Not for distribution directly or indirectly
in the United States, Canada, Australia or Japan
Regulatory News:
Carrefour (Paris:CA) announces that Atacadão
S.A. (Grupo Carrefour Brasil), the parent company of all Groupe
Carrefour’s activities in Brazil, filed on June 28th, 2017 with the
Brazilian Securities Commission (CVM) the Brazilian Preliminary
Prospectus in connection with its initial public offering (IPO),
aiming at listing the shares of Grupo Carrefour Brasil on the Novo
Mercado segment of the São Paulo stock exchange. This second filing
follows the first filing announced on May 23rd, 2017, and is also
the object today of a notice to the market in Brazil. Grupo
Carrefour Brasil’s activities include Carrefour’s hypermarkets,
supermarkets, convenience stores, financial solutions and
complementary services as well as Atacadão’s cash & carry and
wholesale operations.
The IPO will consist in a base offering including (i) a primary
offering of 205,882,353 shares to be issued by Grupo Carrefour
Brasil as part of a share capital increase representing 10.4% of
its share capital after completion of the base offering and (ii) a
secondary offering of 91,261,489 shares to be sold by Carrefour and
Península. As part of the secondary tranche of the base offering,
Carrefour and Península will offer respectively, 34,461,489 and
56,800,000 shares of Grupo Carrefour Brasil, representing 1.7% and
2.9% of its share capital after completion of the base
offering.
In addition to the base offering, Península may sell up to an
aggregate of 59,428,768 additional shares at the date of the
pricing (“Secondary Hot Issue”). Furthermore, Carrefour has granted
an option to the Brazilian underwriters in connection with this
offering to place up to 44,571,576 additional shares held by
Carrefour to cover over-allotments, if any, exercisable up to
30 days after the starting date of trading of Grupo Carrefour
Brasil’s shares on the São Paulo stock exchange (“Secondary
Greenshoe”).
The indicative price range of the IPO is between R$15.0 and
R$19.0 per share, which would result in a total base offering size
of between R$4.5bn (€1.2bn1) and R$5.6bn (€1.5bn), and an overall
equity value, post-money, of Grupo Carrefour Brasil at IPO of
between R$29.7bn (€7.9bn) and R$37.6bn (€10.0bn).
Subject to market conditions, it is expected that the IPO will
be priced on July 18th, 2017 and that Grupo Carrefour Brasil’s
shares will start trading on the São Paulo stock exchange on July
20th, 2017.
Information regarding the potential IPO of Grupo Carrefour
Brasil, including the Brazilian Preliminary Prospectus, is
available in Portuguese on the websites of Grupo Carrefour Brasil
(at http://www.grupocarrefourbrasil.com.br), the Brazilian
underwriters, the CVM and the São Paulo stock exchange.
____________________
1 Reference exchange rate EUR/BRL: 3.757
Península’s call option
On June 15th, 2017, Península notified the exercise of its call
option to acquire from Carrefour 71,003,063 Grupo Carrefour Brasil
shares, representing 4.0% of its share capital prior to the
completion of the IPO. Consummation of the purchase and sale of the
shares subject to Península’s call option is conditional to the
completion of the IPO.
Grupo Carrefour Brasil shareholding
structure after completion of the IPO
Following completion of the base offering of the IPO and after
the transfer of the shares subject to Península’s call option,
Carrefour would hold 73.5% of Grupo Carrefour Brasil, Península
would hold 11.5% and Grupo Carrefour Brasil’s free float would be
15.0%. If both the Secondary Hot Issue and the Secondary Greenshoe
are exercised, and after the transfer of the shares subject to
Península’s call option, Carrefour would hold 71.3% of Grupo
Carrefour Brasil, Península would hold 8.5% and Grupo Carrefour
Brasil‘s free float would be 20.3%. In any case, Groupe Carrefour’s
stake in Grupo Carrefour Brasil upon completion of the IPO shall
not be below 71.3%.
The shares of Grupo Carrefour Brasil held by Carrefour and
Península will be subject to customary lock-up restrictions
pursuant to Novo Mercado regulations and market practices.
Grupo Carrefour Brasil will trade on the São Paulo stock
exchange under the ticker CRFB3.
Change in the date of Groupe
Carrefour’s Q2 2017 sales release
As a consequence of the IPO of Grupo Carrefour Brasil, Carrefour
is advancing to July 6th, 2017 (post-market closing) the
publication of its 2017 second quarter sales release, previously
scheduled for July 12th, 2017 (pre-market opening). Carrefour
confirms that its 2017 half-year results will be presented on
August 30th, 2017 (post-market closing).
This press release does not constitute an offer of securities
for sale in Brazil. Grupo Carrefour Brasil’s IPO shall take place,
should market conditions permit to do so, by means of the offering
documents filed with the CVM to be released in compliance with the
Brazilian securities regulation, including Portuguese language
Prospectuses. Investors must carefully read the Prospectuses,
especially the "Risk Factors" section of Grupo Carrefour Brasil’s
Prospectuses and Reference Form, prior to making any investment in
Grupo Carrefour Brasil's shares, if and when any offering takes
place.
This press release is not intended for publication or
distribution, directly or indirectly, in or into the United States.
This press release does not constitute an offer of securities for
sale in the United States. The securities mentioned in this press
release have not been, and will not be, registered under the U.S.
Securities Act of 1933, as amended (the Securities Act), or any
state securities laws, and they may not be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements of the Securities Act.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170628006353/en/
Investor relations (Groupe Carrefour):Mathilde Rodié,
Anne-Sophie Lanaute, Louis IgonetTel France: +33 (0)1 41 04 28
83orShareholder relations:Tel France: +33 (0)805 902 902 (n°
vert)orGroup press relations:Tel France: +33 (0)1 41 04 26 17
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