Press

Following the launch of new Cdiscount websites in Thailand, Vietnam, Colombia, Ecuador and Ivory Coast, Cnova N.V. (part of Groupe Casino) continues its internationalization with the opening of its Cdiscount.com website to internet users in Belgium.

Cdiscount.com is answering the increasing demand from Belgian internet users by providing them with the same product offerings and services as are available in France, allowing them to benefit from the “best products at the best prices”.

All the orders will be shipped from France and customers will be able to choose between home delivery and pick-up points according to their preference:

• For small product orders (less than 30 kg);
• 545 pick-up points will be available throughout Belgium;
• Or they can be delivered within 2 days via TNT;
• For heavy products (30 kg or more), home delivery will be operated by carriers selected by Cdiscount.com;
• The main international credit cards and payment systems will be accepted (Visa, MasterCard and PayPal).

Casino successfully issued a new 12-year bond of €900 million. It is the first 12-year Eurobond completed by an issuer rated BBB-.

This new bond has been significantly oversubscribed by a diversified investor base and will pay a coupon of 2.798%, the lowest coupon ever for the Group.

This operation strengthens the Group’s liquidity and extends the average maturity of Casino’s bond debt from 5.5 to 6.3 years. Proceeds will be used for General Corporate Purposes including repayments of maturing debt.

Casino is rated BBB- stable by Standard & Poor’s and Fitch Ratings.

Crédit Agricole CIB, Goldman Sachs, J.P. Morgan, Mizuho, Royal Bank of Scotland, Santander and UBS acted as joint bookrunners.

Jean-Charles Naouri, Chairman and Chief Executive Officer of Casino Group, stated:

 “H1 2014 confirms the recovery underway at Géant in France. The robust operating performance of our convenience and supermarkets banners in France together with the excellent performance from international businesses, particularly in Brazil, enabled the Group to record a +5.8% increase in underlying net profit, Group share, at constant exchange rates in H1 2014, against a background of substantial price cuts at Leader Price.”

+13.3% ORGANIC GROWTH IN TRADING PROFIT TO €880 MILLION, AND UNDERLYING NET PROFIT, GROUP SHARE OF €176 MILLION, UP +5.8% AT CONSTANT EXCHANGE RATES 

As exchange rates have negatively impacted the translation into euros of international subsidiaries’ results, analyses of activities and operating results are presented below on an organic basis (i.e. at constant scope and exchange rates).

 Strong organic growth in activity in Q2 in line with the previous quarter

In the second quarter of 2014, the Group’s consolidated sales totalled €11.9 billion, with organic growth(1) of +6.5%. In France, organic growth in sales (excluding petrol and calendar) of -0.2% in the second quarter marked an improvement on the first quarter thanks to the business recovery at Géant. Internationally, the Group continued to post very robust organic growth (+10.9% in organic in Q2, +11% in Q1 2014). Lastly, non-food e-commerce business in France and Brazil posted growth in business volumes of +23.9% at Cdiscount and +44.1% at Nova Pontocom in Q2 2014.

 Increase in EBITDA and trading profit on an organic basis in H1 2014

In H1 2014, Group EBITDA stood at €1,353 million, up +9.1% on an organic basis, and trading profit grew by +13.3% to €880 million. The EBITDA margin increased by +17bp and the trading margin rose by +26bp.

In France, after taking into account the deconsolidation of Mercialys, EBITDA and trading profit were down moderately. At Casino, the operational efficiency plans have offset the investments in pricing. Margins remained solid at Monoprix and Franprix. Profitability at Leader Price declined under the impact of the price cuts implemented since Q4 2013.

Internationally, all operations recorded an organic increase in profitability in the first half. Trading profit for the food activities in Latin America increased by +18.4%. Latam electronics business and furniture (Viavarejo) and Asia food retail increased respectively by +34.2% and by +6%.

E-commerce generated EBITDA of €7 million in H1 2014 versus €2 million in H1 2013.

(1) Excluding petrol and calendar effect

 Net underlying profit, Group share, and net financial debt

Net finance costs for the period amounted to €311 million (vs. €309 million in H1 2013) and the income tax expense was €179 million (vs. €192 million). The share of profits of associates was €30 million (vs a loss of €2 million) and now includes Casino’s share of Mercialys results.

Net underlying profit, Group share, came to €176 million, down -8.9%, due mainly to the impact of translation into euro of the results of foreign subsidiaries. Adjusted for exchange rate fluctuations, net underlying profit, Group share, increased by +5.8%.

Net financial debt stood at €7,836 million at 30 June 2014, down by €1,020 million compared with the end of H1 2013. Given the seasonality in cash flows, debt will continue to decrease in the second half.

 Perspectives for the second half of 2014

In the second half of 2014, the Group will pursue its strategy aimed at:

– Rolling out the discount banners

– Strengthening the positioning on premium formats

– Accelerating expansion in convenience

– Becoming a leading player in non-food e-commerce.

Moreover, the Group confirms its targets for 2014:

– A return to positive organic sales growth in France

– Continued strong organic sales growth internationally

– Further trading profit growth in organic terms

– Continued improvement in the financial structure.

