Casino Group: Availability of the prospectus
Not for publication, release, or distribution
directly or indirectly in the United States, Canada, Australia or
Japan.This press release is not an advertisement nor a prospectus
within the meaning of Regulation (EU) 2017/1129
Launch of the transactions involving
Casino's share capital provided for in Casino's Accelerated
Safeguard Plan
Availability of the
prospectus
Paris, 12 March 2024
Casino, Guichard-Perrachon
("Casino") announces the approval today by the AMF
(as this term is defined below) of the prospectus relating to the
transactions involving Casino's share capital provided for in the
Accelerated Safeguard Plan (as this term is defined below) under
number 24-068 dated 12 March 2024, namely:
- the issue and
listing on Euronext Paris of a maximum of 9,112,583,488 New Shares
issued as part of a share capital increase with waiver of the
shareholders' preferential subscription rights to the benefit of
the Secured Creditors (as the equivalent French term is defined in
the French version of the Accelerated Safeguard Plan) or, as the
case may be, their respective Affiliate(s) (as the equivalent
French term is defined in the French version of the Accelerated
Safeguard Plan), which amounts to a maximum nominal value of
91,125,834.88 euros, to be subscribed by offsetting its amount
against the Residual Secured Claims (as the equivalent French term
is defined in the French version of the Accelerated Safeguard Plan)
(the "Share Capital Increase Reserved for Secured
Creditors");
- the issue and
listing on Euronext Paris (as this term is defined below) of a
maximum of 706,989,066 New Shares (as this term is defined below),
each with Warrant #3 (as this term is defined below) attached
issued as part of a share capital increase with waiver of the
shareholders' preferential subscription rights to the benefit of
the Unsecured Creditors (as the equivalent French term is defined
in the French version of the Accelerated Safeguard Plan) or, where
applicable, their respective Affiliate(s), which amounts to a
maximum nominal value of 7,069,890.66 euros, to be subscribed by
offsetting its amount of the Unsecured Claims (as the equivalent
French term is defined in the French version of the Accelerated
Safeguard Plan), to which a Warrant #3 is attached (the
"Share Capital Increase Reserved for Unsecured
Creditors");
- the issue and
listing on Euronext Paris of a maximum of 146,421,410 New Shares
issued as part of a share capital increase with waiver of the
shareholders' preferential subscription rights to the benefit of
the Perpetual Creditors (as the equivalent French term is defined
in the French version of the Accelerated Safeguard Plan) or, as the
case may be, their respective Affiliate(s), which amounts to a
maximum nominal value of 1,464,214.10 euros, to be subscribed by
offsetting its amount against the Perpetual Claims (as the
equivalent French term is defined in the French version of the
Accelerated Safeguard Plan) (the "Share Capital Increase
Reserved for Perpetual Creditors");
- the issue and
listing on Euronext Paris of 21,264,367,816 New Shares issued as
part of a share capital increase with waiver of the shareholders'
preferential subscription rights to the benefit of France Retail
Holdings (this term having the meaning attributed to the term
“Consortium SPV” in the French version of the Accelerated Safeguard
Plan), of a gross amount, including share premium, of nine hundred
and twenty-five million euros (€ 925,000,000), to be subscribed in
full and in cash, at a subscription price (share premium included)
of 0.0435 euro per New Share (the "Share Capital Increase
Reserved for the Consortium SPV");
- the issue and
listing on Euronext Paris of a maximum of 5,965,292,841 New Shares
issued as part of a share capital increase with waiver of the
shareholders' preferential subscription rights to the benefit of
the Secured Creditors, the Unsecured Creditors and the Perpetual
Creditors who have undertaken to participate in the Backstopped
Share Capital Increase in accordance with the Lock-up Agreement (as
the equivalent French term is defined in the French version of the
Accelerated Safeguard Plan) and the Backstop Group (as the
equivalent French term is defined in the French version of the
Accelerated Safeguard Plan) or, as the case may be, their
respective Affiliate(s), for a maximum gross amount, including
share premium, of 274,999,999.97 euros, at a subscription price
(share premium included) of 0.0461 euro per New Share, to be
subscribed in full and in cash (the "Backstopped Share
Capital Increase" and together with the Share Capital
Increase Reserved for Secured Creditors, the Share Capital Increase
Reserved for Unsecured Creditors, the Share Capital Increase
Reserved for Perpetual Creditors and the Share Capital Increase
Reserved for the Consortium SPV, the "Reserved Share
Capital Increases");
- the issue of a
maximum of 2,275,702,846 New Shares, to be issued on exercise of a
maximum of 2,275,702,846 warrants at an exercise price of one euro
cent (€0.01) giving the right to subscribe to one (1) New Share per
warrant, each issued and freely allocated by Casino with waiver of
the shareholders’ preferential subscription rights to the benefit
of the Backstop Group and the Secured Creditors who have
participated in the Backstopped Share Capital Increase under the
conditions set out in the Lock-up Agreement (the "Warrants
Additional Shares");
- the issue and
listing on Euronext Paris of a maximum of 2,111,688,580 warrants at
an initial exercise price of 0.0461 euro, giving the right to
subscribe to one (1) New Share per warrant, issued and freely
allocated by Casino with waiver of the shareholders’ preferential
subscription rights to the benefit of France Retail Holdings and
the Backstop Group or, as the case may be, the Backstop Group’s
respective Affiliate(s) (the “Warrants #1”), and
the admission to trading on Euronext Paris of a maximum number of
2,111,688,580 New Shares to be issued on exercise of Warrants
#1;
- the issue of a
maximum number of 542,299,348 New Shares, to be issued on exercise
of a maximum of 542,299,348 warrants at an exercise price of
0.0000922 euro each, giving the right to subscribe to one (1) New
Share per warrant, issued and freely allocated by Casino with
waiver of the shareholders’ preferential subscription rights to the
benefit of the Initial Backstop Group (as the equivalent French
term is defined in the French version of the Accelerated Safeguard
Plan) or, as the case may be, the Initial Backstop Group’s
respective Affiliate(s) (the “Warrants #2”);
and
- the detachment
of a maximum of 706,989,066 warrants at an exercise price per share
equal to 0.1688 euro per share, giving the right to subscribe to
total maximum number of 1,082,917,221 New Shares, initially
attached to the ordinary shares issued under the Share Capital
Increase Reserved for Unsecured Creditors, to the benefit of the
Unsecured Creditors or, as the case may be, their respective
Affiliate(s) (the “Warrants #3” and, together with
the Warrants Additional Shares, the Warrants #1 and the Warrants
#2, the " Warrants") (together with the new shares
issued under the Reserved Share Capital Increases, and on exercise
of the Warrants, the "New Shares"), (in each case,
with respect to the Warrants, without prejudice to adjustments in
accordance with the law and their terms and conditions), the
admission of said Warrants #3 on Euronext Paris, and the admission
on Euronext Paris of a maximum number of 1,082,917,221 New Shares,
which may be issued upon exercise of the Warrants #3.
The Reserved Share Capital Increases and
Warrants issues are being carried out under the accelerated
safeguard proceedings (procédure de sauvegarde accélérée) opened to
the benefit of Casino by a judgment of the Paris Commercial Court
(Tribunal de commerce de Paris) dated 25 October 2023 (the
"Accelerated Safeguard Proceedings"), extended by
a judgment dated 11 December 2023, for a further two months, from
25 December 2023 to 25 February 2024. It is reminded that:
- on 20
December 2023, the court-appointed administrators (administrateurs
judiciaires), appointed by the Paris Commercial Court (Tribunal de
commerce de Paris), convened the meetings of the classes of
affected parties by Casino's proposed accelerated safeguard plan
(including the shareholders' class of affected parties) (the
"Accelerated Safeguard Plan") to vote on the
Accelerated Safeguard Plan (including the aforementioned share
capital increases), on 11 January 2024; and
- in
accordance with the provisions of Article L. 626-30-2 of the French
Commercial Code, the proposed Accelerated Safeguard Plan has been
subject to approval by a two-thirds majority of the votes cast by
the shareholders’ class of affected parties.
The approval of the Accelerated Safeguard Plan
by the class of shareholders of Casino, meeting as a class of
affected parties on 11 January 2024, entailed approval by the class
of shareholders of all the resolutions included in the appendix of
the Accelerated Safeguard Plan, delegating powers to Casino’s Board
of Directors for the purposes, in particular, of carrying out the
aforementioned share capital increases and Warrants issues. The
Accelerated Safeguard Plan was approved by the Paris Commercial
Court (Tribunal de commerce de Paris) on 26 February 2024.
Reminder of the share capital increases
provided for in the Accelerated Safeguard Plan
The Accelerated Safeguard Plan provides for the
implementation of the Reserved Share Capital Increases and Warrants
issues. The Reserved Share Capital Increases and the issue and
allocation of Warrants form an indivisible whole, are
interdependent and will be carried out concomitantly.
All the above nominal values and amounts have
been calculated taking into account the prior completion of the
share capital reduction motivated by losses (by reducing the
nominal value of Casino’s shares from 1.53 euro to 0.01 euro per
share), the completion of which was recorded by the Board of
Directors on 11 March 2024, it being specified that, where the
number of New Shares and/or Warrants allocated in accordance with
the Accelerated Safeguard Plan is not a whole number, Casino shall
round down the number of New Shares and/or Warrants to be issued to
the beneficiary concerned to the nearest whole number of New Shares
and/or Warrants.
Following the simultaneous completion of all
Reserved Share Capital Increases and the issue and allocation of
Warrants provided for in the Accelerated Safeguard Plan:
(i) Casino's share capital will
be consolidated in such a way that one hundred (100) ordinary
Shares with a nominal value of one euro cent (€ 0.01) each will be
exchanged for one (1) new share with a nominal value of one euro (€
1.00) each, and then, once the Reverse Share Split has been
completed,
(ii) Casino's share capital
will be reduced, by reducing the nominal value of the Shares from
one euro (€ 1.00) to one euro cent (€ 0.01) per share.
Before completion of the Reserved Share Capital
Increases and the issue and allocation of the Warrants, Casino's
share capital amounted to €1,084,262.30 divided into 108,426,230
ordinary shares with a par value of €0.01 each.
