Obligation QUATTRIM S.A.S 5.875% ( XS2010038490 ) en EUR

QUATTRIM S.A.S

100 % ▲

France

XS2010038490 ( en EUR )

5.875% par an ( paiement annuel )

15/01/2024 - Obligation échue

Prospectus brochure de l'obligation QUATRIM S.A.S XS2010038490 en EUR 5.875%, échue

QUATRIM S.A.S. est une société spécialisée dans la conception, la fabrication et la commercialisation de solutions d'automatisation industrielle, notamment dans les domaines de la robotique, de la vision industrielle et de la métrologie.

L'Obligation émise par QUATTRIM S.A.S ( France ) , en EUR, avec le code ISIN XS2010038490, paye un coupon de 5.875% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/01/2024

LISTING PROSPECTUS

NOT FOR GENERAL DISTRIBUTION IN THE UNITED STATES

Quatrim S.A.S.
800,000,000 5.875% Senior Secured Notes due 2024

Quatrim S.A.S., a société par actions simplifiée organized under the laws of France, having its registered office at 1, cours Antoine Guichard, 42000 Saint-Étienne,
France (the "Issuer"), is offering (the "Offering") 800.0 million aggregate principal amount of its 5.875% senior secured notes due 2024 (the "Notes"). The Issuer
is owned directly by Casino Participations France S.A.S. ("CPF"), which is in turn owned directly by Casino, Guichard-Perrachon S.A. ("CGP"). The Notes will
be issued pursuant to an indenture (the "Indenture") to be dated November 20, 2019 (the "Issue Date"), among, inter alios, the Issuer, the Initial Note Guarantors
(as defined below), Citibank, N.A., London Branch, as trustee (the "Trustee") and as security agent (the "Security Agent").
The Notes will bear interest at a rate of 5.875% per annum and will mature on January 15, 2024. The Issuer will pay interest semi-annually in arrears on the Notes
on May 15 and November 15 of each year, commencing on May 15, 2020. Interest on the Notes will accrue from the Issue Date. CGP and CPF, the indirect and
direct parents of the Issuer, respectively, Distribution Casino France S.A.S. ("DCF") and Monoprix S.A.S., each a direct or indirect subsidiary of CGP (together,
the "Initial Note Guarantors") will guarantee the Notes on a senior unsecured basis (each an "Initial Note Guarantee" and collectively, the "Initial Note
Guarantees"). No later than December 31, 2019, Casino Finance S.A. ("Casino Finance") will guarantee the Notes on a senior unsecured basis (the "Casino
Finance Note Guarantee"). No later than the earlier of (i) 30 days after the Latam Reorganization Completion Date (as such term is defined herein) and (ii) March
31, 2020, Segisor S.A.S., a subsidiary of CGP ("Segisor", together with Casino Finance, the "Subsequent Guarantors" and together with the Initial Note
Guarantors and Casino Finance, the "Note Guarantors") will guarantee the Notes on a senior unsecured basis (the "Segisor Guarantee" and, together with the
Initial Note Guarantees and the Casino Finance Note Guarantee, the "Note Guarantees"). The Note Guarantees will be subject to such limitations as described
elsewhere herein.
The Offering is expected to be consummated on the Issue Date, which may be prior to the date of the execution of the New Revolving Credit Facility Agreement
in an aggregate amount of at least 1.8 billion. If the Offering is consummated prior thereto, pending the execution of the New Revolving Credit Facility Agreement
providing for the New Revolving Credit Facility in an aggregate amount of at least 1.8 billion, the Initial Purchasers (as defined herein) will, concurrently with
the issuance of the Notes on the Issue Date, deposit the gross proceeds of the Offering into an escrow account for the benefit of the holders of the Notes (the
"Escrow Account"). The Escrow Account will be pledged on the Issue Date in favor of the Trustee for the benefit of itself and for the benefit of the holders of the
Notes (the "Escrow Account Charge"). The release of the proceeds of the Offering from the Escrow Account will be subject to the satisfaction of certain conditions.
If the execution of the New Revolving Credit Facility Agreement does not occur on or prior to December 20, 2019, or upon the occurrence of certain other events,
