B&M European Value Retail
S.A
3, rue Gabriel Lippmann,
L-5365 Munsbach
RCS Luxembourg
B187275
(the
"Company")
19 June 2024
Annual Report & Accounts
2024, notice of Annual General Meeting and notice of Extraordinary
General Meeting
B&M European Value Retail S.A.,
the UK's leading general merchandise value retailer, announces that
it has released today:
1. The Company's Annual Report and
Financial Statements for the financial year ended March 2024
("Annual Report & Accounts 2024");
2. Notice of the Annual General
Meeting of the shareholders of the Company ("AGM"); and
3. Notice of an Extraordinary
General Meeting of the shareholders of the Company
("EGM").
The AGM and EGM will be held
on Tuesday 23 July 2024 at the
SOFITEL Luxembourg Europe, 6, rue du Fort
Niedergrünewald, L-2226
Luxembourg, with the AGM commencing at 12
noon CET and the EGM at 12:30 pm (CET).
The following documents have been
submitted to the National Storage Mechanism and will be available
shortly for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
:
a. Annual Report & Accounts
2024;
b. Notice of 2024 Annual
General Meeting;
c. Form of Proxy for the
2024 Annual General Meeting;
d. 2024 Long Term
Incentive Plan rules;
e. Notice of
Extraordinary General Meeting;
f. Form of Proxy
for the Extraordinary General Meeting.
Items a, b and c are
also available on the Company's corporate website,
under the investors section: https://www.bandmretail.com/investors/company-meetings/agm
In relation to the EGM, the
following documents are available on the
following page of the Company's corporate website:
https://www.bandmretail.com/investors/company-meetings/egm
a. Notice of
Extraordinary General Meeting;
b. Form of Proxy for the
Extraordinary General Meeting;
c. Amended Articles of
Association in redline to show the changes proposed at the
EGM.
A summary of the EGM notice with
explanatory notes is attached as an Appendix below.
Enquiries
B&M European Value Retail S.A.
For further information please
contact +44 (0) 151 728 5400
Alejandro Russo, Chief Executive
Officer
Michael Schmidt, Chief Financial
Officer
investor.relations@bandmretail.com
Media
For media, please contact
Sam Cartwright, H-advisors,
sam.cartwright@h-advisors.global
+44 (0) 7827 254 561
Jonathan Cook,
H-advisors, jonathan.cook@h-advisors.global +44
(0) 7730 777 865
About B&M European Value Retail S.A.
B&M European Value Retail S.A.
is a variety retailer with 741 stores in the UK operating
under the "B&M" brand, 335 stores under the "Heron Foods" and
"B&M Express" brands, and 124 stores in France also
operating under the "B&M" brand as at 30 March 2024. It was
admitted to the FTSE 100 index on 21 September 2020.
The B&M Group was founded in
1978 and listed on the London Stock Exchange in June 2014. For more
information, please visit www.bandmretail.com
APPENDIX
B&M European Value Retail
S.A.
Société Anonyme
Registered office: 3, rue Gabriel
Lippmann, L-5365 Munsbach
Grand-Duchy of Luxembourg
R.C.S. Luxembourg: B
187275
Summary of the notice of the
Extraordinary General Meeting of B&M European Value Retail S.A.
to be held at 12:30 pm (CET) on Tuesday 23 July 2024 at the SOFITEL
Luxembourg Europe, 6, rue du Fort
Niedregrünewald, L-2226
Luxembourg.
AGENDA
1. To authorise the Board of
Directors of the Company to issue ordinary shares on a
non-pre-emptive basis in respect of the issue for cash of shares
representing up to 10% (ten per cent) of the issued share capital
of the Company and to amend article 5.2 of the Articles of
Association of the Company accordingly (increasing the 5% threshold
currently applicable to 10%) and to acknowledge the Directors'
intention to comply with the Statement of Principles on
Dis-applying Pre-Emption Rights most recently published by the
Pre-Emption Group, to the extent practical for a Luxembourg
company.