Indicative breakdown of Casino's share capital
and voting rights following the financial restructuring of Casino
(on a fully diluted basis):
Holder |
Share capital |
Theoretical voting rights |
Number |
% |
Number |
% |
Existing shareholders |
108,426,230 |
0.3% |
155,490,741 |
0.4% |
Including Groupe Rallye (including Fiducie Rallye / Equitis
Gestion: 1,032,988 shares) |
45,023,620 |
0.1% |
89,013,622 |
0.2% |
Including Vesa Equity Investment (investment holding of Daniel
Kretinsky) |
10,911,354 |
0.0% |
10,911,354 |
0.0% |
Including Fimalac Group (Marc de Lacharrière Fimalac / Fimalac
Developpement / Gesparfo) |
13,062,408 |
0.0% |
13,062,408 |
0.0% |
Including Casino’s employees benefiting from company savings
plan |
1,234,469 |
0.0% |
2,281,538 |
0.0% |
Including Treasury Shares (auto-détention et auto-contrôle) |
809,150 |
0.0% |
809,150 |
0.0% |
Including Public |
37,385,229 |
0.1% |
39,412,669 |
0.1% |
Consortium |
22,591,361,781 |
52.2% |
22,591,361,781 |
52.1% |
Including Share Capital Increased Reserved to the Consortium
SPV |
21,264,367,816 |
49.1% |
21,264,367,816 |
49.0% |
Including Warrants #1 |
1,055,844,290 |
2.4% |
1,055,844,290 |
2.4% |
Including Warrants #2 |
271,149,674 |
0.6% |
271,149,674 |
0.6% |
Participants Backstop Share Capital Increase |
5,965,292,841 |
13.8% |
5,965,292,841 |
13.8% |
Participants Share Capital Increase Reserved for Secured
Creditors |
9,112,583,488 |
21.0% |
9,112,583,488 |
21.0% |
Participants Share Capital Increase Reserved for Unsecured
Creditors |
1,789,906,287 |
4.1% |
1,789,906,287 |
4.1% |
Including Warrants #3 |
1,082,917,221 |
2.5% |
1,082,917,221 |
2.5% |
Perpetual Creditors equitized |
146,421,410 |
0.3% |
146,421,410 |
0.3% |
Warrants #1 (excluding Consortium) |
1,055,844,290 |
2.4% |
1,055,844,290 |
2.4% |
Warrants #2 (excluding Consortium) |
271,149,674 |
0.6% |
271,149,674 |
0.6% |
Warrants Additional Shares |
2,275,702,846 |
5.3% |
2,275,702,846 |
5.2% |
Total |
43,316,688,847 |
100.0% |
43,363,753,358 |
100.0% |
Expert statement
Casino has voluntarily appointed Sorgem
Evaluation, located at 11 rue Leroux, 75116 Paris, and represented
by Mr. Maurice Nussenbaum, as an independent expert, in accordance
with article 261-3 of the general regulations of the French
Autorité des Marchés Financiers ("AMF"), to assess
the fairness of the terms and conditions of Casino's restructuring
from the perspective of existing shareholders. The conclusion of
this opinion is as follows: "Under these conditions, we are of the
opinion that the financial terms and conditions of the proposed
restructuring plan are fair to CASINO's current shareholders".
Main characteristics of the Reserved
Share Capital Increases and Warrants issues
Reserved Share Capital Increases
The Reserved Share Capital Increases will be
carried out by waiving shareholders' preferential subscription
rights in favor of the beneficiaries mentioned on the first page of
this press release.
The Share Capital Increase Reserved for Secured
Creditors will be carried out by offsetting against the Residual
Secured Claims held by them on the date falling ten (10) trading
days prior to the expected settlement-delivery date of the Share
Capital Increase Reserved for Secured Creditors, the Capital
Increase Reserved for Unsecured Creditors and the Capital Increase
Reserved for Perpetual Creditors, i.e. 13 March 2024 (the
"Reference Date"), by issuing a maximum number of
9.112,583,488 New Shares, for a subscription price per New Share
equal to 0.1688 euro.
The Share Capital Increase Reserved for
Unsecured Creditors will be carried out by offsetting against
Unsecured Claims held by them on Reference Date, through the issue
of a maximum number of 706,989,066 New Shares, to each of which is
attached a Warrant #3, for a subscription price per New Share equal
to 3.2326 euro.
The Share Capital Increase Reserved for
Perpetual Creditors will be carried out by offsetting against the
Perpetual Claims held by them on Reference Date, by issuing a
maximum number of 146,421,410 New Shares at a subscription price
per New Share equal to 9.4567 euros.
The Share Capital Increase Reserved for the
Consortium SPV will be carried out exclusively in cash, through the
issue of 21,264,367,816 New Shares at a subscription price per New
Share equal to 0.0435 euro.
The Backstopped Share Capital Increase will be
carried out exclusively in cash, through the issue of a maximum of
5,965,292,841 New Shares at a subscription price per New Share
equal to 0.0461 euro.
According to the indicative timetable,
settlement and delivery of the New Shares resulting from the
Reserved Share Capital Increases will take place on 27 March 2024,
as will their admission to trading on the regulated market of
Euronext Paris ("Euronext Paris").
Warrants
The Warrants will be issued by waiving
shareholders' preferential subscription rights in favor of the
beneficiaries mentioned page 2 of this press release.
A maximum of 2,275,702,846 Warrants Additional
Shares will be issued, and the exercise of one Warrant Additional
Shares will give the right to the allocation of one New Share for
an exercise price equal to the nominal value of the Shares, i.e.
0.01 euro per share, paid up in full by Casino by deduction from
Casino's available reserves or premiums. The Warrants Additional
Shares will be freely negotiable and will be admitted to trading on
Euroclear France, but will not be admitted to trading on Euronext
Paris.
A maximum of 2,111,688. 580 Warrants #1 will be
issued and the exercise of one Warrant #1 will entitle its holder
to the allocation of one New Share at a price equal to €0.0461 per
Warrant #1 (the "Initial Price") plus an amount
equal to 12% of the Initial Price (plus, if applicable, the amount
capitalized annually at this 12% rate) per year, from the date of
issue of the Warrants #1, increased on a daily basis (based on the
exact number of days elapsed since the issue date of the Warrants
#1 or the last anniversary date of the issue date of the Warrants
#1, as the case may be, and over a 360-day year) but capitalized
only on each anniversary date of the issue date of the Warrants #1,
as determined on the relevant exercise date of the Warrants #1
(irrespective of the price of the ordinary share), paid up in cash
exclusively. The Warrants #1 will be admitted to trading on
Euronext Paris from the date of issue. The Warrants #1 will be
freely negotiable.
A maximum of 542,299,348 Warrants #2 will be
issued, and the exercise of one Warrant #2 will give entitlement to
the allocation of one New Share, at an exercise price of 0.0000922
euro, paid up in full in cash (or, where applicable, by deduction
from reserves). It is expected that the Warrants #2 will be freely
negotiable and will be admitted to trading on Euroclear France, but
will not be admitted to trading on Euronext Paris.
A maximum of 706,989,066 Warrants #3 will be
issued, and the exercise of one Warrant #3 will give entitlement to
the allocation of a maximum of 1,082,917,221 New Shares, at an
exercise price equal to 0.1688 euro per share, shareholders being
personally responsible for any fractional shares, paid up in full
on subscription in cash only. Warrants #3 will be freely negotiable
from the date of detachment.
Indicative timetable
Reserved Share Capital Increases
According to the indicative timetable, the
subscription period for the New Shares under the Backstopped Share
Capital Increase is expected to be open to the beneficiaries of the
Backstopped Share Capital Increase for a period of four trading
days from 14 March 2024 to 19 March 2024 (it being specified that,
according to the indicative timetable, the Backstop Group1 will
have to subscribe, with respect to the undertaking to guarantee the
subscription of the Company’s New Shares issued in connection with
the Backstopped Share Capital Increase in accordance with the
Lock-up Agreement (the "Backstop Undertaking"), no
later than 22 March 2024 to any share which would not have been
subscribed in the aforementioned schedule by the beneficiaries of
the Backstopped Share Capital Increase who had committed to
it).
According to the indicative timetable, the New
Shares issued under the Reserved Share Capital Increases will be
admitted to trading on Euronext Paris as from their issue date,
i.e. 27 March 2024.
Warrants
According to the indicative timetable, it is
planned (i) that the Warrants Additional Shares, the Warrants #1,
Warrants #2 and Warrants #3 will be issued on 27 March 2024 and
(ii) that the Warrants #1 and the Warrants #3 will be admitted
to trading on Euronext Paris as from 27 March 2024.
Use of proceeds of the
issues
The funds raised in cash within the framework of
(i) the Share Capital Increase Reserved for the Consortium SPV, for
a gross amount of €925,000,000 (including issue premium), which
will be subscribed in full by way of a cash payment, and (ii) the
Backstopped Share Capital Increase for a maximum gross amount of
€274,999,999.97 (including issue premium), which will be subscribed
in full by way of a cash payment, will be used as follows:
- firstly, and up
to an amount of 300 million euros, to the repayment of the public
liabilities:
- secondly, and up
to an amount of around 260 million euros, to the full repayment of
the Regera bonds, the repayment of other borrowings and financial
debts and the payment in cash of accrued interests and commissions
(other than those to be converted into equity in connection with
the Reserved Share Capital Increases): and
- the balance
being retained by Casino to meet (x) its financial requirements
(including the payment of fees and costs related to the
restructuring, in particular, underwriting due to the creditors
adhering to the Lock-up Agreement payable on the effective
restructuring date) (y) any timing differences in the redeployment
of Casino Group.
Guarantee/underwriting
commitments
The Reserved Capital Increases and Warrants
issues are not underwritten nor guaranteed by a syndicate of
banks.
In the event of failure by one or more of the
beneficiaries of the Backstopped Share Capital Increase to
subscribe to the New Shares issued under the Backstopped Share
Capital Increase, the Backstop Group (or, as the case may be, their
respective Affiliate(s)) will subscribe in place of the defaulting
beneficiary (each member in proportion to its undertaking to
subscribe to the Backstopped Share Capital Increase, it being
specified that the amount of the undertaking to repurchase the
Shares of the Secured Creditors under the Repurchase of the Secured
Claims (as this term is defined in the Accelerated Safeguard Plan)
mechanism will, where applicable, be reduced proportionally).
Dilution
The implementation of the Reserved Share Capital
Increases provided for in the Accelerated Safeguard Plan will
result in massive dilution for existing Casino shareholders.
As an indication, an existing Casino shareholder
holding 1% of Casino's share capital prior to the completion of the
Reserved Share Capital Increases would see his shareholding
decrease (on a diluted basis), post completion of the Reserved
Share Capital Increases provided for in the Accelerated Safeguard
Plan, to 0.003% of Casino's share capital and 0.003% post exercise
of all the Warrants.