the Notes will be subject to a Special Mandatory Redemption (as defined herein) at a price equal to 100% of the aggregate issue price of the Notes, plus accrued
and unpaid interest and additional amounts, if any, to the Special Mandatory Redemption Date (as defined herein). See "Description of the Notes--Escrow of
Proceeds; Special Mandatory Redemption". If the Offering is consummated concurrently with or after the execution of the New Revolving Credit Facility
Agreement in an aggregate amount of at least 1.8 billion, the foregoing escrow procedures will not apply, and the Initial Purchasers will transfer the net proceeds
of the Offering in accordance with the instructions provided by the Issuer on the Issue Date.
At any time prior to November 15, 2021, the Issuer will be entitled, at its option, to redeem all or a portion of the Notes at a redemption price equal to 100% of the
principal amount of the Notes redeemed plus accrued and unpaid interest and additional amounts, if any, to the redemption date plus a "make-whole" premium, as
described in this listing prospectus (the "Listing Prospectus"). At any time on or after November 15, 2021, the Issuer may redeem all or part of the Notes at the
redemption prices set forth herein. The Issuer may also redeem all of the Notes upon the occurrence of certain changes in applicable tax law at a redemption price
equal to 100% of the outstanding amount of the Notes plus accrued and unpaid interest and additional amounts, if any. Upon the occurrence of certain events
constituting a change of control, each holder of the Notes may require the Issuer to repurchase all or a portion of its Notes at 101% of their principal amount plus
accrued and unpaid interest and additional amounts, if any. See "Description of the Notes".
The Notes will be senior secured obligations of the Issuer, will rank equal in right of payment to all of the Issuer's existing and future senior indebtedness and will
rank senior to all of the Issuer's future indebtedness that is subordinated in right of payment to the Notes. Each of the Note Guarantees will rank equal in right of
payment with all existing and future obligations of each Guarantor, and will rank senior in right of payment with all existing and future obligations of each Guarantor
that are expressly subordinated in right of payment to such Note Guarantee. As of the Issue Date, the Issuer's obligations under the Indenture will be secured by
the Escrow Account Charge (in the event the proceeds of the Offering are deposited into escrow, and then only until the Escrow Release Date (as defined herein))
and the Note Collateral (as defined herein) on a first-ranking basis. The Note Collateral includes pledges over (i) the securities account to which the outstanding
shares of Immobilière Groupe Casino ("IGC") held by the Issuer are credited and which, as of the Issue Date, will contain all of the outstanding shares of IGC, (ii)
all intragroup receivables owed to the Issuer under the Proceeds Loans, (iii) the bank accounts of the Issuer and (iv) the Bond Segregated Accounts (as defined
herein), all as described under "Description of the Notes--Security". The validity and enforceability of the Note Guarantees and the security interests in the Note
Collateral and the liability of the Guarantors will be subject to the limitations described in "Certain Insolvency Law Considerations and Limitations on the Validity
and Enforceability of the Note Guarantees and Security Interests".
There is currently no public market for the Notes. Application has been made to list the Notes on the Official List of the Luxembourg Stock Exchange and to admit
them to trading on the Professional Segment of the Euro MTF Market. This offering memorandum constitutes a prospectus for purposes of Part IV of the
Luxembourg law on Prospectuses for securities dated July 16, 2019.
Investing in the Notes involves risks. See "Risk Factors" beginning on page 47 for a discussion of certain risks that you should consider in connection with
an investment in the Notes.

Issue price for the Notes: 100% of principal plus accrued and unpaid interest, if any, from the Issue Date.

