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Thursday 13 January, 2022

Goldman Sachs Intl

Proposed Secondary Placing of Ordinary Shares

RNS Number : 4039Y
Goldman Sachs International
13 January 2022
 

 

 

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 January 2022

 

 

Proposed Secondary Placing of approximately 40 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, the Arora family investment vehicle, announce today their intention to sell approximately 40 million ordinary shares (the "Placing Shares") of B&M by way of an accelerated bookbuild to institutional investors (the "Placing"). The Placing Shares represent approximately 4.0% of B&M's issued share capital.

 

The Seller currently owns directly and indirectly 109.9 million ordinary shares representing approximately 11.0% of B&M's issued share capital. Following the completion of the Placing (assuming all Placing Shares are sold), the Seller will own 69.9 million shares in B&M, representing approximately 7.0% of B&M's issued share capital.

 

Goldman Sachs International ("Goldman Sachs") is acting as Sole Bookrunner in connection with the Placing. N. M. Rothschild & Sons Limited ("Rothschild & Co") is acting as the sole financial adviser to the Seller on the Placing.

 

The price per Placing Share will be determined by way of an accelerated bookbuilding process to institutional investors. The bookbuilding period will commence today, 13 January 2022, and may close at any time on short notice. The results of the Placing, including the number of Placing Shares to be sold and the price per Placing Share, will be announced as soon as practicable after the closing of the bookbuilding process.

 

SSA Investments has undertaken that, without the prior written consent of the Bookrunner 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.

 

B&M will not receive any proceeds from the Placing.

 

Enquires:

 

Goldman Sachs International

Richard Cormack

Mark Maislish

Bertie Milward

+44 (0) 207 774 1000





 

 

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 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 International will not regard any other person as its client in relation to the offering of the Placing Shares.

 

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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