Casino Group: Reverse share split
24 Abril 2024 - 10:45AM
Casino Group: Reverse share split
Casino launches reverse share
split
Paris, 24 April 2024
Casino, Guichard-Perrachon
("Casino ") announces today (i) the implementation
of the reverse share split of its share capital through the
exchange of one hundred (100) existing shares for one (1) new share
and (ii) the reduction in share capital by reducing the nominal
value of shares decided by the Board of Directors of Casino on 24
April 2024, in accordance with the twelfth and thirteenth
resolutions approved by the shareholders meeting as a class of
parties affected by Casino’s accelerated safeguard plan approved by
the Paris Commercial Court on 26 February 2024, on 11 January 2024
(the "Shareholders' Meeting").
These technical adjustments are purely
arithmetical and have no impact on the value of Casino shares held
by each shareholder.
The reverse share split will have no impact on
the terms of participation in the Annual General Meeting of
shareholders to be held on 11 June 2024, the effective date of the
reverse share split occurring after 11 June 2024.
Terms and conditions of the reverse
share split
- Start
date of the reverse share split: the reverse share split
will start, at the earliest, at the end of a period of fifteen (15)
days from the date of publication of the reverse share split
notice, to be published by the Company in the Bulletin des Annonces
Légales Obligatoires (BALO) on 29 April 2024, i.e. on 14 May
2024
- Basis
for consolidation: exchange of one hundred (100) existing
shares with a nominal value of one euro cent (€0.01) for one (1)
new share with a nominal value of one euro (€1) and current
dividend rights.
- Number
of existing shares subject to the reverse share split:
thirty-seven billion three hundred and four million eighty thousand
seven hundred and thirty-five (37,304,080,735) shares, each with a
nominal value of one euro cent (€0.01), corresponding to the total
number of shares comprising the Company's share capital (subject to
the exercise of any share warrants issued by the Company).
- Number
of new shares to be issued on consolidation: three hundred
and seventy-three million, forty thousand, eight hundred and seven
(373,040,807) shares, each with a nominal value of one euro (€1.00)
(subject to the exercise of warrants issued by the Company)1.
The final number of new shares resulting from
the reverse share split will be recorded by the Board of Directors
or by the Chief Executive Officer at the end of the reverse share
split2.
-
Consolidation period: from 14 May 2024 (included)
to 13 June 2024 (included).
-
Securities forming an allotment: the conversion of
existing shares into new shares will be carried out
automatically.
-
Fractional shares: shareholders who do not hold a
number of existing shares corresponding to a whole number of new
shares must personally purchase or sell fractional shares in order
to obtain a multiple of one hundred (100) until 13 June 2024
(included). After this deadline, shareholders who have not been
able to obtain a number of shares in multiples of one hundred (100)
will be compensated by their financial intermediary in accordance
with Articles L. 228-6-1 and R. 228-12 of the French Commercial
Code and market practice.
Non-consolidated shares will be delisted at the
end of the consolidation period.
-
Centralization: all transactions relating to the
reverse share split will take place at Uptevia, 90-110, Esplanade
du Général de Gaulle - 92931 Paris La Défense Cedex, appointed as
centralizing agent for the reverse share split. In accordance with
Articles L. 228-6-1 and R. 228-12 of the French Commercial
Code, any new shares that cannot be allotted individually and that
correspond to fractional rights will be sold on the stock market by
the account holders, and the proceeds of the sale will be allocated
in proportion to the fractional rights of the holders of these
rights.
The old shares subject to the reverse share will
be admitted to trading on the regulated market of Euronext Paris
under ISIN code FR0000125585, until 13 June 2024, the last day of
trading. The new shares resulting from the reverse share split will
be admitted to trading on the Euronext regulated market in Paris
from 14 June 2024, the first day of trading, and will be assigned
the following ISIN code: FR001400OKR3.
-
Suspension of the rights of holders of securities giving
access to the capital: as part of the implementation of
this reverse share split, the Company has, in accordance with
Articles L. 225-149-1 and R. 225-133 of the French Commercial Code,
informed the holders of each class of share warrants of the
temporary suspension of the right to exercise the share warrants
from 6 May 2024 (included) until 17 June 2024 (included).
-
Adjustment of the exercise parity of warrants and free
share allotment rights: following the reverse share split,
the exercise parity of warrants issued by the Company on 27 March
2024 and free share allotment rights under the Company's current
free share allotment plans will be adjusted to take account of the
reverse share split, in accordance with the terms and conditions
applicable to each of the concerned instruments.