The Notes and the Note Guarantees have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or
the securities laws of any other jurisdiction. Accordingly, the Notes and the Note Guarantees are being offered and sold inside the United States only to
qualified institutional buyers ("QIBs") in accordance with Rule 144A under the Securities Act ("Rule 144A") and non-U.S. persons outside the United
States in offshore transactions in accordance with Regulation S under the Securities Act ("Regulation S"). Prospective purchasers that are QIBs are
hereby notified that the Initial Purchasers may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.
See "Notice to Investors", "Plan of Distribution" and "Transfer Restrictions" for additional information about eligible offerees and transfer restrictions.
The Notes will be issued in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof. The Notes were represented upon issuance by
one or more global notes in registered form, which were deposited and registered in the name of a nominee for a common depositary for Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking S.A. ("Clearstream") on the Issue Date. See "Book-Entry, Delivery and Form".

Global Coordinators and Joint Bookrunners
Sole Physical Bookrunner

J.P. Morgan
BNP PARIBAS Crédit Agricole
CIB
Credit Suisse
HSBC
Natixis
Joint Bookrunners
BofA Securities
CM-CIC Market
Goldman Sachs
Solutions
International
Santander
Société Générale

The date of this Listing Prospectus is December 11, 2019.

You should rely only on the information contained in this Listing Prospectus. Neither the Issuer nor any of the Initial
Purchasers has authorized anyone to provide you with information that is different from the information contained herein. If
given, any such information should not be relied upon. Neither the Issuer nor any of the Initial Purchasers is making an offer
of the Notes in any jurisdiction where the Offering is not permitted. You should not assume that the information contained in
this Listing Prospectus is accurate as of any date other than November 7, 2019.

TABLE OF CONTENTS
Important Information About This Listing Prospectus .......................................................................................... ii
Available Information ............................................................................................................................................ vi
Forward-Looking Statements .............................................................................................................................. vii
Presentation of Financial and Other Information ................................................................................................... ix
Certain Definitions ............................................................................................................................................... xv
Exchange Rates ................................................................................................................................................ xxiii
Summary................................................................................................................................................................. 1
Summary Corporate and Financing Structure ....................................................................................................... 23
The Offering ......................................................................................................................................................... 27
Summary Historical Consolidated Financial Information and Other Data ........................................................... 33
Risk Factors .......................................................................................................................................................... 47
Use of Proceeds .................................................................................................................................................... 87
Capitalization ........................................................................................................................................................ 89
Selected Historical Financial Data ........................................................................................................................ 93
Management's Discussion and Analysis of Financial Condition and Results of Operations ............................. 100
Industry ............................................................................................................................................................... 142
Business .............................................................................................................................................................. 152
Regulation........................................................................................................................................................... 182
Management ....................................................................................................................................................... 195
Principal Shareholders and Related Party Transactions ..................................................................................... 207
Description of Certain Financing Arrangements ................................................................................................ 210
Description of the Notes ..................................................................................................................................... 256
Book-Entry, Delivery and Form ......................................................................................................................... 334
Certain Tax Considerations ................................................................................................................................ 338
Certain ERISA Considerations ........................................................................................................................... 344
Certain Insolvency Law Considerations and Limitations on the Validity and Enforceability of the Note
Guarantees and Security Interests .................................................................................................................. 346
Plan of Distribution ............................................................................................................................................ 363
Transfer Restrictions ........................................................................................................................................... 366
Legal Matters ...................................................................................................................................................... 370
Independent Auditors ......................................................................................................................................... 371
Service of Process and Enforcement of Civil Liabilities .................................................................................... 372
Listing and General Information......................................................................................................................... 374
Index to the Financial Statements ....................................................................................................................... F-1

