Casino Group Communication
Not for publication, release, or distribution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
Completion of the transactions involving
Casino's share capital provided for in Casino's accelerated
safeguard plan
Suspension of trading in Casino shares on 27
March 2024
Paris, 25 March 2024
As part of the financial restructuring of
Casino, Guichard-Perrachon ("Casino"), Casino announces the
decision taken today by Casino’s chairman and chief executive
officer using the sub-delegation granted by Casino’s board of
directors to carry out the following transactions, subject to the
delivery of the required depositary certificates by Casino's
statutory auditors and by Casino’s account-holding
institution :
- the 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),
by issuing 9,112,583,408 new Casino ordinary shares, which amounts
to 91,125,834.08 euros, to be subscribed on 27 March 2024 by
offsetting its amount against the Residual Secured Claims (as the
equivalent French term is defined in the Accelerated Safeguard
Plan) (the "Share Capital Increase Reserved for Secured
Creditors");
- the 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), by issuing 706,989,066 new ordinary
shares to each of which is attached a warrant giving right to
subscribe to ordinary shares at an exercise price per share equal
to 0.1688 euro per share, giving the right, together, to subscribe
for a total number of 1,082,917,221 new Casino ordinary shares (the
"Warrants #3") which amounts to a nominal value of
7,069,890.66 euros, to be subscribed on 27 March 2024 by offsetting
its amount of the Unsecured Claims (as the equivalent French term
is defined in the French version of the Accelerated Safeguard Plan)
(the "Share Capital Increase Reserved for Unsecured
Creditors");
- the 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) by issuing 146,421,410 new ordinary
shares which amounts to a nominal value of 1,464,214.10 euros, to
be subscribed on 27 March 2024 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 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 Accelerated Safeguard Plan) by issuing
21,264,367,816 new ordinary shares, of a gross amount, including
share premium, of nine hundred and twenty-five million euros (€
925,000,000), to be subscribed by France Retail Holdings on 26
March 2024 in full and in cash, at a subscription price (share
premium included) of 0.0435 euro per new share issued pursuant to
said capital increase (the "Share Capital Increase Reserved for
the Consortium SPV");
- the 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 (as this term is defined hereinafter) in accordance with
the Lock-up Agreement (as the equivalent French term is defined in
the Accelerated Safeguard Plan) and the Backstop Group (as the
equivalent French term is defined in the Accelerated Safeguard
Plan) or, as the case may be, their respective Affiliate(s) by
issuing 5,965,292,805 new ordinary shares for a 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 issued
pursuant to said capital increase, subscribed in full and in cash
between 14 March 2024 and 22 March 2024 (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 2,275,702,822 warrants at an exercise price of one
euro cent (€0.01) giving the right to subscribe to one (1) new
Casino ordinary 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 of 2,111,688,559 warrants at an initial exercise
price of 0.0461 euro, giving the right to subscribe to one (1) new
Casino ordinary 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”);
- the issue of 542,299,330 warrants at an exercise price of
0.0000922 euro each, giving the right to subscribe to one (1) new
Casino ordinary 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 Accelerated Safeguard
Plan) or, as the case may be, the Initial Backstop Group’s
respective Affiliate(s) (the “Warrants #2” and together
with the Warrants Additional Shares, the Warrants #1 and the
Warrants #2, the "Warrants") and (together with the new
shares issued under the Reserved Share Capital Increases, and on
exercise of the Warrants, the "New Shares").
It should be noted that the Reserved Share
Capital Increases and the Warrants’ issues are part of Casino's
accelerated safeguard plan approved by the Paris Commercial Court
on 26 February 2024 (the "Accelerated Safeguard Plan").
Impact of the Reserved Share Capital
Increases on the distribution of share capital
A shareholder holding 1% of Casino's share
capital prior to the Reserved Share Capital Increases and the
Warrants issues would see his shareholding decrease (on a diluted
basis) to 0.003% of Casino's share capital and 0.003% after
exercise of all the warrants, following completion of the Reserved
Share Capital Increases provided for in the Accelerated Safeguard
Plan.
Settlement and delivery
Casino’s chairman and chief executive officer,
using of the sub-delegation granted by Casino’s board of directors,
has decided today, subject to the delivery of the required
depositary certificates by Casino's statutory auditors and by
Casino’s account-holding institution, to request:
- the admission of the New Shares issued in connection with the
Reserved Share Capital Increases to trading on Euronext Paris as
soon as they are issued, on the same quotation line as Casino's
existing shares (ISIN code FR0000125585);
- the admission of the Warrants #1 to trading on Euronext Paris
as soon as they are issued, under ISIN code FR001400OJ72 and the
denomination CASINO GP BSA #1; and
- the admission of the Warrants #3 to trading on Euronext Paris
as from their issue, under ISIN code FR001400OJ98 and the
denomination CASINO GP BSA #3.
The issue of the New Shares, the
settlement-delivery of the New Shares and the Warrants and the
admission of the New Shares, the Warrants #1 and the Warrants #3 to
trading on Euronext Paris will occur on 27 March 2024, subject to
the delivery of the required depositary certificates by Casino's
statutory auditors and by Casino’s account-holding institution, in
accordance with the Prospectus approved by the AMF on 12 March 2024
under number 24-068.
The New Shares will immediately entitle their
holders to any distributions declared by Casino from the issue
date. They will be immediately fungible with Casino's existing
shares, and will be traded on the same line under ISIN code
FR0000125585.
Casino will issue a new press release following
the effective completion of the above-mentioned capital
transactions.
Prospectus availability
The prospectus (the "Prospectus")
approved by the Autorité des Marchés Financiers ("AMF")
under number 24-068 dated 12 March 2024, consisting of (i) Casino's
universal registration document filed with the AMF on 12 March 2024
under number D.24-0095 (the "Universal Registration
Document"), (ii) a securities note dated 12 March 2024 (the
"Securities Note") and (iii) a summary of the Prospectus
(included in the Securities Note).
The Prospectus is available on the AMF website
(www. amf-france.org) and Casino's website
(https://www.groupe-casino.fr/en/investors/share-capital-transactions/#).
Copies of the Prospectus are available free of charge from Casino's
head office (1, Cours Antoine Guichard 42000 Saint-Etienne,
France).
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.
Suspension of trading in Casino
shares
Trading in Casino shares will be suspended on 27
March and is expected to resume on 28 March 2024 at market opening
(subject to successful completion of the financial
restructuring).
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
05ordirectiondelacommunication@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
- 2024 03 25 - PR - Casino Group Communication
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