Gouvernance de Casino
post-restructuration
As from the completion of the capital
transactions provided for by the Accelerated Safeguard Plan (other
than the reverse share split and the second share capital reduction
of Casino, Casino’s articles of association will be amended in
order to modify the period required for the allocation of double
voting rights granted by Casino to its shareholders, in accordance
with the provisions of Article L. 225-123 of the French Commercial
Code, from four (4) years to two (2) years, in accordance with the
fifteenth resolution of the meeting of the shareholders’ class of
affected parties on 11 January 2024.
The completion of Casino’s financial
restructuring will result in a change of control of the Group to
the benefit of France Retail Holdings S.à.r.l. (an entity
ultimately controlled by Mr.Mr. Daniel Křetínský).
On completion of Casino’s financial
restructuring, Mr.Jean-Charles Naouri will resign from all his
functions with immediate effect; as well as all members of the
board of directors of Casino, with the exception of Ms Nathalie
Andrieux.
The new board of directors of Casino will be
composed as follows:
- Mr.Laurent
Pietraszewski: President of the board of directors;
- Mr.Philippe
Palazzi: director and managing director;
- Ms Elisabeth
Sandager, Ms Athina Onassis, Mr.Pascal Clouzard and Mr.Branislav
Miškovič: directors; and
- Mr.Thomas
Piquemal, Mr.Thomas Doerane and Mr. Martin Plavec: censors.
- Ms Elisabeth
Sandager, Ms Athina Onassis, Ms Nathalie Andrieux as well as
Mr.Laurent Pietraszewski and Mr.Pascal Clouzard will be independent
members of the board of directors.
In accordance with Casino's bylaws, a proposal
will be made to Casino's next annual general meeting to ratify
these appointments, which will be made on a provisional basis by
co-optation, in accordance with Casino's bylaws.
Casino will refer to the recommendations of the
AFEP-MEDEF Code, it being specified that that the composition and
powers of the audit committee in charge of remunerations and
nominations will comply with the recommendations of the said
code.
Finally, Casino will remain listed on Euronext
Paris.
Prospectus availability
The prospectus approved by the AMF under number
24-068 dated 12 March 2024 (the "Prospectus"),
consisting of (i) Casino's 2023 universal registration document
filed with the AMF on 12 March 2024 under number D.24-0095 (the
"Universal Registration Document" or
"URD"), (ii) a securities note dated 12 March 2024
(the "Securities Note") and (iii) a summary of the
Prospectus (the "Summary", included in the
Securities Note and attached hereto) is available on the AMF
website (www. amf-france.org) and Casino's website
(https://www.groupe-casino.fr/en/). Copies of the Prospectus are
available free of charge from Casino's head office (1, Cours
Antoine Guichard CS 50306 42008 Saint-Etienne).
Potential investors are advised to read the
Prospectus before making an investment decision in order to fully
understand the potential risks and rewards associated with the
decision to invest in the new shares issued by Casino. Approval of
the Prospectus by the AMF should not be construed as a favorable
opinion on the new shares issued by Casino offered or admitted to
trading on a regulated market.
Risk factors
Investors are invited to carefully consider the
risk factors relating to Casino described in chapter 4 "Risks and
Controls" of the URD and the risk factors relating to the
transaction or the financial securities mentioned in section 2
"Risk Factors" of the Securities Note, in particular risk factor
2.1.1 relating to the dilution resulting from the Reserved Share
Capital Increases and Warrants issues.
This press release has been prepared for
information purposes only and should not be construed as a
solicitation or offer to buy or sell any securities or related
financial instruments. Similarly, it does not constitute and should
not be treated as investment advice. It has no regard to the
investment objectives, financial situation or particular needs of
any Receiver. No representation or warranty, express or implied, is
made as to the accuracy, completeness or reliability of the
information contained herein. It should not be considered by
recipients as a substitute for the exercise of their own judgment.
All opinions expressed in this document are subject to change
without notice.
The distribution of this press release may, in
certain countries, be subject to specific regulations. Persons in
possession of this document are required to inform themselves of
and to observe any such local restrictions.
This press release does not constitute an
advertisement nor a prospectus within the meaning of Regulation
(EU) 2017/1129 of the European Parliament and of the Council of
June 14, 2017 (as amended, the "Prospectus
Regulation"). Potential investors are advised to read the
Prospectus before making an investment decision in order to fully
understand the potential risks and benefits associated with the
decision to invest in the securities. Approval of the Prospectus by
the AMF should not be construed as a favorable opinion on the
securities offered or admitted to trading on a regulated
market.
Restrictions concerning member states of the
European Economic Area (other than France)
With respect to Member States of the European
Economic Area other than France (the "Member
States"), no action has been or will be taken to permit a
public offering of the New Shares or Warrants that would require
the publication of a prospectus in any of these Member States.
Consequently, the New Shares or Warrants may only be offered in the
Member States to qualified investors as defined by the Prospectus
Regulation and provided that none of these offers requires the
publication by Casino of a prospectus in accordance with the
provisions of Article 3 of the Prospectus Regulation or of a
prospectus supplement in accordance with the provisions of Article
23 of the Prospectus Regulation.
Restrictions concerning the United Kingdom
This press release is addressed and intended
solely for (i) persons who are located outside the United Kingdom,
(ii) investment professionals within the meaning of Article 19(5)
of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 ("Order") (and/or of article
43(c) of the Order)(iii) high net worth companies or any other
persons referred to in Article 49(2) (a) to (d) of the Order
("high net worth companies",
"unincorporated associations", etc.) or (iv) more
generally, to persons who may be allotted the New Shares and/or the
Warrants without infringing any law or regulation applicable to
them, without any action being action to be taken by Casino (the
persons mentioned in paragraphs (i), (ii), (iii) and (iv) being
together referred to as the "Eligible Persons").
The New Shares and the Warrants are intended solely for Eligible
Persons and any invitation, offer or contract relating to the
subscription, purchase or acquisition of the New Shares or the
Warrants may only be addressed to or entered into with Eligible
Persons. Any person other than an Authorized Person must refrain
from using or relying on this press release, the Prospectus or any
of the information contained therein for any investment or
investment activity.
Restrictions concerning the United States of
America
The New Shares and the Warrants have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act").
This press release does not constitute an offer to sell Casino
shares in the United Sated. The New Shares and Warrants may not be
offered, sold or delivered within the United States of America, as
defined in Regulation S under the U.S. Securities Act, except to
"qualified institutional buyers" ("QIBs") as
defined in Rule 144A under the U.S. Securities Act or to
"accredited institutional investors" as defined under Rule
501(a)(1), (2), (3), (7), (8), (9), (12) or (13) of Regulation D of
the U.S. Securities Act, pursuant to an exemption from the
registration requirements of the U.S. Securities Act.
Restrictions concerning Canada, Australia and
Japan
The New Shares and Warrants may not be offered,
sold, acquired or exercised in Canada, Australia or Japan.
Forward-looking statements
This press release may contain forward-looking
statements. By their nature, forward-looking statements involve
risks and uncertainties because they relate to events and depend on
circumstances that may or may not occur in the future. These risks
include those discussed or identified in the public filings made by
Casino with the AMF, including those listed in the "Risks and
Controls" section of the Universal Registration Document filed with
the AMF on 12 March 2024 under filing number D.24-0095.
***
ANALYST AND INVESTOR
RELATIONS
Christopher WELTON –
cwelton.exterieur@groupe-casino.fr - Tel: +33 (0)1 53 65 64
17orIR_Casino@groupe-casino.fr - Tel: +33 (0)1 53
65 24 17
PRESS RELATIONS
Casino Group – Communications
departmentStéphanie Abadie - sabadie@groupe-casino.fr –
Tel: +33 (0)6 26 27 37
05oudirectiondelacommunication@groupe-casino.fr -
Tel: + 33(0)1 53 65 24 78
IMAGE 7 Agency
Karine Allouis - kallouis@image7.fr - Tel: +33
(0)6 11 59 23 26
Laurent Poinsot - lpoinsot@image7.fr - Tel: +
33(0)6 80 11 73 52
Franck Pasquier - fpasquier@image7.fr - Tel: +
33(0)6 73 62 57 99
Schedule 1
PROSPECTUS SUMMARYProspectus
approved by the Autorité des marchés financiers on 12 March 2024
under number 24-068
Section 1 – Introduction
Name and ISIN Code (International
Securities Identification Number) of
securitiesTitle for shares: CASINO
GUICHARD PERRACHONISIN Code:
FR0000125585Identity and contact details of the Issuer,
including its Legal Entity Identifier (LEI)Company
name: CASINO, GUICHARD-PERRACHONRegistered
office: 1 Cours Antoine Guichard, 42000
Saint-EtienneRegistration place and
number: 554 501 171 RCS
Saint-EtienneLEI code:
969500VHL8F83GBL6L29 Identity
and contact details of the competent authority that has approved
the ProspectusAutorité des marchés financiers
(« AMF ») – 17 place de la Bourse, 75002
Paris, France.The Company's Universal Registration document was
filed on 12 March 2024 with the AMF under number
D.24-0095.Prospectus approval date: 12 March
2024Warning to the reader: (a) the summary should
be read as an introduction to the Prospectus; (b) any decision to
invest in the securities must be based on an investor's review of
the Prospectus in its entirety; (c) the investor may lose all or
part of the capital invested: (d) if an action concerning the
information contained in the Prospectus is brought before a court,
the plaintiff investor may, depending on the national legislation
of the Member States of the European Union or parties to the
Agreement on the European Economic Area, have to bear the costs of
translating the Prospectus before the start of legal proceedings;
(e) the persons who presented the summary, including, where
applicable, its translation, shall only be liable if the content of
the summary is misleading, inaccurate or inconsistent when read in
conjunction with the other parts of the Prospectus, or if it does
not provide, when read in conjunction with the other parts of the
Prospectus, key information to assist investors when considering
whether to invest in such securities.
Section 2 – Key information about the
issuer2.1 - Who is the issuer of the
securities?
Company name: CASINO,
GUICHARD-PERRACHONRegistered office: 1 Cours
Antoine Guichard, 42000 Saint-EtienneLegal status:
a French joint stock company (société anonyme) with a Board of
Directors (conseil d’administration)LEI:
969500VHL8F83GBL6L29Applicable law: French
lawCountry of origin: FranceMain
activities: Founded in 1898, Casino group (hereinafter the
"Group" or "Casino Group") is one
of the France's leading food retailers, with nearly 8,600 stores
(under the Monoprix, Franprix, Vival, Spar, Le Petit Casino, etc.
brands). It is number 2 in non-food e-commerce in France with its
subsidiary Cdiscount. Since 2023, the Group has been refocusing on
its activities in France (see Assai, Éxito and GPA transactions
below) and announced the sale of its French
hypermarkets/supermarkets branches ("HM/SM").