IMPORTANT INFORMATION ABOUT THIS LISTING PROSPECTUS
The Notes and the related Note Guarantees are being offered in reliance on exemptions from the registration
requirements of the Securities Act. These exemptions apply to offers and sales of securities that do not involve a
public offering. The Notes have not been recommended by the U.S. Securities and Exchange Commission, any
U.S. state securities commission or any non-U.S. securities authority, nor have any such authorities determined
that this Listing Prospectus is accurate or complete. Any representation to the contrary is a criminal offense in the
United States. No action has been, or will be, taken to permit a public offering in any jurisdiction where action
would be required for that purpose. This Listing Prospectus does not constitute an offer to sell or an invitation to
subscribe for or purchase any of the Notes in any jurisdiction in which such offer or invitation is not authorized
or to any person to whom it is unlawful to make such an offer or invitation. You must comply with all laws that
apply to you in any place in which you buy, offer or sell any of the Notes or possess this Listing Prospectus. You
must also obtain any consents or approvals that you need in order to purchase any of the Notes. Neither we nor
the Initial Purchasers are responsible for your compliance with these legal requirements.
This Listing Prospectus has been prepared by us solely for use in connection with the Offering. This Listing
Prospectus is personal to each offeree and does not constitute an offer to any other person or to the public generally
to subscribe for or otherwise acquire any of the Notes. Each prospective investor, by accepting delivery of this
Listing Prospectus, agrees to hold the information contained in this Listing Prospectus and the transactions
contemplated hereby in confidence; not to make copies of this Listing Prospectus or any documents referred to in
this Listing Prospectus, in whole or in part; not to give a copy of this Listing Prospectus (or any part of it) to any
person; and not to disclose any information in this Listing Prospectus or distribute this Listing Prospectus to any
other person, other than persons retained to advise such prospective investor with respect to the purchase of the
Notes.
You are not to construe the contents of this Listing Prospectus as investment, legal, business or tax advice. You
should consult your own counsel, accountant and other advisors as to the legal, tax, business, financial and related
aspects of purchasing the Notes. You are responsible for making your own examination of the Issuer and your
own assessment of the merits and risks of investing in the Notes. We are not, and none of BNP Paribas, Crédit
Agricole Corporate and Investment Bank, Credit Suisse Securities (Europe) Limited, HSBC Bank plc, J.P.
Morgan Securities plc, Natixis, Banco Santander S.A., Crédit Industriel et Commercial S.A., Goldman Sachs
International, Merrill Lynch International and Société Générale (together, the "Initial Purchasers") the Trustee
and the Agents (as defined herein) is, making any representation to you regarding the legality of an investment in
the Notes by you under applicable investment or similar laws. You may contact us if you need any additional
information. By purchasing the Notes, you will be deemed to have acknowledged that:
you have reviewed this Listing Prospectus; and
you have had an opportunity to request, and have received, any additional information that you need
from us.
You should base your decision to invest in the Notes solely on information contained in this Listing Prospectus.
No person is authorized in connection with any offering made by this Listing Prospectus to give any information
or to make any representation not contained in this Listing Prospectus or any pricing term sheet or supplement
and, if given or made, such other information or representation must not be relied upon as having been authorized
by us or the Initial Purchasers. The information contained in this Listing Prospectus is as of the date hereof and is
subject to change, completion or amendment without notice. Neither the delivery of this Listing Prospectus at any
time after the date hereof nor any subsequent commitment to purchase the Notes shall, under any circumstances,
create any implication that there has been no change in the information set forth in this Listing Prospectus or in
our business since the date hereof. The information contained in this Listing Prospectus has been furnished by us
and other sources we believe to be reliable. No representation or warranty, express or implied, is made by the
Initial Purchasers, any of the Trustee or the Agents or their respective directors, affiliates, advisors and agents, the
advisors of the Issuer or any other agents acting with respect to the Notes as to the accuracy or completeness of
any of the information set forth in this Listing Prospectus, and nothing contained in this Listing Prospectus is, or
shall be relied upon as, a promise or representation by the Initial Purchasers, any of the Trustee or the Agents or
their respective directors, affiliates, advisors and agents or their respective directors, affiliates, advisors and agents,
the advisors of the Issuer or any other agents acting with respect to the Notes, whether as to the past or the future.
Certain documents are summarized herein, and such summaries are qualified entirely by reference to the actual
documents, copies of which will be made available to you upon request. By receiving this Listing Prospectus, you
acknowledge that you have not relied on the Initial Purchasers, any of the Trustee or the Agents or their respective
directors, affiliates, advisors and agents or the advisors of the Issuer in connection with your investigation of the
accuracy of this information or your decision to invest in the Notes. We undertake no obligation to update this
ii

