Successful implementation of Casino Group’s financial restructuring
Paris, 28 March 2024
Casino, Guichard-Perrachon ("Casino") announces the effective completion of its financial restructuring.
All the transactions provided for in Casino's accelerated safeguard plan approved by the Paris Commercial Court on 26 February 2024 (the "Accelerated Safeguard Plan") and the accelerated safeguard plans of its concerned subsidiaries1 approved by the Paris Commercial Court on 26 February 2024, have been implemented on 27 March 2024.
As a result of these transactions, Casino's share capital is comprised of 37,304,080,735 shares, representing 37,351,145,246 theoretical voting rights.
Thus, Mr. Philippe Palazzi acknowledged that the Effective Restructuring Date (as this term is defined in the Accelerated Safeguard Plan) occurred on 27 March 2024.
The completion of Casino’s financial restructuring resulted in a change of control of Casino group (the "Group") to France Retail Holdings S.à.r.l. (an entity ultimately controlled by Mr. Daniel Křetínský).
Effective completion of the financial restructuring
All transactions provided for in the Accelerated Safeguard Plan have been completed, in particular the capital transactions described in the press release published by Casino on 25 March 2024.
Trading in Casino shares, which has been suspended since market close on 26 March 2024, will resume this morning at market opening.
Composition of Casino’s board of directors
The new board of directors of Casino (the "Board of Directors") is now composed as follows:
- Mr. Laurent Pietraszewski: chairman of the Board of Directors;
- Mr. Philippe Palazzi: director and chief executive officer;
- Ms. Nathalie Andrieux, Ms. Elisabeth Sandager, Ms.Athina Onassis, Mr. Pascal Clouzard and Mr. Branislav Miškovič: directors; and
- Mr. Thomas Piquemal, Mr. Thomas Doerane and Mr. Martin Plavec: censors (censeurs).
Mr. Thomas Doerane, censor appointed on the proposal of Trinity Investments Designated Activity Company, whose management company is Attestor Limited, has today informed Casino of his decision to temporarily renounce, with immediate effect from his appointment and until further notice, his position as censor on the Board of Directors of Casino and on its Strategic Committee, in order to prevent Trinity, Attestor, their affiliates and/or representatives from holding insider information concerning the Group.
In accordance with Casino's bylaws, a proposal will be made to the next general meeting of Casino shareholders convened on 11 June 2024, to ratify these appointments, which will be made on a provisional basis by co-option in accordance with Casino's bylaws.
The employee representative will be appointed at a later date, in accordance with the applicable legal and statutory provisions.
Composition of the committees of the Board of Directors
Casino refers to the recommendations of the AFEP-MEDEF code, it being specified that the composition and powers of the audit committee and the nominations and remuneration committee comply with the recommendations of the AFEP-MEDEF code.
Composition of Casino's new strategic committee
The composition of Casino's strategic committee (the "Strategic Committee") is as follows:
- Mr. Philippe Palazzi
- Mr. Branislav Miškovič
- Mr. Martin Plavec
- Mr. Thomas Piquemal
- Mr. Thomas Doerane
- Mr. Pascal Clouzard, non-voting
Composition of Casino’s new audit committee
The composition of Casino's audit committee (the "Audit Committee") is as follows:
- Mr. Pascal Clouzard
- Ms. Nathalie Andrieux
- Mr. Branislav Miškovič
- Mr. Martin Plavec
Composition of Casino’s new nominations and remuneration committee
The composition of Casino's nominations and remuneration committee (the "Nominations and Remuneration Committee") is as follows:
- Ms. Elisabeth Sandager
- Ms. Nathalie Andrieux
- Mr. Branislav Miškovič
Composition of Casino’s new governance and CSR committee
The composition of Casino's governance and CSR committee (the "Governance and CSR Committee") is as follows:
- Ms. Nathalie Andrieux
- Ms. Elisabeth Sandager
- Ms. Athina Onassis
Composition of Casino’s new executive committee
The composition of Casino's executive committee (the "Executive Committee") is as follows:
- Mr. Philippe Palazzi, Chief Executive Officer
- Ms. Esther Bitton, Director of Mergers and Acquisitions
- Ms. Estelle Cherruau, Director of Human Resources
- Ms. Angelique Cristofari, Chief Financial Officer
- Ms. Magali Daubinet-Salen, Managing Director, Distribution Casino France
- Mr. Hervé Daudin, Director of Merchandise, Chairman of Achats Marchandises Casino
- Mr. Vincent Doumerc, Managing Director of Franprix
- Mr. Alfred Hawawini, Director of Transformation and Strategy
- Mr. Thomas Métivier, Managing Director, Cdiscount, Cnova
- Mr. Christophe Piednoël, Director of Communications, Public Affairs and CSR
- Mr. Guillaume Sénéclauze, Managing Director, Monoprix / Naturalia
- Ms. Stéphanie Zolesio, Chairman of Casino Immobilier and Fintech activities
Next steps
The next steps in the Group's financial restructuring are as follows:
- the trading of Casino shares, which has been suspended since 27 March 2024, will resume on this morning at market opening;
- the following transactions involving Casino's share capital will be carried out in April 2024:
(i) a reverse share split of the shares comprising Casino's share capital, such that one hundred (100) ordinary shares with a par value of one euro cent (€0.01) each will be exchanged for one (1) new share with a par value of one (1) euro each, then upon completion of said reverse stock-split;
(ii) a reduction in Casino's share capital by reducing the par value of the shares issued by Casino from one euro (€1.00) to one euro cent (€0.01) per share; and
- Casino's annual general meeting will be held on 11 June 2024.
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.
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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 Casino Finance, Distribution Casino France, Casino Participations France, Quatrim, Ségisor, and Monoprix
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