Announcement of Intention to Delist American Depositary Shares From the New York Stock Exchange and Subsequent Arrangements
20 Dezember 2024 - 12:27PM
Business Wire
Almacenes Éxito S.A. (BVC: EXITO; NYSE: EXTO; B3: EXCO32)
("Éxito" or "the Company") informs its shareholders and the market
in general that today its Board of Directors approved the
commencement of the process to: (i) voluntarily delist its American
depositary shares (“ADSs”), each representing eight common
shares of the Company, from the New York Stock Exchange (the
“NYSE”); and (ii) deregister the Company’s securities under
the U.S. Securities Exchange Act of 1934, as amended (the
“Exchange Act”), after taking into account a number of
considerations, including the Company’s current reduced free float
(13.2%), which is distributed between Colombia with 1.6%, the
United States with 1.6% and Brazil with 10%, which represents an
opportunity for the Company to look forward to a more efficient
structure for all stakeholders.
The Company’s decision to embark on a process to delist and
deregister its securities is not driven by costs or concerns
regarding compliance with the requirements and regulations required
to maintain a listing on the NYSE or the other stock exchanges
where it has a presence, but rather the proposal is focused on
facilitating a more efficient structure, concentrating its float in
the Colombian market, which is its natural market, to increase the
liquidity of its stock and maximize the return to all its
shareholders.
The Company intends to file a Form 25 with the United States
Securities and Exchange Commission (the “SEC”) on December
30, 2024 to delist its ADSs from the NYSE. The delisting of the
ADSs from the NYSE is expected to become effective ten days
thereafter. The last day of trading of the ADSs on the NYSE is
expected to be on or after January 9, 2025. From and after that
date, the ADSs of the Company will no longer be listed and traded
on the NYSE.
Today the Company has also directed JPMorgan Chase Bank N.A.
(“JPMorgan”) to terminate its ADS program after delisting
its ADSs from the NYSE. Consequently, and in accordance with the
terms of the deposit agreement and the ADSs, JPMorgan will provide
a notice of termination to all ADS holders containing relevant
information for ADS holders regarding required actions. The
effective date of the termination of the ADS program will be
January 21st, 2025. Between the delisting of the ADSs from the NYSE
and the termination of the ADS program, the ADSs may continue to be
traded over-the-counter. After the termination of the ADS program,
the Company does not intend to seek a listing or registration of
its securities on a U.S. national securities exchange or for their
quotation in a quotation medium in the United States. However, the
Company´s common shares will continue to be traded on The Stock
Exchange of Colombia – Bolsa de Valores de Colombia (the
“BVC”). The Company will also continue to comply with its
information disclosure and other obligations as a listed issuer
under the relevant rules of the BVC as well as other applicable
laws and regulations. The Company is currently evaluating its
performance as a foreign private issuer in Brazil to determine the
alternatives for its sponsored Brazilian depositary share (BDR)
program in Brazil and will maintain its shareholders and the market
in general informed of any developments in that regard.
Once the delisting has become effective and the criteria for
deregistration have been satisfied, the Company intends to file a
Form 15F with the SEC to deregister the Company’s securities under
the Exchange Act. Thereafter, all of the Company’s reporting
obligations under the Exchange Act will be suspended unless the
Form 15F is subsequently withdrawn or denied. Deregistration and
termination of the Company’s reporting obligations under the
Exchange Act are expected to become effective 90 days after its
filing of Form 15F. Once the Form 15F is filed, the Company will
publish the information required under Rule 12g3-2(b) of the
Exchange Act on its website, https://www.grupoexito.com.co. Until
such time, and for the time being, the Company will continue to be
registered under Exchange Act and will continue to comply with its
reporting obligations under the Exchange Act.
The Company reserves its rights in all respects, for any reason,
to delay or withdraw the aforementioned filings prior to their
effectiveness and will issue any further announcement if required
under the listing rules or other applicable laws and
regulations.
Important Notice Regarding Forward-Looking
Statements:
This press release contains forward-looking statements. These
statements are statements that are not historical facts, and are
based on management's current view and estimates of future economic
circumstances, industry conditions, company performance and
financial results. The words "anticipates", "believes",
"estimates", "expects", "plans" and similar expressions, as they
relate to the Company, are intended to identify forward-looking
statements. Statements regarding the declaration or payment of
dividends, the implementation of principal operating and financing
strategies and capital expenditure plans, the direction of future
operations and the factors or trends affecting financial condition,
liquidity or results of operations are examples of forward-looking
statements. Such statements reflect the current views of management
and are subject to a number of risks and uncertainties. There is no
guarantee that the expected events, trends or results will actually
occur. The statements are based on many assumptions and factors,
including general economic and market conditions, industry
conditions, and operating factors. Any changes in such assumptions
or factors could cause actual results to differ materially from
current expectations.
Additional Information:
This press release is not an offer of securities for sale in the
United States, Colombia, Brazil or elsewhere. It is merely intended
for information purposes, under the terms of the applicable laws
and regulations, and shall not, in any circumstances, be deemed or
considered as an investment recommendation, an offer for sale, or a
solicitation or offer for acquisition of securities of the
Company.
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version on businesswire.com: https://www.businesswire.com/news/home/20241219351958/en/
For further information, please contact: Éxito Investor
Relations Department Email: ainvestor@grupo-exito.com Telephone:
+57 (604) 604 9696 ext: 306560
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