Press

Following an amendment to the AMAFI liquidity contrat between the company Rothschild & Cie Banque and the company Casino, Guichard-Perrachon signed on May 13th 2016 , and as per section 12 of this contrat, the company Casino, Guichard-Perrachon has decided to proceed today with a partial withdrawal to the means allocated to the contract of 580,000 shares, in order to proceed to their cancellation.

Casino Group announces its intention to launch a voluntary cash tender offer on the outstanding shares of Cnova N.V. (“Cnova”) held by public shareholders (i.e. shares not held by Casino Group) at an offer price of US$5.50, hence a maximum consideration of US$196m. This contemplated tender offer is conditional upon, amongst others, the completion of the proposed transaction, described below, between Via Varejo and Cnova (composed of Cdiscount and Cnova Brazil).

The tender offer price would represent a 82% premium to the last unaffected share price.

This announcement follows the announcements made by Cnova and Via Varejo S.A. (“Via Varejo”) concerning the possible combination of Cnova Brazil with Via Varejo. Upon the completion of the transaction, Cnova would exclusively own Cdiscount. Via Varejo would merge with Cnova Brazil and would no longer be a shareholder of Cnova. Via Varejo would thus confirm its multi-channel leadership for non-food retail in Brazil.

This transaction aims at simplifying Casino Group’s structure and would allow Cnova to refocus, through Cdiscount, on E-commerce in France, a market where it has a proven leadership position and clear growth prospects.

Casino exercised today its call option on all of the €500m mandatory convertible bonds issued by Monoprix in December 2013, and subscribed by Credit Agricole CIB.

Casino announces the closing of the sale of Big C Vietnam to Central Group, for an enterprise value of €1 billion, implying 2015 multiples of 1.8x net sales, 20.4x EBITDA and 34.4x EBIT.

The proceeds to be received by the Group will amount to €920 million.

Central Group is one of the main family-owned conglomerates in Thailand with interests in real estate, department stores, retailing, hospitality and restaurants.

Casino Group has made significant investments for more than 18 years to develop its subsidiary Big C in Vietnam and to create a leading food retailer in Vietnam. Big C Vietnam consists of a network of 43 stores and 30 shopping malls and has achieved in 2015 a turnover excluding taxes €586 million.

Big C Vietnam has built strong relationships with its Vietnamese suppliers and farmers, its customers, its employees and the local authorities and communities, which allowed the development of modern retail in the country.

Central Group in partnership with Vietnamese group Nguyen Kim will continue the strategy of Big C Vietnam notably regarding sourcing of goods produced in Vietnam for Big C stores.

Casino will continue its sourcing activity of Vietnamese food products distributed in France, Brazil and Colombia.

After the disposal of its subsidiaries Big C Thailand and Big C Vietnam, the deleveraging plan of the Group reaches €4.2 billion.

In France, good performance with +2.9% growth on organic basis and +1.5% on a same-store basis

• Géant Casino: +4.0% of growth (same-store and organic) with positive non-food sales and continuous gains in market share
• Leader Price: continuous growth at +7.2% on organic basis and +4.5% on a same-store basis, with gains in market share
• Performance of the Group’s other banners in line with Q4 2015

In Latin America, food sales up +8.3% on organic basis with a positive inflexion in Brazil (up +5.7% in Q4 2015)

• Exito (excluding Brazil): continuous accelerating growth with good performance in all countries
• GPA Food: net improvement in activity, with organic growth of +7.8%
• Via Varejo: more moderate downturn in sales

E-commerce: growth of gross merchandise volume (GMV) of +4.2% at constant exchange rates

Deleveraging of the Group by €3.3bn and capital gain of €2.4bn

Casino Group has completed today the disposal of its stake in Big C Supercenter PCL, listed in Thailand (« Big C ») to one of the subsidiaries of the TCC group, the BJC group. The disposal proceeds amount to €3.1bn, allowing a €3.3bn deleveraging of the Group with a capital gain of €2.4bn.

The Big C shares, acquired in 1999 for an average price of THB 9 per share, have been sold for THB252,88 per share, a 28% premium to the share price on 14 January 2016. This transaction values Big C at a 2015 sales multiple of c. 1.7x and a 2015 EBITDA multiple of 16.8x.

This disposal is part of the constant policy of key assets’ acquisitions and mature assets’ disposals, led by the Group over the past 10 years.