Net underlying profit corresponds to net profit from continuing operations adjusted for the impact of other operating income and expense (as defined in the “Significant Accounting Policies” section of the notes to the annual consolidated financial statements), non-recurring financial items and non-recurring income tax expense/benefits.

Non-recurring financial items include fair value adjustments to certain financial instruments at fair value whose market value may be highly volatile. For example, fair value adjustments to financial instruments that do not qualify for hedge accounting and embedded derivatives indexed to the Casino share price are excluded from net underlying profit.

Non-recurring income tax expense/benefits correspond to tax effects related directly to the above adjustments and to direct non-recurring tax effects. In other words, the tax on underlying profit before tax is calculated at the standard average tax rate paid by the Group.

APPOINTMENTS

Jean-Jacques CHARHON – Chief Financial Officer

David MOSSÉ – General Counsel

Cnova, a company which combines the e-Commerce businesses of Cdiscount (in France, Latin America, Asia and Africa) and Nova Pontocom (in Brazil), announces the appointments, as of today, of Jean-Jacques CHARHON, as Chief Financial Officer and David MOSSÉ, as General Counsel. As part of his duties, Jean-Jacques Charhon will also be responsible for the relations with investors.

• Jean-Jacques Charhon (49 years-old), a graduate of the Université Libre of Bruxelles (Belgium), previously served as chief financial officer in various international Groups in Europe and in the United States. He began his career in 1989 at Solvay Group as Financial Controller. He then joined Quaker Oats where he had roles of increasing responsibility including Head of Finance of Spillers Petfood France (1993-1997). He then joined General Electric in the United States as Chief Financial Officer of GE Global Exchange Services (1997-2002), then Novartis in Switzerland as Chief Financial Officer of the Consumer Health division (2002-2007). He came back to General Electric in the United States as Chief Financial Officer of GE Healthcare Clinical Systems (2007-2010) and lastly Hewlett-Packard in the United States as Chief Financial Officer and then Chief Operating Officer of HP Enterprise Services (2010-2014).

• David Mossé (41 years-old), a graduate of Duke University and the New York University School of Law, has pursued his professional path entirely in the United States. He began his career in 1997 as a Corporate Associate for Cravath, Swaine & Moore LLP (USA). In 2003, he then joined Triarc Companies, Inc. (USA), a holding company of consumer businesses, as Vice President and Assistant General Counsel and in 2005, the investment management firm Trian Partners (USA) as Senior Counsel, Chief Compliance Officer and Investment Team Member. Since 2010, he held the position of General Counsel and Chief Strategy Officer of Dick’s Sporting Goods, Inc. (USA).

About Cnova 
Cnova is one of the largest global e-Commerce companies and includes the businesses of Cdiscount in France, Colombia, Thailand and Vietnam and Nova Pontocom in Brazil. Cnova offers its over 12.1 million active customers access to a wide assortment of more than 10.4 million product offerings through a combination of attractive pricing and highly differentiated delivery and payment solutions. www.cnovagroup.com

CASINO GROUP

ANALYSTS AND INVESTORS CONTACTS
Régine GAGGIOLI – Tel: +33 (0)1 53 65 64 17
rgaggioli@groupe-casino.fr
or
+33 (0)1 53 65 64 18
IR_Casino@groupe-casino.fr

Group External Communication 
Aziza BOUSTER – Tel: +33 (0)1 53 65 24 78
Mob: +33 (0)6 08 54 28 75
abouster@groupe-casino.fr

Casino Group announced today the signing with Coopérateurs de Normandie-Picardie and Mutant Distribution of a commitment to purchase 63 stores operated under the banners « Mutant Express, Point Coop, C. Express and Le Mutant », in exchange for an exclusivity agreement.

This transaction would enable the Group to develop its convenience stores network in the region Normandie-Picardie. Cumulated sales of the 63 stores were €37 million in 2013.

The information and consultation process with Coopérateurs de Normandie-Picardie’s and Mutant Distribution’s work councils has been initiated.

ANALYSTS AND INVESTORS CONTACTS
Régine GAGGIOLI – Tel: +33 (0)1 53 65 64 17
rgaggioli@groupe-casino.fr

or

+33 (0)1 53 65 64 18
IR_Casino@groupe-casino.fr

GROUP EXTERNAL COMMUNICATION
Aziza BOUSTER – Tel: +33 (0)1 53 65 24 78
Mob: +33 (0)6 08 54 28 75
abouster@groupe-casino.fr

On 4 June 2014, the Board of Directors of Casino, CBD, Via Varejo and Exito approved the principal terms for the creation of a new company Cnova (“Cnova N.V.”, incorporated in the Netherlands). A registration statement has been filed in relation to a potential initial public offering in the U.S. market.

Cnova will be a major global ecommerce player with total gross merchandise volume of US $4.9 billion[2] in 2013, and a presence with the Cdiscount websites in France, Colombia, Thailand, Vietnam, and in Brazil with the websites Extra.com, CasasBahia.com and Pontofrio.com operated by Nova Pontocom, a company mainly owned by CBD and Via Varejo. The success of Cnova will be based on a low-cost business model with attractive pricing, an extensive product assortment and highly differentiated delivery and payment solutions.