Casino Group's business is now divided into five main areas: (i)
Monoprix (Monoprix, Monop’, Naturalia) - 48% of total sales in
2023: (ii) Franprix (Franprix, Marché d’à côté) - 17% of total
sales in 2023; (iii) Proximité Casino (Vival, Spar, Le Petit
Casino…) - 17% of total sales in 2023; (iv) e-commerce through its
subsidiary Cnova (Cdiscount) - 14% of total sales in 2023; and (v)
Others (mainly real estate activities, Geimex/ExtenC distribution
business and the CGP holding cost center) - 4% of total sales in
2023. As of 31 December 2023, the Group employs over 28,200 people
in France after the HM/SM disposals. Casino Group proceeded and is
proceeding with the following disposals since the beginning of the
2023 financial year: (i) Assaì, (ii) Éxito, (iii) GPA (proposed
share capital increase), and (iv) HM/SM (agreements with Auchan
Retail France, Groupement Les Mousquetaires, and Carrefour). As at
December 31 2023, 68 hypermarkets and 439 supermarkets remain2. In
application of IFRS 5 (non-current assets held for sale and
discontinued operations), these activities are now presented as
discontinued operations.Shareholding: On the date
of the Prospectus, the Company's share capital amounted to
1.084.262,30 euros, divided into 108,426,230 Shares with a nominal
value of 0.01 euro each. To the best of the Company's knowledge, as
at 31 January 2024, the allocation of capital and voting rights is
as follows:
Shareholders |
Number of shares |
% of capital |
Number of theoretical voting rights |
% of theoretical voting rights |
Groupe Rallye (including Fiducie Rallye / Equitis Gestion:
1,032,988 shares, i.e. 0.95% of share capital |
45,023,620 |
41.52% |
89,013,622 |
57.25% |
Vesa Equity Investment (investment holding of Daniel
Křetínský) |
10,911,354 |
10.06% |
10,911,354 |
7.02% |
Fimalac Group (Marc de Lacharrière – Fimalac / Fimalac
Developpement / Gesparfo) |
13,062,408 |
12.05% |
13,062,408 |
8.40% |
Casino’s employees benefiting from company savings plan |
1,234,469 |
1.14% |
2,281,538 |
1.47% |
Treasury Shares (auto-détention and auto-contrôle) |
809,150 |
0.75% |
809,1503 |
0.52%4 |
Public |
37,385,229 |
34.48% |
39,412,669 |
25.35 % |
Total |
108,426,230 |
100.00% |
155.490.741 |
100,00% |
As of 31 January 2024, Groupe Rallye, Vesa
Equity Investment and Fimalac group are the Company's reference
shareholders. Vesa Equity Investment and Groupe Fimalac are acting
in concert. Rallye controls the Company.
Key officers: Mr. Jean-Charles
Naouri, CEO (Président Directeur-Général).
Statutory Auditors: Deloitte
& Associés (Tour Majunga – 6 place de la Pyramide, 92908
Paris-La Défense Cedex), statutory auditors of the Company, member
of the Compagnie Régionale des Commissaires aux comptes de
Versailles et du Centre, represented by Mr. Stéphane Rimbeuf and
KPMG S. A. (2 avenue Gambetta Tour Eqho Paris-La Défense, Puteaux
(92066)), statutory auditors of the Company, member of the
Compagnie Régionale des Commissaires aux comptes de Versailles et
du Centre, represented by Mr. Rémi Vinit-Dunand and Mr. Eric
Ropert.
2.2 - What is the key financial
information about the issuer?
Selected Group financial
information:
Published data (in millions of euros) |
12/31/2021 |
12/31/2022 |
12/31/2023 |
Revenue |
30 549 |
9 399 |
8 957 |
EBITDA adjusted (i) |
2 516 |
978 |
765 |
EBITDA adjusted after rents (ii) |
1 586 |
549 |
341 |
Operating income - current |
1 186 |
316 |
124 |
Operating income - current (as a % of revenue) |
3,9% |
3,4% |
1,4% |
Operating income |
530 |
402 |
-1 033 |
Cost of net financial debt |
-422 |
-240 |
-582 |
Net income from continuing operations |
-147 |
-201 |
-2 577 |
Net income from continuing operations – group share |
-280 |
-185 |
-2 558 |
Net income for the consolidated entity |
-402 |
-345 |
-7 128 |
Net income for the consolidated entity – group share |
-534 |
-316 |
-5 661 |
Net income – normalized group share (iii) |
89 |
-323 |
-1 451 |
Capex gross (iv) |
-1 122 |
-520 |
-352 |
Net cash flow from activity (v) |
1 832 |
474 |
-35 |
Net cash flow from investing activities (v) |
-1 020 |
1 006 |
-380 |
Net cash flow from financing activities (v) |
-838 |
-1 645 |
1 113 |
Group free cash flow excluding disposal plan (vi) |
-104 |
-386 |
-765 |
Net financial debt (vii) |
5 858 |
6 370 |
6 181 |
Equity |
5 622 |
5 738 |
-1 777 |
Equity – group share |
2 742 |
2 791 |
-2 453 |
Total assets |
30 523 |
31 285 |
18 344 |
Net consolidated income per share – group share (in euros) |
-5,29 |
-3,36 |
-52,87 |
The financial statements for 12.31.2022 have
been restated to be comparable with the financial statements for
12.31.2023. The financial statements for 12.31.2021 have not been
restated and do not take into account the classification of Sendas,
Éxito, GPA and the French HM/SM segment as discontinued operations.
(i) EBITDA adjusted: operating income before non-recurring items
(OIR) plus depreciation and amortization expense; (ii) EBITDA
adjusted after rents: OIR plus depreciation and amortization
expense reported under OIR, less repayments of rent liabilities and
net interest paid on rent liabilities; (iii) Net income –
normalized group share: net income from continuing operations
adjusted for (a) the effects of other operating income and expenses
as defined in the "accounting policies" section of the notes to the
consolidated financial statements, (b) the effects of non-recurring
financial items, and (c) tax income and expense relating to these
restatements and to the application of IFRIC 23 "uncertainty of tax
treatments"; (iv) Capex gross: "cash outflows relating to
acquisitions of intangible assets, property, plant and equipment
and investment property", as presented in the consolidated
statement of cash flows; (v) Net cash flow from activity: "cash
outflows relating to acquisitions of intangible assets, property,
plant and equipment and investment property", as presented in the
consolidated statement of cash flows; (vi) Free cash flow: cash
flow from operating activities as presented in the consolidated
statement of cash flows less net Capex, IFRS 16 lease payments and
restated for the effects of the disposal plan (vii) Net financial
debt comprises gross financial debt, including fair-value hedging
derivatives and trade payables, less (a) cash and cash equivalents,
(b) cash management assets and financial investments, (c)
fair-value hedging derivatives, and (d) financial assets resulting
from a significant disposal of non-current assets. Concerns
and observations on historical financial information: Not
applicable.Forecasts for fiscal 2024 and medium-term
outlook for 2025-2028: In view of the sale of hypermarkets
and supermarkets and supermarkets and their treatment as
discontinued operations, the adjusted EBITDA France 2024-2028
projections published by the Group in November 2023 are no longer
valid. Furthermore, in view of the forthcoming change of control,
the Group is not publishing a new 2024 outlook. The Consortium's
business plan Consortium was communicated to the market on 21
December 2023 and appended to the Accelerated Safeguard Plan. It
takes into account the Group's refocusing on Monoprix, Franprix,
convenience stores and Cdiscount, and aims to improve the Group's
profitability through: (i) adopting a policy of permanent low
prices, improving the customer experience and service quality,
increasing the visibility and attractiveness of the banners,
enriching the assortment and setting up partnerships, increasing
the singularity of the banners, boosting growth via franchising and
the conversion of directly-operated stores, and accelerating
Cdiscount's transition to a marketplace model. In 2024, the
Consortium targets a positive EBITDA (after rentals) of 126 million
euros, net capital expenditure of -354 million euros and operating
cash flow before disposals of -655 million, taking into account the
normalization of WCR. In the medium term, the Consortium's business
plan shows a gradual improvement in the Group's profitability,
driven by the implementation of the above-mentioned operating
levers and the implementation of an investment plan of almost -1.6
billion euros over the plan's duration, notably with a view to
renovating the store base. By the end of the plan in 2028, EBITDA
adjusted (after rentals) should improve significantly to 920
million euros, while other operating items and expenses should
stabilize at around -50 million euros. As a result, the Consortium
forecasts operating cash flow before disposals of 443 million
euros, higher than the annual interest expense of around -230
million euros. Finally, net financial debt at the end of this plan
would amount to 1,960 million euros, representing a financial
leverage of 2.1x.
2.3 - What are the issuer's specific
risks?
An investment in the Company's securities
involves numerous risks and uncertainties related to the Group's
activities that could result in a partial or total loss of the
investment for investors. The main risks, which the Group considers
to be the most significant in terms of their potential impact and
probability of occurrence, are as follows: Competitive
intensity (very significant risk): The Group operates in
highly competitive markets, particularly in France. In e-commerce,
the Group, and in particular Cdiscount, faces competition from
international players, notably American. Competition is generally
focused on outlet location, product quality, service, price
(exacerbated by the inflationary context), product diversity, brand
reputation and store condition. In addition, the Group's ability to
adapt its business models to customer expectations is a major
challenge. Business disruption/interruption (very
significant risk): Risk of business
disruption/interruption within the Group, this encompasses the
risks of supply disruption, inaccessibility of sites, and
destruction/damage to buildings. Supply chain’s efficiency and
smooth running are essential. Changes in the Group's logistical
structures may lead to an interruption of operations, store
shortages and disruption to inventory management. Catastrophic
events and other types of events could have a negative effect on
the Group's business. The Paris Olympic and Paralympic Games (JOP)
are likely to disrupt store operations in the Île-de-France region
and at regional competition venues. Franchising risks (very
significant risk): Operating stores under franchise has
been one of the Group's development strategies. In France, by the
end of 2023, 79% of our stores will be operated under franchise or
lease management, and in particular 90% of the Casino proximity
network. Excluding HM/SM, 83% of the Group's store base is operated
under franchise or lease management. The Group aims to accelerate
its expansion in the convenience sector by 2024, relying primarily
on franchising. In view of the sale of the hypermarkets and
supermarkets division and the franchise development plan, the
proportion of stores operated under franchise or lease management
is set to rise to 90% over the next few years. This form of
development has the advantage of significantly reducing the
investments required to develop the store network, since these are
largely borne by the franchisees. However, it also presents risks
for the franchisor, the main ones being: (i) image, (ii) poorly
controlled development, (iii) financial, (iv) legal and (v)
competitive and administrative risks. Risks relating to
information systems and cybercrime (very significant
risk): The Group operates a large network of information
systems that are essential to the performance and management of its
activities. The development, implementation and continuous,
uninterrupted operation of these information systems are an
important element in the ability to deliver products and services
to customers for all the Group's banners, in particular for
Cdiscount's operations, as well as for the digital advertising and
data center businesses, RelevanC and ScaleMax. These risks also
affect stores and warehouses, via critical information systems.
