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Casino Group announces the launch of a new unsecured bond

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Groupe Casino
·9-min read
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THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF CASINO, GUICHARD-PERRACHON S.A.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT. ANY FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.



Casino Group is launching a
new senior unsecured bond maturing in April 2027

Paris, 29 March 2021,

As part of the debt refinancing transaction announced on 22 March 2021, Casino Group is today launching a new senior unsecured bond maturing in April 2027 with a targeted amount of €425 million.

The new Casino, Guichard Perrachon SA bond will include the same restrictions on dividends as those of the financings undertaken since November 2019. Therefore, dividend payments will be restricted1 unless the Group’s covenant consolidated leverage ratio is below 3.5x post-payment of any dividend2.

Together with the cash raised by the new Term Loan B Facility announced on 22 March 2021, the new bond will be used to reimburse and cancel the Group’s existing Term Loan B Facility maturing in 2024.

The settlement of the transactions is expected to occur in the coming weeks.

This press release does not constitute an offer to subscribe for the securities nor an invitation to participate in the tender offer in or from any country or jurisdiction to whom or in which such offer would be unlawful under the applicable laws and regulations.

This press release does not constitute an offer of securities for sale in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and in accordance with applicable state and local securities laws. There will be no public offering of the securities in the United States in connection with this transaction.

This press release does not constitute a prospectus within the meaning of EU Regulation 2017/1129 (the "Prospectus Regulation").

The securities are not intended to be offered, sold or otherwise made available to retail investors in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of the following persons: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently, no key information document required by EU Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the securities or otherwise make them available to a retail investor in the EEA has been prepared and, therefore, offering or selling the securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The securities are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the United Kingdom (“UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the FSMA by, a person authorized under the FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.

This press release and the offering memorandum related to the securities are for distribution only to, and is directed solely at, persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments (being investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Financial Promotion Order”), (iii) fall within Article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Financial Promotion Order or (iv) to the extent that doing so does not prejudice the lawful distribution of the announcement to the foregoing, are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as “relevant persons”). This press release and the offering memorandum related to the securities are directed only at relevant persons and must not be acted on or relied upon by persons who are not relevant persons. Any investment or investment activity to which this press release and the offering memorandum related to the securities relate is available only to relevant persons and will be engaged in only with relevant persons.

This press release is only intended for qualified investors within the meaning of Article 2(e) of the Prospectus Regulation and in accordance with articles L. 411-1 and L. 411-2 of the French Monetary and Financial Code (Code monétaire et financier).

Forward-Looking Statements

This press release may include forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms as “believe”, “expect”, “anticipate”, “may”, “assume”, “plan”, “intend”, “will”, “should”, “estimate”, “risk” and or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts and include statements regarding Casino, Guichard-Perrachon S.A.’s (the “Company”), or any of its affiliates’ (the “Group”) intentions, beliefs or current expectations concerning, among other things, the Company’s or any of its affiliates’ results of operations, financial condition, liquidity, prospects, growth, strategies and the industries in which they operate. 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. Readers are cautioned that forward-looking statements are not guarantees of future performance and that the Company’s or any of its affiliates’ actual results of operations, financial condition and liquidity, and the development of the industries in which they operate may differ materially from those made in or suggested by the forward-looking statements contained in this press release. In addition, even if the Company’s or any of its affiliates’ results of operations, financial condition and liquidity, and the development of the industries in which they operate are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.

The forward-looking statements and information contained in this announcement are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.


ANALYST AND INVESTOR CONTACTS

Lionel BENCHIMOL – +33 (0)1 53 65 64 17
lbenchimol@groupe-casino.fr

or

+33 (0)1 53 65 24 17
IR_Casino@groupe-casino.fr

PRESS CONTACTS
Casino Group – Direction of Communication
Stéphanie ABADIE - sabadie@groupe-casino.fr - +33 (0)6 26 27 37 05

or

+33(0)1 53 65 24 78 - directiondelacommunication@groupe-casino.fr

Agence IMAGE 7
Karine ALLOUIS - +33(0)1 53 70 74 84 - kallouis@image7.fr
Franck PASQUIER – Tel : +33 (0)1 53 70 74 91 - fpasquier@image7.fr



1 The Group also has an envelope allowing for the payment of an ordinary dividend, which will be calculated as 50% of the cumulated underlying net profit (Group share), including the contribution of discontinued operations since October 2019 at the French perimeter (including e-commerce), with a floor of €100 million distributable every year starting in 2021, plus an additional envelope of €100 million that will be available in one or several installments over the life of the new senior unsecured bond (Cf. 22 October 2019 press release).

2 Loans and borrowings over EBITDA ratio on France (including e-commerce) perimeter, as defined in 2019 financing documentation. As of 31 December 2020, this ratio was 5.0x.


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