Pricing of Senior Secured Notes Offering

RNS Number : 2420V

B&M European Value Retail S.A.

26 January 2017

 

26 January 2017

B&M European Value Retail S.A.

Pricing of £250 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OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF B&M EUROPEAN RETAIL VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE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 £250 million aggregate principal amount of 4.125% senior secured notes due 2022 (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 £150 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 pay fees and expenses associated with the refinancing, including the offering of the Notes, and for general corporate purposes.

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 2 February 2017, 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 [phone] Ext 5766

Simon Arora, Chief Executive

Paul McDonald, Chief Financial Officer

Steve Webb, Investor relations Director

[e-mail]

Media

For media please contact [phone]

Maitland  

Robbie Hynes

[e-mail]

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 Directive 2003/71/EC of the European Parliament ant the Council of November 4, 2003 as implemented in each member State of the European Economic Area and amendments thereto, including Directive 2010/73/EU (the "Prospectus Directive").

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 which have implemented the Prospectus Directive, 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(2) of the Prospectus Directive.

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 Section 21(1) of the Financial Services and Markets Act 2000. 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 Section 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 this communication 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 the Financial Services and Markets Act 2000.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful. There will be no public offering of the notes. The notes are being offered only to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933 (the "Securities Act") and outside the United States pursuant to Regulation S under the Securities Act. The 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 or to, or for the account or benefit of, U.S. persons, as such term is defined in Regulation S under the Securities Act ("Regulation S"), 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 in the United States, Australia, Canada or Japan.

 

END

 

 

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