Carrefour Launches the Disposal of 12.7 Million Treasury Shares
March 23 2015 - 12:50PM
Business Wire
Regulatory News :
Carrefour (Paris:CA) announces today the launch of the disposal
of 12.7 million treasury shares, representing about 1.73% of its
share capital, through a private placement by way of an accelerated
bookbuilding.
Of the 12.7 million treasury shares to be sold, 9.3 million
shares are directly owned by Carrefour and 3.4 million shares were
indirectly owned through an equity swap. These shares correspond to
the excess coverage of Carrefour’s obligations under stock option
plans and free share allotments.
Carrefour has committed not to issue or transfer shares, subject
to certain usual exceptions, including the payment of the dividend
in shares, for a period of 90 calendar days (from the day of the
settlement and delivery).
This transaction is part of Carrefour’s continued strict
financial discipline with the objective of maintaining its BBB+
rating.
The private placement will be conducted by Société Générale
Corporate & Investment Banking, acting as Global Coordinator
and Joint Bookrunner, and BNP Paribas, acting as Joint Bookrunner.
The results of the private placement will be released after closing
of the books.
About CarrefourThe Carrefour Group is the leading
retailer in Europe and the second-largest retailer in the world,
employing 365,000 people. With more than 10,800 stores in more than
30 countries, Carrefour generated sales under banners of €100.5
billion in 2014. As a multi-local, multi-format, and multi-channel
retailer, Carrefour is a partner for daily life. Every day,
Carrefour welcomes more than 10 million customers around the
world.
For more information: www.carrefour.com and @CarrefourGroup on
Twitter
This press release is for information purposes only and does not
constitute an offer to sell and the offering of the Carrefour
shares does not constitute a public offering of securities in any
country, including France.
In France, the offer is made through a private placement
pursuant to article L. 411-2-II of the Code Monétaire et Financier
and no prospectus has been or will be approved by the Autorité des
marchés financiers. The offer will not be made to the public and
only qualified investors, as defined in accordance with Articles
L.411-2, D.411-1, D.744-1, D.754-1 and D.764-1 of the French Code
Monétaire et Financier, may participate in this offer.
With respect to the member States of the European Economic Area
other than France (the "Member States") which have implemented
Directive 2003/71 of the European Parliament and the Council of
November 4th, 2003 (as amended in each member State, the
"Prospectus Directive"), no action has been undertaken or will be
undertaken to make an offer to the public of Carrefour securities
which would require the publication of a prospectus in any of the
Member States. As a consequence, the Carrefour shares may be
offered in the Member States only to qualified investors, as
defined in the Prospectus Directive and provided that this offer
does not require the publication of a prospectus by the Company or
Société Générale or BNP Paribas pusuant to the provisions of
Article 3 of the Prospectus Directive or a supplement to the
prospectus pursuant to the provisions of Article 16 of the
Prospectus Directive.
This press release shall be distributed, directly or indirectly,
in the United Kingdom only to (i) persons who are investment
professionals within the meaning of Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the
"FSMA") or (ii) high net worth entities, and other persons to whom
it may lawfully be communicated, falling within Article 49(2)(a) to
(d) of the FSMA (all such persons together being referred to as
“relevant persons”). The Carrefour shares are only available to,
and any invitation, offer or agreement to subscribe, purchase or
otherwise acquire such Carrefour shares will only be engaged in
with, relevant persons. Any person who is not a relevant person
should not act or rely on this document or any of its contents.
This press release and any information contained herein shall
not be published or distributed, directly or indirectly, in the
United States, Canada, Australia or Japan.
This announcement is not an offer to sell, or the solicitation
of an offer to buy, any securities. The offer and sale of the
securities referred to in this announcement has not been, nor will
it be, registered under the U.S. Securities Act of 1933, as amended
(the “Securities Act”), and the securities may not be offered or
sold in the United States absent such registration or pursuant to
an available exemption, or a transaction not subject to, the
registration requirements of the Securities Act. There will be no
public offering of the securities in the United States in
connection with this transaction.
Any investment decision to buy Carrefour shares shall be made
solely on the basis of publicly available information regarding
Carrefour.
Société Générale and BNP Paribas are registered with the
Autorité de contrôle prudentiel et de résolution for the provision
of investment and banking services. Société Générale and BNP
Paribas are acting in the name of Carrefour (and excluding any
other person) in the context of this placement and shall not be
held liable in any respect to any other person than Carrefour, with
respect to the warranties given to Société Générale and BNP
Paribas’s clients or in the context of the provision of advice
relating to the placement.
Release, publication or distribution of this press release is
forbidden in any country where it would violate applicable laws or
regulations.
Not to be released, published or distributed
directly or indirectly in the USA, Canada, Australia or
Japan
CarrefourGroup Communications, Tel : +33 (0) 1 41 04 26
17orInvestor relations Tel : +33 (0) 1 41 04 28 83
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