Casino Group: Successful implementation of Casino Group’s financial
restructuring
Successful implementation of Casino
Group’s financial restructuring
Paris, 28 March 2024
Casino, Guichard-Perrachon
("Casino") announces the effective completion of
its financial restructuring.
All the transactions provided for in Casino's
accelerated safeguard plan approved by the Paris Commercial Court
on 26 February 2024 (the "Accelerated Safeguard
Plan") and the accelerated safeguard plans of its
concerned subsidiaries1 approved by the Paris Commercial Court on
26 February 2024, have been implemented on 27 March 2024.
As a result of these transactions, Casino's
share capital is comprised of 37,304,080,735 shares, representing
37,351,145,246 theoretical voting rights.
Thus, Mr. Philippe Palazzi acknowledged that the
Effective Restructuring Date (as this term is defined in the
Accelerated Safeguard Plan) occurred on 27 March 2024.
The completion of Casino’s financial
restructuring resulted in a change of control of Casino group
(the "Group") to France Retail Holdings
S.à.r.l. (an entity ultimately controlled by Mr. Daniel
Křetínský).
Effective completion of the financial
restructuring
All transactions provided for in the Accelerated
Safeguard Plan have been completed, in particular the capital
transactions described in the press release published by Casino on
25 March 2024.
Trading in Casino shares, which has been
suspended since market close on 26 March 2024, will resume this
morning at market opening.
Composition of Casino’s board of
directors
The new board of directors of Casino (the
"Board of Directors") is now composed as
follows:
- Mr. Laurent
Pietraszewski: chairman of the Board of Directors;
- Mr. Philippe
Palazzi: director and chief executive officer;
- Ms. Nathalie
Andrieux, 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
(censeurs).
Mr. Thomas Doerane, censor appointed on the
proposal of Trinity Investments Designated Activity Company, whose
management company is Attestor Limited, has today informed Casino
of his decision to temporarily renounce, with immediate effect from
his appointment and until further notice, his position as censor on
the Board of Directors of Casino and on its Strategic Committee, in
order to prevent Trinity, Attestor, their affiliates and/or
representatives from holding insider information concerning the
Group.
In accordance with Casino's bylaws, a proposal
will be made to the next general meeting of Casino shareholders
convened on 11 June 2024, to ratify these appointments, which will
be made on a provisional basis by co-option in accordance with
Casino's bylaws.
The employee representative will be appointed at
a later date, in accordance with the applicable legal and statutory
provisions.
Composition of the committees of the
Board of Directors
Casino refers to the recommendations of the
AFEP-MEDEF code, it being specified that the composition and powers
of the audit committee and the nominations and remuneration
committee comply with the recommendations of the AFEP-MEDEF
code.
Composition of Casino's new strategic
committee
The composition of Casino's strategic committee
(the "Strategic Committee") is as follows:
- Mr. Philippe
Palazzi
- Mr. Branislav
Miškovič
- Mr. Martin
Plavec
- Mr. Thomas
Piquemal
- Mr. Thomas
Doerane
- Mr. Pascal
Clouzard, non-voting
Composition of Casino’s new audit committee
The composition of Casino's audit committee (the
"Audit Committee") is as follows:
- Mr. Pascal
Clouzard
- Ms. Nathalie
Andrieux
- Mr. Branislav
Miškovič
- Mr. Martin
Plavec
Composition of Casino’s new nominations and
remuneration committee
The composition of Casino's nominations and
remuneration committee (the "Nominations and Remuneration
Committee") is as follows:
- Ms. Elisabeth
Sandager
- Ms. Nathalie
Andrieux
- Mr. Branislav
Miškovič
Composition of Casino’s new governance and CSR
committee
The composition of Casino's governance and CSR
committee (the "Governance and CSR Committee") is
as follows:
- Ms. Nathalie
Andrieux
- Ms. Elisabeth
Sandager
- Ms. Athina
Onassis
Composition of Casino’s new executive
committee
The composition of Casino's executive committee
(the "Executive Committee") is as follows:
- Mr. Philippe
Palazzi, Chief Executive Officer
- Ms. Esther
Bitton, Director of Mergers and Acquisitions
- Ms. Estelle
Cherruau, Director of Human Resources
- Ms. Angelique
Cristofari, Chief Financial Officer
- Ms. Magali
Daubinet-Salen, Managing Director, Distribution Casino France
- Mr. Hervé
Daudin, Director of Merchandise, Chairman of Achats Marchandises
Casino
- Mr. Vincent
Doumerc, Managing Director of Franprix
- Mr. Alfred
Hawawini, Director of Transformation and Strategy
- Mr. Thomas
Métivier, Managing Director, Cdiscount, Cnova
- Mr. Christophe
Piednoël, Director of Communications, Public Affairs and CSR
- Mr. Guillaume
Sénéclauze, Managing Director, Monoprix / Naturalia
- Ms. Stéphanie
Zolesio, Chairman of Casino Immobilier and Fintech activities
Next steps
The next steps in the Group's financial
restructuring are as follows:
- the trading of
Casino shares, which has been suspended since 27 March 2024, will
resume on this morning at market opening;
- the following
transactions involving Casino's share capital will be carried out
in April 2024:
(i) a reverse share split of
the shares comprising Casino's share capital, such that one hundred
(100) ordinary shares with a par value of one euro cent (€0.01)
each will be exchanged for one (1) new share with a par value of
one (1) euro each, then upon completion of said reverse
stock-split;
(ii) a reduction in Casino's
share capital by reducing the par value of the shares issued by
Casino from one euro (€1.00) to one euro cent (€0.01) per share;
and
- Casino's annual
general meeting will be held on 11 June 2024.
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, an 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.
***
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
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