Based on the determined exchange ratio, Cnova will be directly owned 46.5% by Casino (including its Colombian subsidiary Exito) and 53.5% indirectly by CBD, Via Varejo and certain founding shareholders of Nova Pontocom.

Cnova will be managed by two co-CEOs (the current CEOs of Cdiscount and Nova Pontocom), who shall alternate as Board member.

Cnova’s initial Board will be comprised of 9 members, including, in addition to one of the Co-CEOs, 3 Directors appointed by Casino, including Jean-Charles Naouri, Chairman and CEO of Casino who will be also appointed Chairman of the Board, 2 appointed by GPA, 1 appointed by Via Varejo, and 2 other Directors who will be independent.

The relationship existing between Nova Pontocom, CBD and Via Varejo will be preserved, notably in the form of an amendment to the Operational Agreement entered into by Nova Pontocom, CBD and Via Varejo, aiming at preserving the commercial relationship and sharing of best practices between these companies, and in the form of a long term trademark license agreement.

At the request of the Boards of Directors and special committees of the companies involved, fairness opinions were provided by Santander for Casino, Crédit Suisse for CBD, Bank of America Merrill Lynch for Via Varejo and Corredores Asociados for Exito.

The Boards of Directors of Casino, Via Varejo and CBD also authorized the filing by Cnova of a registration statement on Form F-1 with the U.S. Securities and Exchange Commission (SEC), in relation to a potential initial public offering in the U.S. market, as well as the implementation, by the companies involved, of the necessary operations to achieve the transaction described above.

Additional Information:

A registration statement relating to the securities of Cnova has been filed today with the U.S. Securities and Exchange Commission but has not yet become effective. You may obtain access to the registration statement by visiting EDGAR on the SEC’s website at www.sec.gov.

These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or a solicitation of an offer to buy ordinary shares of Cnova N.V., nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

1 Historical financial information reported in € has been converted into U.S. Dollars based on the currency exchange rate as of 31 December 2013 of 1.38.

Casino Group announces today a project to create an e-commerce platform combining businesses of Cdiscount in France, Colombia and Asia1, and Nova Pontocom in Brazil (company jointly held by GPA and ViaVarejo).

This transaction would create a major global e-commerce pure-player with total business volumes of $4.1bn2 in 2013. A listing of the combined entity on a U.S. stock market, where many significant internet technology players are listed, is considered in order to accelerate its development and increase its visibility.

The project is studied by the involved companies and will be submitted for approval of their required corporate bodies.

Cdiscount: with business volumes of $2.1bn2 in 2013 (including the marketplace), Cdiscount is a leader of e-commerce in France. Three new websites, under the Cdiscount brand, were launched during the first quarter of 2014 in Colombia, Thailand and Vietnam, relying on the expertise, know-how and knowledge of the Group.

Nova: with business volumes of $2.0bn2 in 2013, Nova is a leading e-commerce group in Brazil. Nova develops an e-commerce offer through pontofrio.com, casasbahia.com.br, extra.com.br, barateiro.com, partiuviagens.com.br and its B2B solutions in particular through eHub.com.br. Nova launched in 2013 the first marketplace in Brazil.

1 Through existing joint-ventures with Exito in Colombia Big C Thailand and Big C Vietnam in Asia.
2 Historical financial information reported in € has been converted into U.S. Dollars based on the average currency exchange rate of the European Central Bank for 2013

ANALYSTS AND INVESTORS CONTACTS
Régine GAGGIOLI – Tel : +33 (0)1 53 65 64 17
rgaggioli@groupe-casino.fr
or
+33 (0)1 53 65 64 18
IR_Casino@groupe-casino.fr
PRESS CONTACT
Aziza BOUSTER – Tel : +33 (0)1 53 65 24 78
Mob : +33 (0)6 08 54 28 75
abouster@groupe-casino.fr
Image 7
Grégoire LUCAS – Tel: +33 (0)1 53 70 74 94
glucas@image7.fr

NOTE TO US INVESTORS: This notice is being made pursuant to and in accordance with Rule 135 under the Securities Act of 1933, as amended. As required by Rule 135, this notice does not constitute an offer to sell or the solicitation of an offer to buy securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of that jurisdiction. This notice contains forward-looking statements regarding potential future events that are subject to the “safe harbor” provisions of the U.S.
Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, are statements that could be deemed forward-looking statements. These statements are based on current expectations, estimates, and projections and the beliefs and assumptions of our management. Words such as “expects,” “anticipates,” “intends,” “plans,” “may,” and “would” and variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause actual outcomes to differ materially from those reflected in the forward-looking statements. No assurance can be given that the potential combination or any listing of shares of the combined company will be consummated and consummation of these transactions is subject to many factors, including the approval of the Boards of Directors of Casino, CBD and Via Varejo and the other parties to the potential combination, commercial considerations, market conditions and other factors. In addition, historical financial information included in this notice may not be representative of the combined company’s financial performance following the proposed combination; past performance is not an indication of future results.