Listing Prospectus or any information contained in it, whether as a result of new information, future events or
otherwise, save as required by law.
The Issuer is offering the Notes in reliance on an exemption from the registration requirements of the Securities
Act for offers and sales of securities that do not involve a public offering. The Notes are subject to restrictions on
resale and transfer as described under "Transfer restrictions" and "Plan of distribution". By purchasing any of the
Notes, you will be deemed to have made certain acknowledgments, representations and agreements as described
in those sections of this Listing Prospectus. You may be required to bear the financial risks of investing in the
Notes for an indefinite period of time.
We reserve the right to withdraw the Offering at any time. We are making the Offering subject to the terms
described in this Listing Prospectus and the purchase agreement relating to the Notes (the "Purchase
Agreement"). We and the Initial Purchasers may, for any reason, reject any offer to purchase the Notes in whole
or in part, sell less than the entire principal amount of the Notes offered hereby or allocate to any purchaser less
than all of the Notes sought by it.
The Issuer and CGP accept responsibility for the information contained in this Listing Prospectus and CGP accepts
responsibility for the inclusion of its consolidated financial statements in this Listing Prospectus. To the best of
the knowledge and belief of the Issuer, having taken all reasonable care to ensure that such is the case, the
information contained in this Listing Prospectus is in accordance with the facts and does not omit anything
material that is likely to affect the import of such information. However, the content set forth under the headings
"Exchange Rates", "Industry", "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business" include extracts from information and data, including industry and market data,
released by publicly available sources or otherwise published by third parties. While the Issuer accepts
responsibility for accurately extracting and summarizing such information and data, none of the Issuer, the Initial
Purchasers, the Trustee or the Agents has independently verified the accuracy of such information and data, and
none of the Issuer, the Initial Purchasers, the Trustee or the Agents accepts any further responsibility in respect
thereof. Furthermore, the information set forth in relation to sections of this Listing Prospectus describing clearing
and settlement arrangements, including the section entitled "Book-entry, delivery and form", is subject to change
in or reinterpretation of the rules, regulations and procedures of Euroclear or Clearstream currently in effect. While
the Issuer accepts responsibility for accurately summarizing the information concerning Euroclear and
Clearstream, none of the Issuer, the Initial Purchasers, the Trustee or the Agents accepts further responsibility in
respect of such information.
STABILIZATION
IN CONNECTION WITH THIS OFFERING, J.P. MORGAN SECURITIES PLC (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGER) MAY OVER
ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE
OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE CAN BE NO ASSURANCE THAT THE STABILIZING MANAGER (OR PERSONS
ACTING ON BEHALF OF THE STABILIZING MANAGER) WILL UNDERTAKE STABILIZATION
ACTIONS. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH
ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE
AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT SUCH STABILIZATION ACTIONS MUST END
NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE OF THE NOTES
AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY
STABILIZATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZATION
MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILIZATION MANAGER) IN
ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
iii