International tensions in Eastern Europe and the Middle East, as
well as the organization of the Olympic Games in France in 2024,
could lead to an upsurge in cyber-attacks on French companies.
Risks linked to the economic context (very significant
risk): The Group's business, and in particular its sales,
operating income and cash flow generated, are strongly correlated
with consumer spending. This spending is affected by economic
cycles. In particular, inflation could continue to have an impact
on purchasing power, consumption patterns and consumer spending.
Current international tensions could continue to drive up the cost
of raw materials. Latin American economies have historically been
subject to sharp variations in their level of activity. In
addition, the Group could be adversely affected by exchange rate
movements (rise in the dollar against the euro). What's more, the
Group's activities will be mainly concentrated in France following
completion of the plan to sell off its South American entities,
which makes it vulnerable to France's specific economic context. In
France, in Q3 2023, (i) the unemployment rate will rise again, and
(ii) INSEE has measured a downward trend in household purchasing
power. Liquidity (very significant risk): In the
absence of completion of the Financial Restructuring, the Company
would not be in a position to meet its future obligations over the
next twelve months, and its ability to continue as a going concern
would therefore be compromised. Such situation could lead to the
opening of receivership or compulsory winding-up proceedings, which
could lead to the sale of all or part of the Company's assets, and
could place (i) shareholders in the position of losing their entire
investment in the Company, and (ii) creditors in the situation of
reduced prospects of recovering their receivables. At 31 December
2023, the Group's cash position amounted to 1,051 million euros.
Increased by the cash generated by the disposal of the Éxito group
in January 2024 for a net amount of 357 million euros, the Group
covers its liquidity needs for the 1st quarter of 2024, estimated
at 600 million euros. Risks relating to compliance with
laws and regulations (very significant risk): With a
particularly extensive supply chain, and given the nature of the
Group's activities and its international presence, the Group is
exposed to the risk of legal action, particularly in respect of the
Sapin II law pertaining to the fight against corruption, the law
relating to the duty of care of parent companies and principals and
non-compliance with the General Data Protection Regulation (RGPD).
The protection of data concerning the Group's customers and
employees is also a major issue to which the Group pays particular
attention. Exposure to this risk is heightened by the development
of e-commerce activities and the increasing digitization of data
media. Both in France and abroad, the Group is subject to all
legislation and regulations governing the operation of
establishments open to the public.
Section 3 - Key information on
securities3.1 - What are the main characteristics
of securities?
1) New Shares issued as part of the
capital increases and upon exercise of
WarrantsNature, category and ISIN code:
The New Shares issued (i) as part of share capital increases with
waiver of the shareholders’ preferential subscription rights for
the benefit of (v) Secured Creditors or, as the case may be, their
respective Affiliate(s), in a maximum nominal amount of
91,125,834.88 euros, which will be subscribed by offsetting against
the amount of Residual Secured Claims (the "Share Capital
Increase Reserved for Secured Creditors") (w) Unsecured
Creditors (as defined below) or, where applicable, their respective
Affiliate(s), in a maximum nominal amount of 7,069,890.66 euros,
which will be subscribed by offsetting against the amount of the
Unsecured Claims (as this term is defined below) Unsecured
Creditors(the "Share Capital Increase Reserved for
Unsecured Creditors"), (x) Perpetual Creditors (as this
term is defined below) or, where applicable, their respective
Affiliate(s), in a maximum nominal amount of 1,464,214.10 euros,
which will be subscribed by offsetting up to the amount of
receivables in respect of the Perpetual Claims (as this term is
defined below) (the "Share Capital Increase Reserved for
Perpetual Creditors"), (y) France Retail Holdings, for a
gross amount, including issue premium, of 925,000,000, to be
subscribed in full by cash payment at a subscription price of
0.0435 euro (including issue premium) per New Share (the
"Share Capital Increase Reserved for the Consortium
SPV") and (z) the Secured Creditors, (it being specified
that only the economic beneficiaries of the Secured Claims (and/or,
where applicable, their respective Affiliates) could submit a
commitment), the Unsecured Creditors, the Perpetual Creditors
having given a commitment to participate in the Backstopped Share
Capital Increase in accordance with the Lock-up Agreement (as this
term is defined below) and the Backstop Group, or, as the case may
be, their respective Affiliate(s), for a maximum gross amount,
including issue premium, of €274,999,999.97, at a subscription
price of €0.0461 (including issue premium) per New Share, to be
subscribed in full by cash payment (the "Backstopped Share
Capital Increase" and together with the Share Capital
Increase Reserved for Secured Creditors, the Share Capital Increase
Reserved for Unsecured Creditors, the Share Capital Increase
Reserved for Perpetual Creditors and the Share Capital Increase
Reserved for the Consortium SPV, the "Reserved Share
Capital Increases") and (ii) on exercise of a maximum of
(w) 2,275,702,846 warrants at an exercise price of 0.01 euro,
giving the right to subscribe to one (1) New Share per warrant,
allocated freely by the Company as part of an issue with waiver of
the shareholders’ preferential subscription right for the benefit
of the Backstop Group and Secured Creditors who participated in the
Backstopped Share Capital Increase under the conditions set out in
the Lock-up Agreement, or, as the case may be, their respective
Affiliate(s) (the " Warrants Additional Shares"),
(x) 2,111,688,580 warrants to subscribe for ordinary Shares at an
exercise price of 0.0461 euro (under the conditions described in
section 3.1 (Rights attached to the Warrants) of the Summary),
giving the right to subscribe to one New Share per warrant,
allocated freely by the Company in connection with the issue, with
preferential subscription rights waived in favor of France Retail
Holdings and the Backstop Group (or, as the case may be, the
respective Affiliate(s) of the Backstop Group) (the
"Warrants #1"), (y) 542,299,348 warrants with an
exercise price of 0.0000922 euro each, giving the right to
subscribe to one New Share per warrant, allocated free of charge by
the Company in the context of the issue with waiver of the
shareholders’ preferential subscription rights to the benefit of
France Retail Holdings and the Initial Backstop Group (or, as the
case may be, the respective Affiliate(s) of the Initial Backstop
Group) (the "Warrants #2") and (z) 706,989,066
warrants to subscribe for ordinary Shares at an exercise price per
share equal to 0.1688 euro, giving the right to subscribe to a
maximum of 1,082,917,221 New Shares per warrant, initially attached
to the ordinary Shares issued in connection with the Share Capital
Increase Reserved for Secured Creditors (the "Warrants
#3" and, together with the Warrants Additional Shares, the
Warrants #1 and the Warrants #2, the "Warrants")
(together with the new shares issued in connection with the
Reserved Share Capital Increases and on exercise of the Warrants
#3, the "New Shares"), will be ordinary Shares, of
the same category as the existing Shares of the Company (ISIN
FR0000125585), which will be subject to all the provisions of the
Company's articles of association and governed by French
law.Currency, name, nominal value and number of New Shares
to be issuedCurrency: EuroWording
for shares: CASINO GUICHARD
PERRACHONMnemonic: CO.Nominal
value: 0.01 euro (after completion of the Share Capital
Reduction No. 1 acknowledged by recorded by the Board of Directors
on 11 March 2024)Maximum number of New Shares that may be
issued under the Reserved Share Capital Increases and upon exercise
of the Warrants: 43,208,262,616 (without prejudice to
adjustments in accordance with the law and their terms and
conditions)Rights attached to the New Shares: From
the date of issue, the New Shares will carry all the shareholder
rights provided for by the applicable laws and by the Company's
articles of association, in particular: the right to dividends
(current dividend entitlement) and the right to share in the
Company's profits, voting rights, pre-emptive rights to subscribe
for securities of the same class and the right to share in any
surplus in the event of liquidation of the Company.Relative
ranking of the New Shares in the issuer's capital structure in the
event of insolvency: not applicable.Restrictions
on the free negotiability of the New Shares: No clause in
the articles of association restricts the free negotiability of the
shares comprising the share capital of the Company.
Dividend policy: No dividends was paid for the
fiscal years ended 31 December 2019, 2020, 2021, 2022 and 2023. In
light of the negative net income for fiscal year 2023, it will be
proposed at the Annual General Meeting that no dividend be paid in
respect of this financial year. Dividend distributions and other
payments to the Company's shareholders will not be permitted
(subject to the usual exceptions for this type of financing) for 2
years following the restructuring date. From that date onwards,
dividend distributions will be permitted subject to the absence of
a continuing Default (or one that would result from such a
distribution) and a Total Net Leverage Ratio test not exceeding
3.50x. Casino's dividend distribution policy for financial years
ending on or after 31 December 2024 will take into account, in
particular, Casino's results, its financial position and any
restrictions on the payment of dividends to which the Company will
be subject at the time this decision is made.2)
WarrantsNature and category: The
Accelerated Safeguard Plan provides for the issuance by the Company
of (i) a maximum of 2,275,702,846 Warrants Additional Shares
allocated to (x) the Secured Creditors having participated in the
Backstopped Share Capital Increase under the conditions provided
for in the Lock-up Agreement and (y) the Backstop Group or, as the
case may be, their respective Affiliate(s), (ii) a maximum of
2,111,688,580 Warrants #1 allocated to France Retail Holdings and
the Backstop Group (or, as the case may be, to their respective
Affiliate(s)), (iii) a maximum of 542,299,348 Warrants #2 allocated
to France Retail Holdings and the Initial Backstop Group (or, as
the case may be, to their respective Affiliate(s)) and (iv) a
maximum of 706,989,066 Warrants #3 allocated freely, attached to
the New Shares issued in connection with the Share Capital Increase
Reserved for Unsecured Creditors (and immediately detached), for
the benefit of the Unsecured Creditors on the Effective
Restructuring Date. Warrants #1 and the Warrants #3 will be
tradable on Euronext Paris as from their Issue Date respectively.
