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Casino Group: Success of the Group financing transactions for a total amount of €1.8bn

Groupe Casino

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 QUATRIM S.A.S.

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 THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.


Success of the Group financing transactions for a total amount of €1.8bn

Paris, 7 November 2019.

In the context of its refinancing plan announced on 22nd October, the Casino Group announces the successful syndication of a €1,000m term loan B and placement of a €800m secured high yield bond, both maturing in January 2024.

The new Group financings thus amount to €1.8bn, €300m higher than the €1.5bn target amount announced previously. This reflects the large oversubscription of these instruments by investors.

This additional amount will increase the size of the tender offer on the existing bonds maturing in 2020, 2021 and 2022, which was launched on 5 November and is expected to close on 12 November.

The term loan margin will be Euribor + 5.5%1 and the bond coupon will be 5.875%.

In the context of these financing transactions, the Group plans, as already announced to provide security over the following assets:

  • The term loan investors will benefit from security over the main French operating subsidiaries, Casino Finance and the French holding companies owning the Group’s stakes in Latin America;
  • The investors of the high yield bond, issued by Quatrim, a 100%-controlled indirect subsidiary of Casino, Guichard-Perrachon will benefit from security over the shares of Immobilière Groupe Casino, which itself owns approximately €1.0bn of real estate assets in France.

This transaction results in an extension of the average debt2 maturity from 3.3 years to 3.9 years. Combined with the new revolving credit facility that is being put in place for an amount of approximately €2,0bn and a maturity in October 20233, this refinancing plan also improves the Group’s liquidity with an average maturity of credit lines in France increasing from 1.6 years to 3.6 years.

This strengthening of the capital structure will allow the Group to fully focus on reaching its operating, financial and strategic objectives as well as executing its asset disposal plan.

The completion of these transactions is expected by the end of November.

This press release constitutes a public disclosure of inside information by the Group under Regulation (EU) 596/2014 (16 April 2014) and Implementing Regulation (EU) No 2016/1055 (10 June 2016).

The Offering is being made by means of an offering memorandum. This press release does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other security in any jurisdiction and shall, in any circumstance, not constitute an offer, solicitation or sale in the United States or in any jurisdiction in which, or to any persons to whom, such offering, solicitation or sale would be unlawful.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any U.S. state securities laws, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state and local securities laws. Accordingly, the Notes are being offered and sold in the United States only to (i) qualified institutional buyers in accordance with Rule 144A under the Securities Act and (ii) to non-U.S. persons outside the United States in offshore transactions in accordance with Regulation S under the Securities Act. Any public offering of securities to be made in the United States will be made by means of an offering memorandum that may be obtained from the Issuer and that will contain detailed information about the Issuer, the Group and its management, as well as financial statements.

No action has been, or will be, taken in any jurisdiction (including the United States) by the Issuer that would result in a public offering of the Notes or the possession, circulation or distribution of any offering memorandum or any other material relating to the Issuer or the Notes in any jurisdiction where action for such purpose is required.

The offering memorandum related to the Notes has not been prepared in the context of a public offering other than to qualified investors in France within the meaning of Article L. 411-1 of the French Monetary and Financial Code and Title I of Book II of the Règlement Général of the Autorité des marchés financiers (the French Financial Markets Authority) (the “AMF”) and therefore has not been and will not be submitted for clearance to the AMF. Consequently, the Notes are not being offered directly or indirectly to the public in France other than to qualified investors and the offering memorandum has not been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France other than to qualified investors. Offers, sales and distributions of the Notes have been and shall only be made in France to qualified investors (investisseurs qualifiés) within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended or superseded, the “Prospectus Regulation”) and in accordance with Articles L. 411-1 and L. 411-2 of the French Monetary and Financial Code. The direct or indirect distribution to the public in France of the Notes so acquired may be made only as provided by Articles L. 411-1 to L. 411-4, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Monetary and Financial Code.

This press release and the offering memorandum related to the Notes are for distribution only to, and is directed solely at, (x) persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”), or (iii) are high net worth entities falling within Article 49(2) of the Order and (y) any other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). This press release and the offering memorandum related to the notes are directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this press release and the offering memorandum related to the Notes relate is available only to relevant persons and will be engaged in only with relevant persons.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a retail investor means a person who is one (or more) of: (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 Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

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 the Group’s or any of its affiliates’ intentions, beliefs or current expectations concerning, among other things, the Group’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 Group’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 Group’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 Group 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.

In connection with the issuance of the Notes, a stabilizing manager (or any person acting on behalf of such stabilizing manager) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, there is no assurance that the stabilizing manager (or any person acting on behalf of the stabilizing manager) will undertake stabilization action. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may be ended at any time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the allotment of the Notes. Any stabilization action or over-allotment must be conducted by the stabilizing manager (or person acting on behalf of the stabilizing manager) in accordance with all applicable laws and rules.

                                      ANALYST AND INVESTOR CONTACTS
Régine GAGGIOLI – +33 (0)1 53 65 64 17
rgaggioli@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
Grégoire LUCAS - gregoire.lucas@image7.fr




1 If Euribor is negative, it will be deemed equal to zero



2 Bond debt and term loan



3 Cf. press release issued this morning.




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