the basis that
it is only directed at and may only be communicated to (1) persons
who have professional experience in matters relating to
investments, being "investment professionals" as defined in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (2) persons who fall within
Article 43(2) of the Order; (3) high net worth companies, and other
persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order; or (4) any other persons to
whom these documents and/or materials may lawfully be communicated.
Any investment or investment activity to which the Tender Offer
Memorandum relates is available only to such persons or will be
engaged in only with such persons and other persons should not rely
on it.
In addition, if and to the extent that this announcement is
communicated in, or the offer of securities to which it relates is
made in any EEA member state, this announcement and the offering of
any securities described herein are only addressed to and directed
at persons in that member state of the EEA who are "qualified
investors" within the meaning of Regulation (EU) 2017/1129 (as
amended, the "EU Prospectus Regulation") (or who are other persons
to whom the offer may lawfully be addressed) and must not be acted
on or relied on by other persons in that member state of the EEA.
Any offer and sale of the Existing Notes or the New Notes will be
made pursuant to an exception under the EU Prospectus Regulation
from the requirement to produce a prospectus for offers of
securities. This announcement (nor the Tender Offer Memorandum or
the offering memorandum in relation to the New Notes) does not
constitute a prospectus within the meaning of the EU Prospectus
Regulation or an offer to the public.
If and to the extent that this announcement is communicated in,
or the offer of securities to which it relates is made in the UK,
this announcement and the offering of any securities described
herein are only addressed to and directed at persons in the UK who
are "qualified investors" within the meaning of Regulation (EU)
2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation") (or who are other persons to whom the offer may
lawfully be addressed) and must not be acted on or relied on by
other persons in the UK. Any offer and sale of the Existing Notes
or the New Notes will be made pursuant to an exception under the UK
Prospectus Regulation from the requirement to produce a prospectus
for offers of securities. This announcement (nor the Tender Offer
Memorandum or the offering memorandum in relation to the New Notes)
does not constitute a prospectus within the meaning of the UK
Prospectus Regulation or an offer to the public.
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information that should be read carefully before
any decision is made with respect to the Tender Offer. If any
eligible holder of the Existing Notes is in any doubt as to the
contents of this announcement or the Tender Offer Memorandum or the
action he or she should take, he or she is recommended to seek his
or her own financial and legal advice, including in respect of any
financial, accounting and tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser. Any individual or company whose
Existing Notes are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to tender such Existing Notes
pursuant to the Tender Offer. None of the Offeror, Dealer Managers
or Tender Agent makes any recommendation as to whether eligible
holders should tender their Existing Notes pursuant to the Tender
Offer. None of the Offeror, the Dealer Managers or the Tender Agent
(or any of their respective directors, officers, employees, agents
or affiliates) is providing any eligible holder of the Existing
Notes with any legal, business, financial investment, tax or other
advice in this announcement or the Tender Offer Documents.
Noteholders should consult with their own advisers as needed to
assist them in making an investment decision and to advise them
whether they are legally permitted to tender Existing Notes for
cash.
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell any securities. The Tender Offer
is being made only by, and pursuant to the terms of, the Tender
Offer Documents. This announcement does not constitute an
invitation to participate in the Tender Offer in or from any
jurisdiction in or from which, or to or from any person to or from
whom, it is unlawful to make such offer under applicable securities
or blue sky laws or otherwise, in particular the United States or
U.S. persons (as defined in the Securities Act), respectively. In
any jurisdiction where the laws require the Tender Offer to be made
by a licensed broker or dealer, the Tender Offer will be made by
the Dealer Managers or any of their respective affiliates on behalf
of the Offeror. The Existing Notes may not be sold or delivered,
directly or indirectly, in the United States or to, or for the
account or benefit of, any U.S. persons. No public offering of
securities is being made in the United States.
This press release does not constitute or form a part of any
offer or solicitation to sell, purchase or subscribe for securities
in the United States. The Existing Notes have not been and will not
be registered under 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. Any purported tender of the
Existing Notes resulting, directly or indirectly, from a violation
of the restrictions herein will be invalid and any purported tender
of the Existing Notes by a person located in the United States or
any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
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. The distribution of the Tender Offer
Memorandum in certain jurisdictions may be restricted by law.
Persons into whose possession the Tender Offer Memorandum comes are
required to inform themselves about, and to observe, any such
restrictions.
This announcement contains certain forward-looking statements
with respect to certain of the Offeror's current expectations and
projections about future events. These statements, which sometimes
use words such as "intends," "proposes," "expects," "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 Offeror 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.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENFIFETLRLVLIV
(END) Dow Jones Newswires
November 13, 2023 04:30 ET (09:30 GMT)
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