No application for admission to trading on any other regulated
market has been or will be made. The Warrants #2 and the Warrants
Additional Shares will not be the subject of an application for
admission to trading on a regulated or unregulated market. They
will be freely tradable and will be the subject of a request for
admission to trading by Euroclear France, which will ensure their
clearing between account holders-custodians. The Warrants
constitute securities giving access to the share capital within the
meaning of articles L. 228-91 et seq. of the French Commercial
Code. Rights attached to the Warrants: One Warrant
Additional Share will give the right to subscribe for one New Share
for an exercise price equal to the nominal value of the Shares
(subject to adjustments described within the terms and conditions
of the said Warrants Additional Shares), paid up in full by the
Company from an available reserve or premium account of the Company
(and in priority from the account set up specifically for this
purpose). The Warrants Additional Shares will be exercisable for a
period of 3 months following the Effective Restructuring Date. One
Warrant #1 will give right to subscribe for one New Share (subject
to the adjustments described in the terms and conditions of said
Warrants #1), at the initial price of the Warrants #1 of 0.0461
euro per Warrants #1 (the "Warrants #1 Initial
Price") increased by an amount equal to 12% of the Initial
Price of the Warrants #1 (increased, as the case may be, of the
amount capitalized annually at this rate of 12% per year, as from
the Issue Date of the Warrants #1, increased on a daily basis
(based on the number of Days Elapsed) and over a 360-day year) but
capitalized only on each anniversary date of the Issue Date of the
Warrants #1, as determined on the relevant Exercise Date (the
"Warrants #1 Exercise Price"), paid up in full in
cash exclusively. The Warrants #1 will be exercisable for a period
of 4 years following the Effective Restructuring Date. One Warrants
#2 will give right to subscribe for one New Share (subject to the
adjustments described in the terms and conditions of said Warrants
#2), at the exercise price of 0.0000922 euro, fully paid up in
cash, it being specified that if the exercise price of the Warrants
#2 is less than the nominal value of a share, the difference
between the exercise price and the nominal value of the share will
be paid up by the Company by deduction from an available reserve or
premium account of the Company (and in priority from the account
set up specifically for this purpose). The Warrants #2 will be
exercisable for a period of 3 months following the Effective
Restructuring Date. The exercise of all Warrant #3 will give right
to subscribe for a maximum of 1,082,917,221 New Shares (subject to
the adjustments described in the terms and conditions of said
Warrant #3), at an exercise price of 0.1688 euro, paid up in full
in cash. The Warrant #3 will be exercisable for a period of 3 years
from the 25th month following the Effective Restructuring Date.
Warrant which have not been exercised within the aforementioned
periods will become null and void and will lose all value and all
rights attached thereto. The Warrant Holders are grouped together
in a collective group (masse) for each category of Warrants, which
shall benefit from legal personality and be subject to the same
provisions as those set out in articles L. 228-47 to L. 228-64, L.
228-66 and L. 228-90 of the French Commercial Code.Issue
currency: euroDenomination of Warrants:
CASINO GP BSA #1 ; CASINO GP BSA #2 ; CASINO GP BSA #3 ; CGP BSA
Act AdditionnellesRelative ranking of the securities in the
capital structure of the issuer in the event of
insolvency: not applicableMaximum number of
Warrants: 2,275,702,846 Warrants Additional Shares:
2,111,688,580 Warrants #1: 542,299,348 Warrants #2: and 706,989,066
Warrants #3.Restrictions on the free transferability of the
Warrants: no clause of the article of associations limits
the free negotiability of the Warrants.
3.2 - Where are securities
traded?
Application will be made for the New Shares
(including those issued on exercise of Warrants) to be admitted to
trading on Euronext Paris. According to the indicative timetable,
the New Shares issued in connection with the Reserved Share Capital
Increases will be admitted to trading on this market as from 27
March 2024. They will be immediately assimilated to the existing
shares already traded on Euronext Paris and will be tradable, as
from this date, on the same trading line under ISIN Code
FR0000125585. The Warrants #1 and the Warrants #3 will be tradable
on Euronext Paris from their Issue Date respectively, under ISIN
Codes FR001400OJ72 and ISIN FR001400OJ98 respectively. No
application for admission to trading on another regulated market
has been or will be made. The Warrants #2 and the Warrants
Additional Shares will not be the subject of an application for
admission to trading on any regulated or unregulated market. They
will be freely tradable and will be the subject of a request for
admission to trading by Euroclear France, which will ensure their
clearing between account holders-custodians. The Warrants
constitute securities giving access to the share capital within the
meaning of articles L. 228-91 et seq. of the French Commercial
Code. No application has been made or is contemplated to be made by
the Company for them to be admitted to trading on another market
(regulated or not). The New Shares resulting from the exercise of
the Warrants will be subject to periodic requests for admission to
trading on Euronext Paris and will be tradable on the same trading
line as the existing Shares.
3.3 - Are securities covered by a
guarantee?
The Reserved Share Capital Increases are not
secured by a bank syndicate or underwriting agreement. They are
subscribed under the Accelerated Safeguard Plan. Similarly, the
issue of Warrants is underwritten by application of the Accelerated
Safeguard Plan. These commitments do not constitute a performance
guarantee (garantie de bonne fin) within the meaning of Article L.
225-145 of the French Commercial Code.
3.4 - What are the main risks specific to
securities?
The main risk factors relating to the New Shares
(including those issued upon exercise of the Warrants) and the
Warrants are set out below. The Group has assessed the significance
of the specific risks to which it believes it is exposed on the
basis of the likelihood of their materialization and the estimated
magnitude of their negative impact after taking into account the
action plans in place. The most significant risk factors according
to the above assessment are indicated first and marked with an
asterisk. Existing Casino shareholders will suffer
significant dilution of their interest in the Company's share
capital as a result of the completion of the Issuances and the
exercise of the Warrants*: The implementation of the
Issuances should be completed by the end of the first quarter 2024
and the exercise of the Warrants contemplated under the financial
restructuring plan will result in significant dilution for existing
Casino shareholders. As an indication, a shareholder holding 1% of
the Company's share capital would see his shareholding decrease (on
a diluted basis), post completion of the Reserved Share Capital
Increases, to 0.003% of the Company's share capital and 0.003% post
exercise of all the Warrants. In view of the very large
number of Shares and Warrants issued in connection with the
Issuances, sales of a significant number of Shares or Warrants
could occur rapidly from the date of completion of the Issuances,
or such sales could be anticipated by the market, which could have
an unfavorable impact on the market price of the Shares and/or the
market price of the Warrants*: The completion of the
Issuances and the exercise of the Warrants would lead to the
issuance of a significant number of Shares and to a significant
change in the shareholder structure. Sales of a significant number
of the Shares or Warrants could occur rapidly from the completion
date of the Issuances, or such sales could be anticipated by the
market given the absence of a lock-up commitment for some
beneficiaries of the Reserved Share Capital Increases, which could
have an unfavorable impact on the market price of the Share and/or
of each category of Warrants. It is therefore highly likely that
the post-Warrants issue and exercise share price will be close to
the issue price of the Reserved Share Capital Increases and the
exercise of the Warrants, thus having a lasting impact on the
company's share price and the group’s capital market financing.
Volatility and liquidity of the Shares and Warrants may
fluctuate significantly*: Stock markets have experienced
significant fluctuations unrelated to the results of the concerned
companies, which could increase the volatility of the Shares,
cumulated to their low unit value prior completion of the Reverse
Share Split. The liquidity of the market for the Shares could be
reduced as a result of the capital ownership structure on
completion of the Financial Restructuring transactions. No
assurance can be given that a market will develop for the Warrants
#1 and the Warrants #3 on Euronext Paris and, if it does
develop, it may offer only limited liquidity and be subject to high
volatility. Holders of the Warrants #1 and the Warrants #3, as the
case may be, who do not wish to exercise them may not be able to
sell them on the market. The market price of the said Warrants #1
and the Warrants #3 will depend in particular on the market price
of the Shares and, in the event of a decline in the market price of
the Shares, the value of these Warrants could decrease. In
addition, trades between institutional investors involving large
quantities are generally executed off-market. Consequently, not all
investors may have access to this type of transaction and, in
particular, to their pricing conditions. The market price
of the Shares could fluctuate and fall below the subscription price
of the New Shares issued upon exercise of the Warrants, and if this
fall were to occur after the exercise of the Warrants by their
holders, the latter would suffer a loss in the event of immediate
sale of the said New Shares*: No assurance can be given
that, during the Exercise Period of the Warrants, the market price
of the shares will be higher than or equal to the exercise price of
the Warrants nor, consequently, that the Warrant Holders will be
able to acquire additional shares in the Company's share capital at
an attractive price. If the share price were to fall after the
exercise of the Warrants by their holders, the latter would suffer
a loss in the event of immediate sale of the Shares received. Thus,
no assurance can be given that, subsequent to the exercise of the
Warrants, investors will be able to sell their Shares at a price
equal to or greater than the exercise price of the Warrants.
Risk of lapsing and loss of value of the Warrants:
Warrants that have not been exercised by the expiry date of their
Exercise Period will lapse and lose all value and rights attached
thereto. The terms and conditions of each category of
Warrants may be modified and such modifications would be binding on
all their respective holders: The terms and conditions of
each category of Warrants may be modified, subject to the
authorization of a special meeting of the holders of each of the
categories of warrants concerned, deciding, in accordance with
current regulations, by a two-thirds majority of the votes of the
holders present or represented at said meeting. Any amendment so
approved will be binding upon all Holders of Warrants #1, Holders
of Warrants #2, Holders of Warrants #3 or Holders of Warrants
Additional Shares, as the case may be. The terms and conditions of
each category of Warrants are based on the laws and regulations in
force at the date of this document. Legislative or regulatory
developments could have the effect of modifying the terms and
conditions of each category of Warrants, which could have an impact
on their value. No assurance can be given as to the impact of such
potential changes after the date of this document. The
holders of each category of Warrants benefit from limited
anti-dilution protection: The exercise ratio of each
category of Warrants will be adjusted in the only cases provided
for by their terms and conditions of said Warrants and in
accordance with the provisions of the French Commercial Code.
Accordingly, the exercise ratio of each category of Warrants will
not necessarily be adjusted in all cases where an event relating to
the Company or any other event is likely to affect the value of the
Shares or, more generally, to have a dilutive impact. Events for
which no adjustment is foreseen could have a negative impact on the
value of the Shares and, consequently, on that of the Warrants.
Section 4 - Key information on admission
to trading on a regulated market for securities4.1
- Under what conditions and according to what timetable can I
invest in this security?
Conditions to the transaction:
The approval of the Accelerated Safeguard Plan by the class of
shareholders of the Company, meeting as a class of affected parties
on 11 January 2024, entailed approval by the class of shareholders
of all the resolutions included in the appendix to the Accelerated
Safeguard Plan, delegating powers to the Company's Board of
Directors, notably for the purpose of carrying out the
Issuances.Reserved Share Capital Increases: The
Reserved Share Capital Increases will be carried out through the
waiver of the shareholders’ preferential subscription rights in
favor of beneficiaries mentioned in section 3.1.1 of this Summary.
