Casino completes reverse share split Adjustments to the warrants
exercise parity and allocation rights under free share allocation
plans
Casino completes reverse share
split
Adjustments to the warrants exercise
parity and allocation rights under free share allocation
plans
Paris, 14 June 2024
Casino, Guichard-Perrachon
(“Casino”) today announces (i) the completion 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 effectiveness of the share capital reduction through a decrease
in the par value of the shares decided by Casino’s Board of
Directors meeting on 24 April 2024, in accordance with the twelfth
and thirteenth resolutions approved by Casino's shareholders in a
meeting of the parties affected by Casino's safeguard plan approved
by the Paris Commercial Court on 26 February 2024, dated 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.
Terms and conditions of the reverse
share split
The main features of this reverse share split,
as detailed in the notice of reverse share split published in the
Bulletin des Annonces Légales Obligatoires (BALO) on 29 April 2024
and in the press release published by Casino on 24 April 2024, are
as follows:
- 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-nine billion five hundred and seventy-four million
forty-four thousand four hundred and twenty-nine (39,574,044,429)
shares, each with a par value of one euro cent (€0.01).
- Number of
new shares to be issued on consolidation: three hundred
and ninety-five million seven hundred and forty thousand four
hundred and forty-four (395,740,444) shares with a par value of one
euro (€1.00) each.
-
Centralization: new shares resulting from the
reverse split were admitted to trading on the Euronext regulated
market in Paris from 14 June 2024, the first day of trading, and
were assigned the following ISIN code: FR001400OKR3.
New shares resulting from the reverse split will
be eligible for the SRD (Service de Règlement Différé) from 14 June
2024.
Shareholders who are unable to obtain a number
of old shares that is a multiple of one hundred (100) will be
compensated for their fractional rights within a maximum period of
30 days from the date of delivery (Payment Date) by their financial
intermediary, i.e. up to and including 18 July 20241. Shareholders
are invited to contact their financial intermediary if they have
any questions on this subject.
Terms and conditions of the share
capital reduction motivated by losses through a reduction in the
par value of Casino shares
During its meeting held on 24 April 2024,
Casino's Board of Directors decided to implement the share capital
reduction in accordance with the terms of the authorization granted
to it by the Shareholders’ Meeting, subject to the completion of
the Casino reverse share split transactions.
As a result, the par value of each Casino share
has been 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 share capital reduction has been allocated to a
special reserve account entitled “Special reserve arising from
Share Capital Reduction no. 2 decided on 11 January 2024”, and may
only be used to offset losses incurred by Casino.
It is reminded that the reduction in par value
is a purely technical operation, with no impact on the market value
of Casino shares or on the number of shares outstanding.
Consequently, Casino's share capital is now set
at three million nine hundred and fifty-seven thousand four hundred
and four euros and forty-four cents (€3,957,404.44), divided into
three hundred and ninety-five million seven hundred and forty
thousand four hundred and forty-four (395,740,444) fully paid-up
shares with a par value of one euro cent (€0.01) each.
Technical adjustments to the exercise
parity and exercise price, if any, of warrants issued by
Casino
As a result of the reverse share split, and by
decision of the CEO dated 14 June 2024, the exercise parity and
exercise price, if any, of the warrants issued by Casino on 27
March 2024 are adjusted in accordance with the following terms, set
out in the notice of reverse share split published in the Bulletin
des Annonces Légales Obligatoires on 29 April 2024:
- one hundred (100)
Warrants #1 will entitle their holders, as from the end of the
period of suspension of the right to exercise the Warrants #1, i.e.
18 June 2024, to subscribe to one (1) new ordinary share at a price
per new ordinary share of 4.61 euros (i.e. 0.0461 euro per Warrant
#1), the Warrants #1 in circulation on the date hereof thus giving
entitlement, in the event of exercise, to a maximum total number of
21,116,885 new ordinary shares of Casino with a par value of 0.01
euro each;
- one hundred (100)
Warrants #2 will entitle the holder, as from the end of the period
of suspension of the right to exercise the Warrants #2, i.e. 18
June 2024, to subscribe to one (1) new ordinary share at a price
per new ordinary share of 0.0092 euros (i.e. 0.000092 euro per
Warrant #2), the Warrants #2 outstanding on the date hereof thus
entitling the holder, in the event of exercise, to a maximum total
number of 396,436 new ordinary shares of Casino with a par value of
0.01 euro each;
- one (1) Warrant #3
will entitle the holder, as from the end of the period of
suspension of the right to exercise the Warrants #3, i.e. 18 June
2024, to subscribe for approximately 0.015 new ordinary shares at a
price per new ordinary share of 16.88 euros (corresponding to an
exercise parity of two hundred (200) Warrants #3 for three (3) new
ordinary shares), the Warrants #3 outstanding on the date hereof
thus entitling the holder, in the event of exercise, to a maximum
total number of 10,604,835 new ordinary shares of Casino with a par
value of one euro cent (€0.01) each; and
- one hundred (100)
Warrants Additional Shares will entitle their holders, as from the
end of the period of suspension of the right to exercise the
Warrants Additional Shares, i.e. 18 June 2024, to subscribe for one
(1) new ordinary share at a price per new ordinary share equal to
the par value of the ordinary share, the Warrants Additional Shares
outstanding on the date hereof thus entitling their holders to a
maximum total number of 5,083,947 new ordinary shares of Casino
with a par value of one euro cent (€0.01) each.
Technical adjustments to allocation
rights under Casino free share allocation plans
Pursuant to a CEO decision dated 14 June 2024,
the free shares allocation rights under existing Casino free shares
allocation plans (the “Plans”) have been adjusted
to take account of this reverse share split transaction.
Consequently, the number of shares to be
allocated to each beneficiary of the Plans has been adjusted to
correspond to the product of (i) the number of free shares to be
allocated to each beneficiary of the Plans prior to the start of
the reverse share split and (ii) the ratio between the number of
new shares comprising the Company's share capital after the reverse
share split and the number of existing shares comprising the
Company's share capital prior to the reverse share split, i.e.
1/100, it being specified that where the number of free shares
calculated in this way is not a whole number, the number of free
shares to be allocated to the beneficiary of the said free shares
will, for each holder, be rounded down to the nearest whole number
of shares (in accordance with the doctrine of the French tax
authorities).
***
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, 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.
***
ANALYSTS AND INVESTORS
CONTACTS
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 CONTACTS
Groupe Casino Communications
Stéphanie ABADIE -
sabadie@groupe-casino.fr – Tel: +33 (0)6 26 27 37
05ordirectiondelacommunication@groupe-casino.fr - Tel: + 33(0)1 53
65 24 78
Agence IMAGE 7
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
1 With the exception of beneficiaries of free
shares granted under a free share allocation plan, who are
currently in a holding period (période de conservation), in
accordance with tax doctrine.
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