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Result of Tender Offer

16th Sep 2025 10:58

RNS Number : 5378Z
Bidvest Group (UK) PLC (The)
16 September 2025
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

 

16 September 2025

THE BIDVEST GROUP (UK) PLC ANNOUNCES RESULTS OF OFFER TO PURCHASE ANY AND ALL OF THE OUTSTANDING 3.625% SENIOR NOTES DUE 2026

The Bidvest Group (UK) Plc (the "Offeror") hereby announces the results of the previously announced tender offer (the "Offer") to purchase for cash any and all of its outstanding 3.625% Senior Notes Due 2026 (the "Securities"), upon the terms and subject to the conditions set forth in the offer to purchase dated 8 September 2025 (the "Offer to Purchase") and the accompanying Notice of Guaranteed Delivery (together, the "Offer Documents"). The Securities are guaranteed by The Bidvest Group Limited (the "Company"). Capitalized terms used herein but not otherwise defined are as set forth in the Offer Documents.

The Offer expired at 5:00 p.m. New York City Time on 15 September 2025 (the "Expiration Deadline"). As of the Expiration Deadline, $291,736,000 of the $478,000,000 outstanding aggregate principal amount of the Securities had been validly tendered, and not validly withdrawn, pursuant to the Offer. No tender instructions were submitted for Securities pursuant to the guaranteed delivery procedures (the "Guaranteed Delivery Procedures") described in the Offer Documents.

The following table sets forth certain information relating to the results of the Offer.

Title of the Securities

CUSIP / ISIN

Principal Amount Outstanding

Aggregate Principal Amount Tendered*

Purchase Price**

3.625%

Senior

Securities due

2026

Reg S Global

Note:

ISIN:

XS2388496247/

Common Code:

238849624

144A Global

Note:

ISIN:

US88332EAA10

/ Common Code:

239014089 /

CUSIP:

88332EAA1

$478,000,000

$291,736,000

$994.50 per $1,000 principal amount of Securities

* Aggregate principal amount of Securities validly tendered, and not validly withdrawn, pursuant to the Offer as at the Expiration Deadline.

**Accrued Interest will be paid in addition to the Purchase Price.

The Offeror intends to accept for purchase all Securities validly tendered and delivered, and not validly withdrawn, pursuant to the Offer, and to pay for such Securities on the settlement date for the Offer, which is expected to be on 18 September 2025 (the "Settlement Date"). As previously announced, a purchase price of $994.50 (the "Purchase Price") will be payable per $1,000 principal amount of such Securities. In addition to the Purchase Price, the Offeror will also pay any accrued and unpaid interest on such Securities from and including the immediately preceding interest payment date, and up to but not including, the Settlement Date (the "Accrued Interest"). For the avoidance of doubt, Accrued Interest will cease to accrue on the Settlement Date.

The Offeror announced on 8 September 2025 its intention to issue and offer for sale new USD-denominated senior debt securities (the "New Notes"). The New Notes of $500,000,000 in aggregate principal amount, 6.200% Senior Notes due 2032, priced on 10 September 2025. The Offeror's obligation to accept for purchase and pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Offer is conditioned on the successful completion, on or before the Settlement Date, of the concurrent offering of New Notes or one or more other offerings of senior debt securities, in each case, on terms and subject to conditions satisfactory to the Offeror in its sole discretion (the "Financing Condition").

The Offeror's obligation to accept and pay for Securities validly tendered pursuant to the Offer, and not validly withdrawn, is subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the Financing Condition. The Offer is not conditioned on any minimum amount of Securities being tendered. Subject to applicable securities laws and the terms set out within the Offer to Purchase, the Offeror reserves the right, with respect to the Offer made by it, (i) to waive or modify in whole or in part any and all conditions of the Offer, (ii) to modify or terminate the Offer or (iii) to otherwise amend the Offer in any respect. In the event that the Offer is terminated or otherwise not completed, the Purchase Price relating to the Securities subject to such Offer will not be paid or become payable, without regard to whether Holders have validly tendered their Securities (in which case such tendered Securities will be promptly returned to the Holders).

The Tender and Information Agent for the Offer is:

Kroll Issuer Services Limited

The News Building3 London Bridge StreetLondon SE1 9SGUnited KingdomAttention: Jacek KusionTelephone: +44 20 7704 0880Email: [email protected]Website: https://deals.is.kroll.com/bidvest

The Dealer Managers for the Offer are:

Absa Bank Limited

15 Alice Lane

Sandton

2196

South Africa

Attention: Debt Capital Markets

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Attention: Liability Management Group

Merrill Lynch International

2 King Edward Street

London EC1A 1HQ

United Kingdom

Attention: Liability

Management Group

 

Telephone (South Africa):

+27 11 895 6008

 

Telephone (Europe):

+44 20 7986 8969

Telephone (U.S. Toll Free):

+1 800 558 3745

Telephone (U.S.):

+1 (212) 723 6106

Telephone (Europe):

+ 44 20 7996 5420

Telephone (U.S. Toll Free):

+1 (888) 292-0070

 

Email:

[email protected]

Email: [email protected]

Email:

[email protected]

 

None of the Dealer Managers, the Tender and Information Agent or the Trustee (or any of their respective directors, officers, employees, agents or affiliates) assumes any responsibility for the accuracy or completeness of the information concerning the Offer, the Offeror, the Company, any of their affiliates or the Securities contained in this announcement or the Offer to Purchase or for any failure by the Offeror to disclose events that may have occurred and may affect the significance or accuracy of such information. None of the Offeror, the Company, the Trustee, the Dealer Managers, the Tender and Information Agent, or any director, officer, employee or affiliate of any such person, is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offer, and accordingly none of the Dealer Managers or the Tender and Information Agent (or any of their respective directors, officers, employees or affiliates) makes, or has authorized any person to make, any representation or recommendation whatsoever regarding the Offer or any recommendation as to whether Holders should tender Securities in the Offer or otherwise participate in the Offer. Holders must make their own decision as to whether to tender any of their Securities and, if so, the principal amount of Securities to tender.

Disclaimer

This announcement must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which should be read carefully before any decision is made with respect to the Offer. If any Holder is in any doubt as to the contents of this announcement or the Offer to Purchase or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

Neither this announcement nor the Offer to Purchase constitute an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would be unlawful. Any securities (including the New Notes) which are described in this announcement have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of the United States or any state thereof or the applicable laws of any other jurisdiction. Accordingly, such securities are being offered and sold only to "qualified institutional buyers" as defined in and in accordance with Rule 144A under the Securities Act and outside the United States to non-U.S. persons in accordance with Regulation S under the Securities Act. No action has been or will be taken in any jurisdiction in relation to the securities to permit a public offering of securities.

General

The Offer, this announcement and the Offer to Purchase do not constitute an offer to buy or the solicitation of an offer to sell Securities in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.

Each Holder participating in the Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the section "Procedures for Participating in the Offer-Holder Representations, Warranties and Undertakings" of the Offer to Purchase. Any tender of Securities for purchase pursuant to the Offer from a Holder that is unable to make these representations may be rejected. Each of the Offeror, the Dealer Managers and the Tender and Information Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Securities for purchase pursuant to an Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender may be rejected.

None of the Offeror, the Company, the Dealer Managers, the Tender and Information Agent, the Trustee or any of their respective directors, officers, employees, agents or affiliates make any representation or recommendation whatsoever regarding the Offer, or any recommendation as to whether Holders should tender Securities in the Offer.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.
 
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