The Share Capital Increase Reserved for Secured Creditors will be
carried out by offsetting against the Residual Secured Claims held
by them as at the Reference Date, by issuing a maximum of
9,112,583,488 New Shares, at a subscription price per New Share
equal to 0.1688 euro. The Share Capital Increase Reserved for
Unsecured Creditors will be carried out by offsetting against the
Note Receivables held by them as at the Reference Date, by issuing
a maximum of 706,989,066 New Shares, to each of which is attached a
Warrant #3, for a subscription price per New Share equal to 3.2326
euros per New Share. The Share Capital Increase Reserved for
Perpetual Creditors will be carried out by offsetting against the
Perpetual Claims held by them as at the Reference Date, by issuing
a maximum of 146,421,410 New Shares at a subscription price per New
Share of 9.4567 euros. The Share Capital Increase Reserved for the
Consortium SPV will be paid exclusively in cash, by issuing
21,264,367,816 New Shares for a subscription price per New Share of
0.0435 euro. The Backstopped Share Capital Increase will be paid
exclusively in cash, by issuing a maximum of 5,965,292,841 New
Shares for a subscription price per New Share of 0.0461 euro.
According to the indicative timetable, the settlement-delivery of
the New Shares resulting from the Reserved Share Capital Increases
would take place on 27 March 2024, as well as their admission to
trading on Euronext Paris.Warrants: Warrants will
be issued in the context of issuances with waiver of the
shareholders’ preferential subscription rights for the benefit of
beneficiaries mentioned in section 3.1.2 of this Summary. A maximum
of (i) 2,275,702,846 Additional Share Warrant will be issued and
the exercise of one Additional Share Warrant will give right to
subscribe to one New Share for an exercise price equal to the
nominal value of the Shares, paid up in full by the Company by
deduction from an available reserve or premium account of the
Company, (ii) 2,111,688,580 Warrants #1 will be issued and the
exercise of one Warrant #1 will give right to subscribe to one New
Share at a price equal to the Warrants #1 Exercise Price, fully
paid up in cash, (iii) 542,299,348 Warrants #2 will be issued and
the exercise of one Warrant #2 will give right to subscribe to one
New Share for an exercise price equal to 0.0000922 euro, fully paid
up in cash (or, if necessary, by drawing on reserves) and (iv)
706,989,066 Warrants #3 will be issued and the exercise of one
Warrant #3 will give right to subscribe to a maximum of
1,082,917,221 New Shares, Warrants #3 Exercise Price, fully paid in
cash.Admission to trading on a regulated market:
The New Shares issued in connection with the Reserved Share Capital
Increase and the Warrants #1 and #3 are expected to be admitted to
trading on Euronext Paris as from 27 March 2024, according to the
indicative timetable.Distribution
plan:Reserved Share Capital Increase: The
shareholders' preferential subscription rights will be waived in
connection with the Reserved Share Capital Increases for the
beneficiaries mentioned in section 3.2.1 of the Summary. No
subscription to the New Shares will be accepted from any individual
or legal entity other than a person who has reserved the right to
participate in the issue, and the corresponding subscription
requests will be deemed null and void. The Shares issued in
connection with the Share Capital Increase Reserved for the
Consortium SPV and the Backstopped Share Capital Increase will not
be offered to the public (other than, in France, by means of a
public offering as referred to in article L. 411-2, 1° of the
French Monetary and Financial Code) and will only be allocated, in
the case of member states of the European Economic Area and the
United Kingdom, to qualified investors.Warrants:
The Warrants will be issued in the context of an issue with waiver
of the shareholders’ preferential subscription rights to the
benefit of the beneficiaries mentioned in section 3.2.1 of the
Summary. No subscriptions to the Warrants will be accepted from any
individual or legal entity other than a person reserved for the
issue, and the corresponding subscription requests will be deemed
null and void.Countries in which the offer will be
open: Not applicableGlobal coordinators, lead
underwriters and joint bookrunners: Not
applicableSettlement-delivery of the New Shares:
According to the indicative timetable, the New Shares resulting
from the Reserved Share Capital Increases are expected to be
registered in a securities account and negotiable as from 27 March
2024. Application will be made for the New Shares (including those
issued in the future upon exercise of the Warrants) to be admitted
to trading with Euroclear France, which will be responsible for
their settlement and delivery between account holders
custodians.Indicative timetable as of the date of this
Securities Note:
11 March 2024 |
- Decision of the Board of Directors
acknowledging the completion of the Share Capital Reduction No. 1,
approving the principle of the Reserved Share Capital Increases and
Warrants issues and delegating its powers to the CEO of the Company
for the purpose of carrying out the Reserved Share Capital
Increases and the Warrants issues on the Effective Restructuring
Date, subject to the AMF’s approval of the Prospectus
|
12 March 2024 |
- Filing of the Company's 2023
Universal Registration Document with the AMF
- Approval of the Prospectus relating
to the Reserved Share Capital Increases, the issues of Warrants #1
and Warrants #3 and the admission to trading of the New Shares
resulting from the exercise of Warrants #2 and the Warrants
Additional Shares by the AMF
- Publication of a press release
announcing the approval of the Prospectus relating to the Reserved
Share Capital Increases and the Warrants issues, and the
availability of the Prospectus.
- Publication of the Prospectus
relating to the Reserved Share Capital Increases and the Warrants
issues, and posting on the Company's and AMF's websites.
|
13 March 2024 |
- Decision of the CEO to carry out
the Backstopped Share Capital Increase and the Share Capital
Increase Reserved for the Consortium SPV
|
14 March 2024 |
- Opening of the Backstopped Share
Capital Increase and the Share Capital Increase Reserved for the
Consortium SPV subscription periods
|
19 March 2024 |
- Closing of the Backstopped Share
Capital Increase subscription period and warranty call of the
Backstop Group in respect of the Backstop Undertaking, if
applicable
|
22 March 2024 |
- Payment deadline for their
subscription to the Backstopped Share Capital Increase by each
member of the Backstop Group, under their Backstop Undertaking, if
applicable.
|
25 March 2024 |
- Decision of the CEO setting the
amount of Residual Secured Claims, Unsecured Claims and Perpetual
Claims
- Decision of the CEO to carry out
the Share Capital Increase Reserved for Secured Creditors, the
Share Capital Increase Reserved for Unsecured Creditors and the
Share Capital Increase Reserved for Perpetual Creditors to issue on
27 March 2024 (i) the New Shares under the Reserved Share Capital
Increases and (ii) the Warrants in respect of the Warrants
issues
- Publication by Euronext of the
notice of admission of the New Shares resulting from the Reserved
Capital Increases and the Warrants #1 and Warrants #3
|
26 March 2024 |
- Closing of the subscription period
for the Capital Increase reserved for the SPV Consortium
|
27 March 2024 |
- Issuance and admission to trading
of the New Shares resulting from the Reserved Share Capital
Increases, Warrants #1 and Warrants #3
- Settlement-delivery of the New
Shares issued in respect of the Reserved Share Capital Increases
and the Warrants Settlement-delivery of the New Shares issued under
the Reserved Share Capital Increases and the Warrants
- Decisions of the CEO recording the
(i) completion of the Reserved Share Capital Increases, (ii)
issuance of the Warrants, (iii) modifications of the Company’s
by-laws in accordance with the Accelerated Safeguard Plan, (iv) the
satisfaction of all conditions precedent relating to the financing
documentation and the (v) Effective Restructuring Date and the
set-off of the Residual Secured Claims, the Unsecured Claims and
the Perpetual Claims
- Decisions of the Board of Directors
(i) noting the resignation of all members of the Company's Board of
Directors, with the exception of Ms. Nathalie Andrieux, (ii)
resolving to co-opt the new members of the Company's Board of
Directors, and (iii) resolving to launch the Reverse Share
Split
|
18 April 2024 |
- Launching of the Reverse Share
Split
|
May 2024 |
- Completion of the Share Capital
Reduction No. 2
|
Dilution resulting from the Reserved
Share Capital Increases and the issue of Warrants: For
information purposes, the theoretical impact of the issue of the
New Shares resulting from the Reserved Share Capital Increases and
the exercise of the Warrants, on the portion of consolidated equity
(Group share) per share (based on the consolidated equity (Group's
share) as of 31 December 2023, as reported in the consolidated
financial statements as of 31 December 2023, and a number of
108,426,230 Shares comprising the Company's share capital at 31
January 2024) would be as follows: (i) before issue of the New
Shares in connection with the Reserved Share Capital Increases and
exercise of the Warrants: n/a (negative amount), (ii) after issue
of the New Shares in connection with the Reserved Share Capital
Increases but before exercise of the Warrants: €0.07, (iii) after
issue of the New Shares in connection with the Reserved Share
Capital Increases and exercise of the Warrants Additional Shares,
the Warrants #1 (at their initial exercise price) and the Warrants
#2 but before exercise of the Warrants #3: 0.06€, (vi) after issue
of the New Shares under the Reserved Share Capital Increases and
exercise of the Warrants Additional Shares, the Warrants #1 and the
Warrants #2 but before exercise of the Warrants #3, after the
Reverse Share Split and the Share Capital Reduction No. 2: 6.33€
(including the Reverse Share Split) and (vii) after issue of the
New Shares under the Reserved Share Capital Increases and exercise
of the Warrants after the Reverse Share Split and Share Capital
Reduction No. 2: 6.59€ (including the Reverse Share Split). For
information purposes, based on the aforementioned number of shares
making up the Company's share capital at 31 January 2024, a
shareholder holding 1% of the Company's share capital prior to the
said Issuances would hold 0.003% of the Company's share capital
after the issue of the New Shares under the Reserved Share Capital
Increases and the exercise of the Warrants.Indicative
breakdown of share capital and voting rights following the
Company's Financial Restructuring (on a fully diluted
basis):
Holder |
Capital |
Theoretical voting rights |
Number |
% |
Number |
% |
Existing shareholders |
108,426,230 |
0.3% |
155,490,741 |
0.4% |
Including Groupe Rallye (including Fiducie Rallye / Equitis
Gestion: 1,032,988 shares) |
45,023,620 |
0.1% |
89,013,622 |
0.2% |
Including Vesa Equity Investment (investment holding of Daniel
Křetínský) |
10,911,354 |
0.0% |
10,911,354 |
0.0% |
Including Fimalac Group (Marc de Lacharrière - Fimalac) / Fimalac
Developpement / Gesparfo) |
13,062,408 |
0.0% |
13,062,408 |
0.0% |
Including Casino’s employees benefiting from company savings
plan |
