TIDMBME
RNS Number : 6694W
B&M European Value Retail S.A.
13 December 2023
13 December 2023
B&M European Value Retail S.A. ( the "Company")
Announcement further to recent placing by SSA Investments
S.a.r.l. ("SSA")
We refer to the attached announcement from SSA.
We have been informed that the Company's Group Trading Director,
Bobby Arora's beneficial shareholding in the Company via SSA
remains unchanged and the Placing Shares involved in the
Transaction were those held ultimately for the benefit of its
(indirect) shareholders Simon and Robin Arora and do not include
any related to its indirect shareholder Bobby Arora.
Enquiries
B&M European Value Retail S.A.
For further information please contact +44 (0) 151 728 5400
Alex Simpson, General Counsel
Media
For media please contact +44 (0) 207 379 5151
Maitland
Sam Cartwright
bmstores-maitland@maitland.co.uk
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES,
CANADA, AUSTRALIA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION
IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OR THE
SOLICITATION OF AN OFFER TO BUY IN ANY JURISDICTION, NOR SHALL
THERE BE ANY SALE, OF THE SECURITIES REFERRED TO HEREIN IN THE
UNITED STATES, CANADA, AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER
JURISDICTION IN WHICH SALES WOULD BE PROHIBITED BY APPLICABLE
LAW.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS
ANNOUNCEMENT.
13 December 2023
PLACING OF 27.8 MILLION ORDINARY SHARES IN B&M EUROPEAN
VALUE RETAIL S.A. ("B&M") BY SSA INVESTMENTS S.À R.L. ("SSA
INVESTMENTS" or "SELLER")
SSA Investments announces that it has sold an aggregate of
approximately 27.8 million ordinary shares (the "Placing Shares")
in B&M, representing approximately 2.8% of B&M's issued
ordinary share capital, at a price of 582.5 pence per share (the
"Placing") raising aggregate gross sale proceeds of GBP162.1
million.
Following settlement of the Placing, which is expected to take
place on 15 December 2023, SSA Investments will continue to hold
approximately 3.4% of B&M's ordinary shares.
Goldman Sachs International acted as Sole Global Coordinator in
connection with the Placing. Rothschild & Co has acted as the
Sole Financial Adviser to SSA Investments.
SSA Investments has undertaken that, without the prior written
consent of the Sole Global Coordinator and subject to certain
customary exceptions, it will not dispose of any further B&M
shares for a period of 180 days following completion of 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 SSA Investments S.à r.l. or any of its 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.
Members of the public are not eligible to take part in the
Placing. This Announcement and the terms and conditions set out
herein are for information purposes only and are directed at and
may only be communicated to (a) in the European Economic Area
("EEA"), persons who are "qualified investors" within the meaning
of Article 2(e) of Prospectus Regulation (Regulation (EU)
2017/1129); and (b) in the United Kingdom, at "qualified investors"
within the meaning of Article 2(e) of the UK version of Prospectus
Regulation (Regulation (EU) 2017/1129) which forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 who are
also (i) persons having professional experience in matters relating
to investments who fall within the definition of "investment
professionals" in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Order");
(ii) high net worth bodies corporate, unincorporated associations
and partnerships and trustees of high value trusts as described in
Article 49(2) of the Order; or (iii) persons to whom it may
otherwise lawfully be communicated (all such persons together being
referred to as "Relevant Persons").
Any investment or investment activity to which this Announcement
relates is only available to, and will be engaged in only with,
Relevant Persons. Persons distributing this Announcement must
satisfy themselves that is lawful to do so.
In connection with any offering of the Placing Shares, Goldman
Sachs International and any of its 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.
Goldman Sachs International ("Goldman Sachs") which is
authorised by the Prudential Regulation Authority and regulated by
the Financial Conduct Authority and the Prudential Regulation
Authority, is acting on behalf of 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. Goldman Sachs will not
regard any other person as its client in relation to the offering
of the Placing Shares.
Rothschild & Co Equity Markets Solutions Limited
("Rothschild & Co"), which is authorised and regulated by the
Financial Conduct Authority in the United Kingdom, is acting for
SSA Investments and no-one else in connection with the Placing.
Rothschild & Co will not regard any other person as its
client(s) in relation to the Placing and will not be responsible to
any person(s) other than the Seller for providing protections
afforded to clients of Rothschild & Co nor for providing
financial advice in relation to the Placing, the contents of this
announcement or any transaction, arrangement or other matter
referred to herein.
This announcement does not purport to identify or suggest the
risks (direct or indirect) which may be associated with an
investment in B&M or its shares.
This announcement includes statements that are, or may be deemed
to be, forward-looking statements. These forward-looking statements
may be identified by the use of forward-looking terminology,
including the terms "intends", "expects", "will", or "may", or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts and
include statements regarding intentions, beliefs or current
expectations. No assurances can be given that the forward-looking
statements in this announcement will be realised. As a result, no
undue reliance should be placed on these forward-looking statements
as a prediction of actual events or otherwise.
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END
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