NOTICE TO INVESTORS
Notice to U.S. Investors
The Notes will be sold outside the United States to non-U.S. persons pursuant to Regulation S of the Securities
Act and within the United States to QIBs pursuant to Rule 144A. In making your purchase, you will be deemed
to have made certain acknowledgments, representations and agreements. See "Transfer Restrictions". This Listing
Prospectus is being provided (1) to a limited number of U.S. investors that the Initial Purchasers reasonably
believe to be QIBs (as defined under Rule 144A) for informational purposes only in connection with the Offering
and (2) to non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act.
The Notes described in this Listing Prospectus have not been registered with, recommended by or approved by
the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission in the United States
or any other securities commission or regulatory authority, nor has the SEC, any state securities commission in
the United States, or any such securities commission or authority passed upon the accuracy or adequacy of this
Listing Prospectus. Any representation to the contrary is a criminal offense. See "Transfer Restrictions".
Notice to Investors in the European Economic Area
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect
of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the Notes to eligible
counterparties and professional clients are appropriate. A Distributor should take into consideration the
manufacturer's target market assessment; however, and without prejudice to the obligations of the Issuer in
accordance with MiFID II, a Distributor subject to MiFID II is responsible for undertaking its own target market
assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment)
and determining appropriate distribution channels.
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer
within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined
in the Prospectus Regulation. Consequently, no key information document required by the PRIIPs Regulation for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared
and therefore, offering or selling the Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.
This Listing Prospectus has been prepared on the basis that all offers of the Notes will be made pursuant to an
exemption under the Prospectus Regulation (as defined below), from the requirement to produce a prospectus for
offers of the Notes. In relation to each Member State of the EEA (each, a "Relevant Member State"), with effect
from and including the date on which the Prospectus Regulation is implemented in that Relevant Member State
no offer of Notes to the public in that Relevant Member State may be made other than at any time to any legal
entity which is a qualified investor as defined in the Prospectus Regulation; provided that no such offer of Notes
shall require us or any Initial Purchaser to publish a prospectus pursuant to Article 1 of the Prospectus Regulation,
or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. Accordingly, any person making
or intending to make any offer within the EEA of the Notes should only do so in circumstances in which no
obligation arises for us or the Initial Purchasers to produce a prospectus for such offer. Neither we nor any of the
Initial Purchasers have authorized, nor do authorize, the making of any offer of Notes through any financial
intermediary, other than offers made by the Initial Purchasers, which constitute the final placement of the Notes
contemplated in this Listing Prospectus.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation to any Notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the
Notes, as such expression may be varied in the Relevant Member State by any measure implementing the
Prospectus Regulation in that Relevant Member State.
Each subscriber for or purchaser of the Notes in the Offering located within a Relevant Member State will be
deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of
Article 2(e) of the Prospectus Regulation. The Issuer, each Initial Purchaser and its affiliates, and others will rely
upon the truth and accuracy of the foregoing representation, acknowledgement and agreement. Notwithstanding
the above, a person who is not a qualified investor and who has notified the Initial Purchasers of such fact in
iv

writing may, with the consent of the Initial Purchasers, be permitted to subscribe for or purchase the Notes in the
Offering.
Notice to Investors in France
This Listing Prospectus has not been prepared in the context of a public offering other than to qualified investors
in France within the meaning of Article L. 411-1 of the French Monetary and Financial Code and Title I of Book
II of the Règlement Général of the Autorité des marchés financiers (the French Financial Markets Authority) (the
"AMF") and therefore has not been and will not be submitted for clearance to the AMF.
Consequently, the Notes are not being offered directly or indirectly to the public in France other than to qualified
investors and this Listing Prospectus has not been distributed or caused to be distributed and will not be distributed
or caused to be distributed to the public in France other than to qualified investors.
Offers, sales and distributions of the Notes have been and shall only be made in France to qualified investors
(investisseurs qualifiés) within the meaning of Article 2(e) of the Prospectus Regulation and in accordance with
Articles L. 411-1 and L. 411-2 of the French Monetary and Financial Code.
The direct or indirect distribution to the public in France of the Notes so acquired may be made only as provided
by Articles L. 411-1 to L. 411-4, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Monetary and Financial Code.
Notice to Investors in the United Kingdom
This Listing Prospectus is for distribution only to, and is only directed at, persons who (i) are outside the United
Kingdom, (ii) have professional experience in matters relating to investments falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the "Order"), (iii) are
high net worth entities falling within Article 49(2)(a) to (d) of the Order or (iv) are persons to whom an invitation
or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and
Markets Act 2000 (the "FSMA")) in connection with the issue or sale of any Notes may otherwise lawfully be
communicated (all such persons together being referred to as "relevant persons"). This Listing Prospectus is
directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons.
Any investment or investment activity to which this Listing Prospectus relates is available only to relevant persons
and will be engaged in only with relevant persons. Any person who is not a relevant person should not act or rely
on this Listing Prospectus or any of its contents.
v