1,234,469 |
0.0% |
2,281,538 |
0.0% |
Including Treasury Shares (auto-détention and auto-contrôle) |
809,150 |
0.0% |
809,150 |
0.0% |
Including Public |
37,385,229 |
0.1% |
39,412,669 |
0.1% |
Consortium |
22,591,361,781 |
52.2% |
22,591,361,781 |
52.1% |
Including Share Capital Increased Reserved to the Consortium
SPV |
21,264,367,816 |
49.1% |
21,264,367,816 |
49.0% |
Including Warrants #1 |
1,055,844,290 |
2.4% |
1,055,844,290 |
2.4% |
Including Warrants #2 |
271,149,674 |
0.6% |
271,149,674 |
0.6% |
Participants Backstop Share Capital Increase |
5,965,292,841 |
13.8% |
5,965,292,841 |
13.8% |
Participants Share Capital Increase Reserved for Secured
Creditors |
9,112,583,488 |
21.0% |
9,112,583,488 |
21.0% |
Participants Share Capital Increase Reserved for Unsecured
Creditors |
1,789,906,287 |
4.1% |
1,789,906,287 |
4.1% |
Including Warrants #3 |
1,082,917,221 |
2.5% |
1,082,917,221 |
2.5% |
Perpetual Creditors equitized |
146,421,410 |
0.3% |
146,421,410 |
0.3% |
Warrants #1 (excluding Consortium) |
1,055,844,290 |
2.4% |
1,055,844,290 |
2.4% |
Warrants #2 (excluding Consortium) |
271,149,674 |
0.6% |
271,149,674 |
0.6% |
Warrants Additional Shares |
2,275,702,846 |
5,3% |
2,275,702,846 |
5.2% |
Total |
43,316,688,847 |
100.0% |
43,363,753,358 |
100.0% |
Following completion of the Financial
Restructuring, which is expected to take place by the end of March
2024, the Company's capital structure and control will change; the
Group will be controlled by France Retail Holdings, which in turn
is indirectly controlled by Mr. Daniel Křetínský. The impact of the
restructuring on control of the Company is more fully described in
section 2 of the URD. A shareholders’ agreement would be entered
into between the shareholders of France Retail Holdings. On 9
January 2024, the AMF granted an exemption from the obligation for
the members of the Consortium acting in concert and their
investment vehicle (France Retail Holdings) to file a draft public
offer for Casino shares.Estimated expenses related to the
Reserved Share Capital Increase and the Warrants issues:
For information purposes, all expenses related to the restructuring
(including expenses related to the Reserved Share Capital Increases
and the Warrants issues) are currently estimated at an amount of
approximately 125 million euros, of which 40 million euros were
paid at 31 December 2023. In addition, the Unsecured Creditors and
the Perpetual Creditors having acceded to the Lock-up Agreement at
the latest on the Last Accession Date will benefit from a specific
support fee on the Effective Restructuring Date (for a total amount
of approximately 6,8 million euros). It is specified that the
expenses relating to the Reserved Share Capital Increases and the
issuance of the Warrants will be financed exclusively from the
Group's available cash and the setting up of new financing
lines.Expenses billed to the investor by the
Company: Not applicable
4.2 - Why is this prospectus being
prepared?
This Prospectus has been prepared in connection
with the admission of the New Shares and Warrants #1 and Warrants
#3 to trading on Euronext Paris. The information contained in this
Prospectus allows to restore, in all material respects and as far
as necessary, equal access between the various shareholders and
investors to information relating to the Company. It is reminded
that the Issuances will result from the implementation of the
Accelerated Safeguard Plan. With the exception of the Reverse Share
Split and Share Capital Reduction No. 2, all transactions provided
for in the Accelerated Safeguard Plan, form an indissociable whole,
so that if one of the transactions were not to be carried out, none
of them would be implemented. The Accelerated Safeguard Plan is
expected to be implemented by 30 April 2024 at the latest, or such
other date as may be determined in accordance with the Accelerated
Safeguard Plan and the Lock-up Agreement.Reason for
Issuances and use of proceeds: Context of
Issuances: Fiscal year 2022 and the first semester 2023
were characterized by high inflation in food prices, leading the
Group to face a decline in sales in its HM/SM due to losses in
market share as a result of a pricing policy superior to that of
its competitors. Furthermore, operating cash flow generation in
France before implementation of the asset disposal plan for 2022
was negative at 524m euros. In this context, on 5 October 2023, the
Group entered into a lock-up agreement (the "Lock-up
Agreement") relating to its Financial Restructuring, with,
on the one hand, EP Equity Investment, an entity controlled by Mr.
Daniel Křetínský, Fimalac and Attestor and, on the other hand,
creditors economically holding 75% of the TLB, major commercial
banking groups and certain of the aforementioned creditors
economically holding 92% of the RCF, as well as holders of the HY
Quatrim Bonds representing 58% of these bonds. On 25 October 2023,
the Paris Commercial Court opened accelerated safeguard proceedings
in respect of the Company and certain of its subsidiaries (Casino
Finance, DCF, CPF, Quatrim, Ségisor and Monoprix) for an period of
2 months, renewed for a further 2 months. Casino's Accelerated
Safeguard Plan and those of the said subsidiaries incorporate the
restructuring terms agreed in the Lock-up Agreement. Their main
objectives are as follows: (i) a share capital increase of 1.2bn
euros, (ii) a capital conversion of 3.5bn euros excluding Perpetual
Claims, (iii) the refinancing of 2.6bn euros of debt and (iv) the
maintenance of operational financing of 1.2 billion
euros.Consolidated net working capital: As of the
date of approval of this Prospectus, and prior to the
implementation of the Accelerated Safeguard Plan for its benefit
(and for the benefit of certain of its subsidiaries), the Company
does not have sufficient consolidated net working capital to meet
its future obligations over the next twelve months. In the absence
of the completion of the Financial Restructuring, the Company
estimates that approximately 7.4 billion euros will be required to
cover its liquidity needs, from 1st April 2024, over the next 12
months (i.e. until the end of March 2025). Measures planned as part
of the conciliation and accelerated safeguard proceedings ensure
that the Company has sufficient cash to finance its up to the
effective completion of the Financial Restructuring, expected at
the end of March 2024, allowing the Group to cover its liquidity
needs for the 1st quarter of 2024, estimated at around 600 million
euros. The completion by the end of March 2024 of the Financial
Restructuring will meet the Group's estimated liquidity needs until
the end of March 2025, in accordance with the accelerated safeguard
plan approved by the Paris Commercial Court on 26 February 2024,
and this by taking into account the impact of the disposal of HM/SM
assets over the same period under the agreements with Groupement
Les Mousquetaires, Auchan Retail and Carrefour. Under these
conditions, consolidated net working capital would be sufficient to
meet the Company's obligations over the next twelve months from the
date of approval of the Prospectus. Governance and restrictions on
the transfer of Shares: The completion of the Financial
Restructuring of the Group will result in a change of control of
the Group to France Retail Holdings S.à.r.l. (an entity ultimately
controlled by Mr. Daniel Křetínský) On the date of the Financial
Restructuring, Mr. Jean-Charles Naouri will resign from all his
functions with immediate effect; as well as all members of Casino
Board of Directors, with the exception of Ms Nathalie Andrieux. The
overall composition of the Board of Directors will be proposed by
the Consortium. It is envisaged that the Company will refer to the
AFEP-MEDEF Code recommendations, it being specified that the
composition and powers of the audit committee and the Compensation
and Appointments Committee will comply with the recommendations of
the said Code. The Company will remain listed on Euronext Paris.
Expert's report: The Company voluntarily appointed
Sorgem Evaluation, located at 11 rue Leroux, 75116 Paris, and
represented by Mr. Maurice Nussenbaum, as an independent expert, in
accordance with article 261-3 of the AMF's general regulations, to
give an opinion on the fairness of the terms and conditions of the
Company's restructuring from the point of view of current
shareholders. The conclusion of this opinion is as follows: "Under
these conditions, we are of the opinion that the financial terms
and conditions of the proposed restructuring plan are fair to
CASINO's current shareholders".Use and estimated net amount
of proceeds:
The funds raised in cash within the framework of
the Share Capital Increase Reserved for the Consortium SPV and of
the Backstopped Share Capital Increase for an amount of €
1,199,999,999.97 (including issue premium) will be used as follows:
(i) up to an amount of 220 million euros for repayment of Group
Public Liabilities, (ii) up to an amount of around 260 million
euros, to redeem in full (y) the Regera Bonds and (z) other
borrowings and financial debt, and to pay accrued and overdue
interest and fees in cash (other than those to be converted into
equity in connection with the Reserved Share Capital Increases);
and (iii) the balance being retained by the Company to meet (x) its
financial requirements (including the payment of fees and costs
related to the restructuring, in particular, the amount of
commissions due to creditors having adhered to the Lock-up
Agreement payable on the Effective Restructuring Date and (y) any
delay in the redeployment of Casino Group. By way of indication,
all the expenses relating to the restructuring (including the
expenses relating to the Reserved Capital Increases and the
Warrants issuances) are currently estimated at an amount of around
125 million euros, of which 40 million euros had been paid by 31
December 2023.
Underwriting agreement with firm
commitment: Not applicable.
Lock-up Agreement: In
accordance with the Lock-up Agreement and subject to certain
exceptions, (i) France Retail Holdings undertakes not to sell or
transfer the New Shares subscribed for in the Share Capital
Increase Reserved for the Consortium SPV for a period of 4 years
from the subscription date nor (ii) any share subscribed for in the
context of the Backstopped Share Capital Increase by the
beneficiaries of the Backstopped Share Capital Increase may not be
sold or transferred in any manner whatsoever for a period of 6
months from the subscription date. Main conflicts of
interest: Not applicable, it being specified that VESA
Equity Investment, an affiliate of EPGC, is an existing Casino
shareholder with a 10.06% stake in the Company, and the Fimalac
group, is also an existing Casino shareholder.
1 It being specified that any member of the
Backstop Group may, in due course, designate one or more of its
Affiliates to make the Backstop Undertaking.2 Only the number of
HM/SM sold in the first wave at 30 September 2023 has been deducted
from the HM/SM stock as at 31 December 2023.3 Voting rights that
may again be exercised if the shares to which they are attached
cease to be treasury shares or treasury stock.4 Voting rights that
may again be exercised if the shares to which they are attached
cease to be treasury shares or treasury stock.
- 2024 03 12 - PR - Availability of the prospectus
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