2. In
addition to any authority granted under resolution 1, to authorise
the Board of Directors of the Company to issue ordinary shares on a
non-pre-emptive basis in respect of the issue for cash of shares
representing up to a further 10% (ten per cent) of the issued share
capital of the Company to be used for the purposes of financing a
transaction (or refinancing such a transaction within twelve months
of the original transaction) which the Directors determine to be an
acquisition or other capital investment of a kind contemplated by
the Statement of Principles on Dis-applying Pre-Emption Rights most
recently published by the Pre-Emption Group and to amend article
5.2 of the Articles accordingly (increasing
the 5% threshold currently applicable to 10%).
3. Further to the dematerialisation
of all the shares in the Company, to replace articles 6.1.1 and
6.1.2 by a single article 6.1.1 which shall read as
follows:
"All the shares of the Company are
in dematerialised form and all new shares shall be issued in
dematerialised form in accordance with article 430-7 of the
1915 Law and the Luxembourg law on dematerialised securities of 6
April 2013 (the "2013
Law")."
4. To remove references to the
voluntary conversion of registered shares into dematerialised form,
to registered shares and to the share register or register of
shareholders of the Company in the Articles
(a) by removing articles 6.2, 6.4,
6.5.1, the second paragraph of article 6.6, articles 9.2 and
24.3.5;
(b) under the first paragraph of
article 6.6, by removing the words from "either" to "or (ii)"
included;
(c) under article 9.1 by removing
the words "whose name first stands in the share register
or".
5. To move the provisions of article
9.2 under article 5.1 of the Articles, as a new paragraph before
the (current) penultimate paragraph.
6. To amend articles 10.1 and 10.4
of the Articles by removing all references to Arora Family's rights
to propose candidates to the board of directors of the Company and
the related definitions.
7. To amend article 11.1 a) by
increasing the cap of the aggregate amount of fees payable to
Non-Executive Directors of the Company from GBP 1,000,000 to GBP
1,500,000.
8. To remove all references to the
statutory auditor in the Articles.
9. To remove article 24.3.4 from the
Articles and the requirement to convene shareholders, board members
and the independent auditor(s) to general meetings by
letter.
10. To renumber the Articles of
association whenever required by the changes approved by this
extraordinary general meeting and to update all cross-references in
the Articles consistently.
EXPLANATION OF BUSINESS TO BE CONSIDERED AT THE
EGM
Extraordinary resolutions 1 and 2
Article 5.2 of the Articles of
Association of the Company provides the Directors with authority,
within the framework of the Company's authorised share capital, to
dis-apply pre-emption rights
(i) for the issue for cash of shares
representing up to a maximum of 5% (five per cent) of the issued
share capital of the Company in any one (1) year;
(ii) for the issue for cash of
shares representing up to an additional 5% (five per cent) of the
issued share capital of the Company in any one (1) year provided
this is used only for financing (or refinancing within six months
thereafter) an acquisition or other capital investment as
contemplated by the Statement of Principles on Dis-applying
Pre-emption Rights of the Pre-Emption Group ("Statement of
Principles");
(iii) to deal with fractional
entitlements on otherwise pre-emptive issues of shares,
and
(iv) in connection with employee
share options.
In the Statement of Principles most
recently published by the Pre-Emption Group of the Financial
Reporting Council (November 2022), the 5% (five per cent)
threshold referred to under (i) and (ii) above was raised up to 10%
(ten per cent) and the special authority to dis-apply pre-emption
rights in relation to the issue for cash of shares for investments
purposes can be used within 12 months of the acquisition or
investment having taken place.
Resolutions 1 and 2 propose to
reflect those changes in the relevant provisions of article 5.2 of
the Articles of Association of the Company to ensure that the
Directors have flexibility in managing the Company's capital in the
best interests of both the Company and
shareholders.
Extraordinary resolutions 3 and 4
On 3 December 2020, the shareholders
of the Company approved the compulsory conversion of all the shares
of the Company, previously in registered form, into dematerialised
form. The dematerialisation has been carried out in accordance with
the provisions of the Luxembourg Law of 6 April 2013 on the
dematerialisation of securities and the Articles have been amended
accordingly.
In accordance with Luxembourg law on
the dematerialisation of securities, that compulsory
dematerialisation could not be effective earlier than within three
(3) months as from shareholders' approval.
