Casino Group announces the launch of a new unsecured bond
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.fror
+33 (0)1 53 65 24 17
IR_Casino@groupe-casino.fr
PRESS
CONTACTSCasino Group – Direction of
CommunicationStéphanie 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 7Karine
ALLOUIS - +33(0)1 53 70 74 84 -
kallouis@image7.frFranck 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.
- 2021.03.29 - PR - Casino Group announces the launch of a new
unsecured bond
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