B&M, the discount retailer, has announced plans to shift its domicile from Luxembourg, a renowned European tax haven, to Jersey after over a decade.
The London-listed firm, which operates its main headquarters in Liverpool, stated that the move would streamline its corporate and administrative structure, offering "greater flexibility for returning capital to shareholders going forward."
This will be achieved through share buybacks, and shareholders will now be able to hold their shares directly via CREST, eliminating the need for CDIs (crest depository interests), as reported by .
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B&M also confirmed that it would become fully subject to the º£½ÇÊÓÆµ takeover code as a result of the move, and dividends paid post-migration will not be subject to dividend withholding tax.
The retailer affirmed its intention to maintain its London listing and its eligibility for inclusion in the FTSE's º£½ÇÊÓÆµ Index.
B&M relocated its corporate domicile to Luxembourg in 2014 when it established B&M European Value Retail S.A. as its parent company.
The move was part of a wider strategy to simplify the company's structure and potentially attract investment, particularly from US private equity firms.
B&M has previously asserted that it doesn't gain any advantage from its Luxembourg domicile as it pays º£½ÇÊÓÆµ taxes at the full rate.
B&M hails Jersey move as boost for shareholders
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In a statement released to the London Stock Exchange, B&M announced: "The migration will entail relocating the company's domicile from Luxembourg to Jersey, such that the company will become a Jersey company pursuant to a statutory migration under applicable Luxembourg and Jersey law."
"The directors believe that there are a number of benefits that arise from the migration, including simplifying the company's corporate and administrative structure, providing greater flexibility for returning capital to shareholders going forward, including through share buybacks and by virtue of the fact that following the migration being completed, shareholders will be able to hold their shares directly through CREST and no longer in the form of CDIs."
"In addition, the company would be fully subject to the º£½ÇÊÓÆµ takeover code and would no longer need to rely on the provisions in its articles that are intended to provide a framework for the conduct of any potential takeover offer for the company."
"Furthermore, dividends paid following the migration will not be subject to dividend withholding tax."
"The company intends to retain its London listing and its eligibility for inclusion in the FTSE's º£½ÇÊÓÆµ Index and will apply for admission of the ordinary shares in B&M Jersey following completion of the migration."
Profit and share price struggles
B&M, a staple of the FTSE 250, has disclosed a dip in annual profits for the year ending 29 March, 2025, with pre-tax profit sliding to £431m from £498m reported the previous year.
The recent filings with the London Stock Exchange showed B&M's net debt swelled nearly 6% to hit £781m, and the company saw a marginal drop in its workforce, with employee numbers decreasing from 41,115 to 40,641 over the year.
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Despite these challenges, B&M did witness an uplift in group revenue, climbing from £5.3bn to £5.5bn in the same period.
In response to the unveiled figures, B&M's shares initially plummeted from 330p to a low of 255p but have experienced a modest rebound in subsequent days.
In a statement regarding the financial outcomes earlier this month, B&M reflected: "Despite operational and market challenges in FY25 the group remains well-positioned for the future by continuing to offer customers great value on best-selling products."
"The business model, focused on a disciplined approach to limited-assortment value retailing and cost control, remains robust."
"The underlying market trend towards discount retail continues, and the group's value proposition will continue to resonate with consumers navigating ongoing economic pressures."
"Initiatives are in place to address the underperformance in FMCG [fast-moving consumer goods] categories and drive average selling prices in general merchandise."
"Continued store expansion in the º£½ÇÊÓÆµ and France, supported by investments in distribution infrastructure, provides a clear path for growth."
"The group recognises that FY26 will bring retail sector-wide challenges of increased minimum wage costs, higher employee National Insurance and other taxes, and inflation on input costs."
"Work continues to reduce the impact of these pressures, through driving productivity improvements and sales volume growth."
The anticipated repercussions of these additional expenses and countermeasures are encapsulated in the present range and median of analyst consensus operating profit forecasts for FY26.
"With a robust model, clear growth pathways, and targeted strategic initiatives, the Group is strongly positioned to capitalise on market opportunities and generate significant long-term value for shareholders through disciplined growth and continued cash generation."
No golden handshake for outgoing CEO
Just prior to releasing its annual figures, B&M disclosed the appointment of former Tesco executive Tjeerd Jegen as its new CEO.
Jegen takes over from Alex Russo, who came on board in 2020 and ascended to the CEO position in 2022.
B&M made public Russo's exit in February this year, with analysts pointing to a less-than-stellar trading performance as a probable catalyst for his departure.
With over two decades of leadership experience, Jegen steps into the role with a base salary of £928,000.
He held the position of CEO at Tesco Malaysia, led Dutch value chain Hema, and was at the helm of European discount clothing brand Takko.
His most recent appointment was as CEO of Accell Group, a Dutch retailer specialising in e-bikes and bicycle parts.
However, B&M's annual report has disclosed that Russo did not receive a golden handshake upon his departure.
The report indicates that Russo's remuneration package dropped from £3.1m to £1.8m for B&M's most recent financial year.
Despite his salary rising from £832,000 to £980,500, Russo's bonus was significantly cut from £1.6m to £853,125.
Furthermore, he did not receive a long-term incentive payout, having previously been awarded £562,206 in the preceding year.