Finally, as part of this transaction, Cnova completed the disposal of its economic interests in Cdiscount Thailand to the BJC group for a total amount of €28m.

After having confirmed the BBB-/Stable outlook credit rating on December 11th, 2015 and initiated a review process of its appreciation of Casino Group’s credit on January 15th, 2016, Standard & Poor’s (S&P) has decided to lower this rating by one notch to BB+/Stable outlook.

The Group acknowledges this decision.

The Group confirms its France EBITDA guidance of €900m in 2016 and the continuous fast implementation of its delevaraging plan. The completion of the disposal of the Group’s participation in Big C Thailand for €3.1bn is imminent. Furthermore, the disposal process of its activities in Vietnam is progressing well.

The downgrade of the Group’s credit rating will result in a slight increase in the cost of its bond debt (impact estimated at less than €20m before tax in 2016 excluding future bond buybacks already mentioned by Casino) and has no effect on Casino’s liquidity. Before taking into account the deleveraging plan, Casino had at end 2015 a gross cash position of €1.7bn and €3.9bn of undrawn confirmed credit lines, which availability is fully independent from the S&P rating.

Casino Group is also rated by Fitch Ratings which has confirmed its BBB-/Stable Outlook rating in a note published on February 8th. The agency highlighted in particular the improvement in the financial structure thanks to the ongoing deleveraging plan.

The Group reaffirms its operational prospects, mainly focused on a profitable growth in France and on the consolidation of its leadership in Latin America where the development of its activities is based on both retail and commercial real estate.

Group consolidated net sales of €46.1bn, up +1.6% at constant exchange rates

• In France:
  • Marked recovery in activity in H2 2015, and continuous market share gains at Géant Casino and Leader Price
• Internationally:
  • Good performances of Éxito in Colombia, Uruguay and Argentina
  • In Brazil, good resilience of GPA food in Brazil and growth of the share of buoyant formats in the mix
• E-commerce: Continuous growth of Cnova’s gross merchandise volume (GMV) (+16.4% at constant exchange rates in 2015) thanks to the development of the marketplaces

Group Trading Profit of €1,446m, down compared with 2014

• In France, significant recovery in trading profit in H2: €390m (+34.1% compared with H2 2014)
• International operations: satisfactory margins in Latin America despite the decline and stable in Asia
• E-commerce: good operating performance at Cdiscount and negative result in Brazil

Underlying net profit Group share of €412m

Marked reduction in Casino’s financial net debt in France* financial net debt at €6.1bn

Announcement of a deleveraging plan amounting to around €4bn with a significant initial stage of which has been implemented in the first quarter of 2016. Disposal proceeds will be dedicated to continuing the reduction in Casino net debt in France*

Dividend proposed at the Annual General Meeting unchanged at €3.12

Casino announces the signing of a contract to sell and procure to sell its stake in Big C Supercenter PCL, listed in Thailand (“Big C”), for € 3.1 billion (excluding debt) to the TCC Group, one of the leading conglomerates in Thailand, with operations in the retail, commercial and industrial business, food and beverage, finance and insurance, property and real estate, agricultural and agro industrial sectors.

Big C is a leader in food retail and commercial real estate in Thailand, operating a large network of more than 700 stores, including 125 hypermarkets, with a turnover of € 3.4 billion in 2015.

The transaction values Big C at THB 252.88 per share, a 28% premium to the share price on 14 January 2016¹. It implies a 2015 sales multiple of c.1.7x and a last twelve month EBITDA multiple as of end September 2015 of c.16x.

The disposal will allow Casino Group to reduce its debt by € 3.3 bn².

The transaction is not subject to any condition precedent and is expected to be completed by 31 March 2016.

2 Including Big C net financial debt

Appendix

The key terms of the definitive agreement announced today are the following:

• The purchase price will be paid by the TCC Group in Euros at the exchange rate of 39.77 THB for one Euro.

• The price per Big C share is cum dividend and will be reduced by the amount of any dividends received or to be received by Casino Group before closing.

• In case the price of the mandatory tender offer that the TCC Group is required to launch following this transaction is higher, a corresponding price complement will be paid to Casino Group.

• The transaction is not subject to any condition precedent.

• The definitive agreement provides a closing date by 31 March 2016 at the latest.

• Without prejudice to its obligation to purchase, TCC Group agreed to pay a USD600 million fee if the transaction is not closed on 31 March 2016

CP – VA disposal Big C TH – 7 02 2016