B&M European Value Retail S.A. Notice of AGM and EGM

RNS Number : 9376S

B&M European Value Retail S.A.

19 June 2024

 

 

 

 

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 [phone]

Alejandro Russo, Chief Executive Officer

Michael Schmidt, Chief Financial Officer

[e-mail]

 

Media

For media, please contact

Sam Cartwright, H-advisors, [e-mail] [phone]      

Jonathan Cook, H-advisors, [e-mail] [phone]

 

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).

 

 

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