For efficiency, alongside with the
compulsory dematerialisation of the shares, shareholders approved
and were given the possibility to convert their registered shares
into dematerialised form on a voluntary basis (the "voluntary
dematerialisation") before that three (3) month
deadline.
The deadline for the compulsory
dematerialisation of the shares was on 8 March 2023 and all the
shares of the company are now in dematerialised form.
Consequently, it is proposed to
update the Articles by removing (i) all provisions relating to the
voluntary conversion of registered shares into dematerialised
shares and (ii) all references to registered shares, share register
or register of shareholders where they are no more relevant or
became obsolete.
Extraordinary Resolution 5
This resolution serves for a minor
drafting tidy-up in the Articles: the provisions of article 9.2
relate to entitlement to fractions of shares as a result of
consolidation, division or sub-division of shares and it is
proposed to move them as they are under article 5.1 which states as
a principle that shares cannot be divided into
fractions.
Extraordinary Resolution 6
The provisions relating to the
rights of SSA Investments S.à r.l. to put forward candidates to the
Board of directors of the Company are no more enforceable and
resolution 6 therefore proposes to remove those provisions from the
Articles.
Extraordinary Resolution 7
It is proposed to increase the
maximum aggregate amount of Director fees payable per annum from
GBP £1,000,000 to GBP £ 1,500,000 to provide sufficient headroom in
the future.
Extraordinary Resolution 8
Under Luxembourg law, next to the
board of directors in charge of the management, a second corporate
body has oversight of the company incorporated as a société anonyme and audit its annual
accounts: the statutory auditor, appointed by the general meeting
of the shareholders.
However, an independent auditor
(réviseurs d'entreprises
agréé) is appointed instead when certain thresholds are met
as at the end of any financial year and for two consecutive
financial years.
Since its incorporation, the Company
has met all the requirements for an independent auditor to be
appointed and operated as such. The articles are being updated to
remove change all references to the statutory auditor(s) under the
Articles and reflect the current regime of the Company.
Extraordinary Resolution 9
In principle, according to
Luxembourg law on commercial companies, general meetings of public
limited liabilities companies (société anonyme) are convened by way
of publications in Newspapers and the Luxembourg Gazette
(Recueil Electronique des
Sociétés et Associations, RESA).
In addition, the Law of 24 May 2011
on certain rights of shareholders at general meetings of listed
companies provides that any notice convening a general meeting
shall be released on the company's corporate website and sent to
registered shareholders, Directors and Auditors by post mail. That
same law allows the company to agree with Directors and Auditors
the use of other means of communication of notices convening
general meetings.
All the shares of the Company being
now in dematerialised form, there is no legal requirement to
convene shareholders meetings by letter and article 24.3.3 is being
amended accordingly.
Extraordinary Resolution 10
Some of the resolutions proposed to
shareholders will, if approved, require the articles to be
renumbered and resolution 11 is proposed to achieve that
purpose.
NOTES
Quorum and voting
AGM
The quorum for the AGM is at least
one shareholder present in person or represented by proxy. Each
holder of ordinary shares has one vote in respect of each ordinary
share held, save when voting rights are suspended.
Resolutions will be passed if
approved by a simple majority of the votes cast, regardless of the
proportion of the issued share capital represented by shareholders
at the meeting.
EGM
The quorum for the EGM is
shareholders present or represented by proxy holding at least half
of the issued share capital of the Company.
If this quorum condition is not met,
a second EGM can be convened with the same agenda and at that
second meeting, the quorum is at least one shareholder present in
person or represented by proxy.
Each holder of ordinary shares has
one vote in respect of each ordinary share held, save when voting
rights are suspended.
Resolutions will be passed if
approved by at least two thirds of the votes cast.
Total voting rights
As at 18 June 2024 (being the last
business day prior to the publication of the notices of AGM and
EGM) the Company's issued share capital consists of 1,002,790,896
(one billion two million seven hundred and ninety thousand eight
hundred and ninety-six) ordinary shares, carrying one vote each.
The Company holds no treasury shares, but the voting rights
attached to 11,459 (eleven thousand four hundred and fifty-nine)
shares are suspended and therefore the total voting rights in the
Company as at 18 June 2024 is 1,002,779,437 (one billion two
million seven hundred and seventy-nine thousand four hundred and
thirty-seven).