B&M European Value Retail SA (LON:BME) has posted to shareholders today a notice of an EGM to be held to on 03 December 2020 to amend the Company’s Articles of Association, to address changes to the regulatory regime applicable to the Company following the expiry of the transitional period in relation to UK’s exit from the EU on 31 December 2020. The Board of B&M recommends that shareholders vote in favour of all the resolutions.
A key element of this process is that the current shares in the Company will be digitalised, which means those shares in paper certificated form will be dematerialised and the share register will be replaced by the shares being registered in an account with a central securities depository. Shareholders rights and entitlements (including dividend and voting rights) will not be affected by these changes.
The other changes are to preserve as far as practicable the legal and regulatory provisions in relation to takeovers and transparency disclosures which currently apply to the Company, by including them in our Articles of Association. These provisions will continue to apply after Exit-Day without any uncertainty impacting the Company whatever the outcome of the final Brexit negotiations may be at a UK governmental level.
A summary of each of the changes are set out as follows below.
Firstly, as a result of changes to the securities settlement regime applicable to the Company as a consequence of Brexit, and to ensure that settlements in the trading in B&M’s shares continue to be made in the London market without any disruption after the Exit-Day, it will be necessary for B&M’s shares to be registered with an EU member state central securities depository (“CSD”). The Board therefore proposes that LuxCSD, the central securities depository in Luxembourg, be appointed as the relevant EU member state CSD. This will require shareholders to approve a resolution to dematerialise B&M’s shares so that they can be held in book entry form in LuxCSD. The necessary arrangements will be implemented through Euroclear Bank, acting as the account holder of B&M’s shares with LuxCSD. On the approval of the dematerialisation process the depository interests programme, which is currently in place in relation to B&M’s shares, will be substituted with a CREST depository interests (“CDI”) programme in which the shares in B&M will be held indirectly in dematerialised form, and notice to terminate the DI programme will be given by the depository to all DI holders. It is envisaged that the dematerialisation of shares will commence, following the expiry of the period specified in the notice of termination, on or about 10 December 2020. Subject to the resolutions being passed at the EGM, DI holders will not need to take any further action in relation to this process, and the Company will be writing to each holder of certificated ordinary shares with the form which they will then need to complete with their broker.
Secondly, the current shared jurisdiction of the UK Panel on Takeovers and Mergers and the Commission de Surveillance du Secteur Financier in Luxembourg in relation to any takeover offer for the Company will cease to apply to the Company after the Exit-Day. The Board therefore proposes that the Articles of Association of the Company be amended to include provisions requiring shareholders and the Company to adhere to the City Code on Takeovers and Mergers as far as practicable in relation to any bid for the Company after the Exit-Day. In relation to mandatory takeover offer, squeeze-out and sell-out thresholds they are proposed to remain the same as those which have applied to the Company since the IPO.
Thirdly, the Luxembourg law of 11 January 2008 which implemented the EU Transparency Directive 2004/109/EC will also cease to apply to the Company following the Exit-Day. The Board therefore proposes that the Articles of Association of the Company be amended to include so far as practicable similar obligations on shareholders who acquire or dispose of voting rights in B&M to those under the Luxembourg Transparency Law in relation to the disclosures of relevant interests as if such law continued to apply. The actual percentage thresholds requiring disclosure are proposed to remain the same as those which have applied to the Company since the IPO under the Luxembourg Transparency Law.
B&M has therefore posted to shareholders today a Notice of EGM. The purpose of the EGM is to propose the necessary resolutions for shareholders to approve a decision to dematerialise the shares in the Company, to make changes to the Articles of Association of the Company to implement the dematerialisation process, and to adopt the takeover, squeeze-out, sell-out and transparency provisions (each as referred to above and in the Appendix 1 to this announcement below, and set out in more detail in the Notice of EGM).
A copy of the Notice of EGM will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism. A copy of the Notice of EGM along with a copy of the Articles of Association of the Company which has been marked-up to show the proposed amendments, are available on the B&M European Value Retail website at www.bandmretail.com/investors/egm.aspx A summary form of the Notice of EGM is also set out in Appendix 1 to this announcement.
As many shareholders will not be able to attend the EGM and also in view of the Covid-19 impacts on travel, we encourage shareholders to cast their votes by proxy as soon as possible. The quorum for the EGM requires that at least 50% of the issued share capital of the Company is represented in person or by proxy. We therefore strongly encourage all our shareholders to vote. The EGM will be held at 9, Allée Scheffer, L-2520 Luxembourg on Thursday 03 December 2020, commencing at 12:00 noon (CET).