- Voting
rights: the new shares will immediately carry double
voting rights, provided they are held in registered form, if at the
date of the reverse share split each of the old shares from which
they are issued carried double voting rights. In the event of a
reverse share split of existing shares that have been registered
since different dates, the period used to assess the double voting
rights of the new shares will be deemed to begin on the most recent
date on which the existing shares were registered.
A notice of the reverse share split will be
published in the Bulletin des Annonces Légales Obligatoires (BALO)
on 29 April 2024.
Terms and conditions of reduction in
share capital motivated by losses by reducing the nominal value of
Casino shares
At its meeting of 24 April 2024, Casino's Board
of Directors decided to implement the capital reduction in
accordance with the terms of the authorization granted to it by
Shareholders' Meeting.
The nominal value of each Company share will be
reduced from one euro (€1.00) to one euro cent (€0.01),
representing a reduction of ninety-nine euro cents per share. The
amount of this capital reduction will be allocated to a special
reserve account entitled "Special reserve arising from the Capital
Reduction n°2 decided on January 11, 2024" and may only be used to
offset losses incurred by the Company.
After the capital reduction, the nominal value
of the new shares will be identical to the par value of the
existing shares (before the reverse share split).
The reduction in nominal value is a purely
technical operation, with no impact on the market value of Casino
shares or on the number of shares outstanding.
Until 26 April 2024, existing Casino shares
(FR0000125585) will remain eligible for the Service de Règlement
Différé (SRD) and may therefore continue to be subject to deferred
settlement.
As from 26 April 2024, they will no longer be
eligible for the SRD and will have to be settled in cash until
their last trading day, i.e. 13 June 2024.
Timetable of transactions involving
Casino share capital
25 April 2024 |
Publication by Euronext of the notice announcing that the shares
issued by Casino will no longer be eligible for the Deferred
Settlement Service (SRD) with effect from 27 April 2024
(inclusive) |
29 April 2024 |
Publication of the reverse share split notice in the Bulletin des
Annonces Légales Obligatoires (BALO), also announcing the period of
suspension of the exercise of securities giving access to the share
capital in the BALO |
6 May 2024 |
Opening of the period of suspension of the exercise of securities
giving access to the share capital |
10 May 2024 |
Publication by Euronext of the notice announcing the launch of the
reverse split of the shares issued by Casino |
14 May 2024 |
Launching of the reverse share split |
From 14 May to 13 June 2024 |
Exchange period (30 days) |
13 June 2024 |
Last day of trading of non-consolidated shares (old shares) |
14 June 2024 |
- Effective date of the reverse share
split
- Delisting of old shares
- Listing of new shares under new
ISIN code (consolidated shares)
- Effective date of reduction in
share capital by reducing the nominal value of Casino shares
|
17 June 2024 |
Record date |
18 June 2024 |
Closing of the period of suspension of the exercise of securities
giving access to the share capital: Resumption of the right to
exercise securities giving access to the share capital |
18 June 2024 |
Delivery of new shares |
From 18 June to 18 July 2024 |
Period of sale of new shares that could not be allocated
individually and corresponding to fractional rights (30 market
practice days). Indemnification of the concerned shareholders for
their share of the proceeds from the sale of fractional
shares. |
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 17
or
IR_Casino@groupe-casino.fr - Tel: +33 (0)1 53 65
24 17
PRESS RELATIONS
Casino Group – Communications
department
Stéphanie ABADIE -
sabadie@groupe-casino.fr - Tel : +33 (0)6 26 27 37 05
or
directiondelacommunication@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
1 The number of shares resulting from the
reverse share split may be adjusted in the event that holders of
securities giving access to the capital exercise them outside the
period of suspension of their right to exercise. The definitive
number of shares resulting from the reverse share split will be
recorded by the Board of Directors or by the Chief Executive
Officer at the end of the reverse share split.2 The number of
shares resulting from the reverse share split may be adjusted in
the event that holders of securities giving access to the capital
exercise their rights outside the period of suspension of their
exercise rights. The final number of shares resulting from the
reverse share split will be recorded by the Board of Directors or
by the Chief Executive Officer of the Company at the end of the
reverse share split.
- 2024 04 24 - PR - Reverse share split
Casino Guichard Perrachon (EU:CO)
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