AVAILABLE INFORMATION
Each purchaser of Notes from the Initial Purchasers will be furnished with a copy of this Listing Prospectus and
any amendments or supplements to this Listing Prospectus. Each person receiving this Listing Prospectus and any
amendments or supplements to this Listing Prospectus acknowledges that:
(1)
such person has been afforded an opportunity to request from the Issuer, and to review and has
received all additional information considered by it to be necessary to verify the accuracy and
completeness of the information contained herein;
(2)
such person has not relied on the Initial Purchasers or any person affiliated with the Initial
Purchasers in connection with its investigation of the accuracy of such information or its
decision to invest in the Notes; and
(3)
except as provided pursuant to (1) above, no person has been authorized to give any information
or to make any representation concerning the Notes offered hereby other than those contained
herein and, if given or made, such other information or representation should not be relied upon
as having been authorized by us or the Initial Purchasers.
We will agree in the Indenture governing the Notes that, so long as any of the Notes remain outstanding and during
any period during which CGP is not subject to Section 13 or Section 15(d) of the Exchange Act nor exempt
therefrom pursuant to Rule 12g3-2(b) of the Exchange Act, CGP will, upon the request of a prospective purchaser
or beneficial owner of the Notes, make available to such beneficial owner or prospective purchaser of the Notes,
as the case may be, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.
Any such request should be directed to CGP at 1, cours Antoine Guichard, 42000 Saint-Étienne, France.
CGP is not currently subject to the periodic reporting and other information requirements of the Exchange Act.
However, pursuant to the Indenture that will govern the Notes, CGP will agree to furnish periodic information to
the holders of the Notes. See "Description of the Notes--Certain Covenants--Provision of Information" and
"Listing and General Information".
Information contained on our website is not incorporated by reference into this Listing Prospectus and is not part
of this Listing Prospectus.
vi

FORWARD-LOOKING STATEMENTS
This Listing Prospectus contains forward-looking statements within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995 and the securities laws of other jurisdictions. In some cases, these forward-looking
statements can be identified by the use of forward-looking terminology, including the words "believes",
"estimates", "aims", "targets", "anticipates", "expects", "intends", "plans", "continues", "ongoing", "potential",
"product", "projects", "guidance", "seeks", "may", "will", "could", "would", "should" or, in each case, their
negative, or other variations or comparable terminology or by discussions of strategies, plans, objectives, targets,
goals, future events or intentions. The absence of such terminology does not necessarily mean that a statement is
not forward-looking. These forward-looking statements include matters that are not historical facts. They appear
in a number of places throughout this Listing Prospectus and include statements regarding our intentions, beliefs
or current expectations concerning, among other things, our results of operations, financial condition, liquidity,
prospects, competition in areas of our business, outlook and growth prospects, strategies and the industry in which
we operate.
By their nature, forward-looking statements involve known and unknown risks and uncertainties because they
relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-
looking statements are based on potentially inaccurate assumptions and are not guarantees of future performance
and that our actual results of operations, financial condition and liquidity and the development of the industry in
which we operate may differ materially from those made in or suggested by the forward-looking statements
contained in this Listing Prospectus. In addition, even if our results of operations, financial condition and liquidity,
and the development of the industry in which we operate are consistent with the forward-looking statements
contained in this Listing Prospectus, those results or developments may not be indicative of results or
developments in subsequent periods. Important factors that could cause those material differences include:
our operation in a highly competitive industry and rapidly evolving markets;
our exposure to economic and other trends;
the seasonality of our business;
the dependence of our sales on changing consumer preferences;
our exposure to political and other business risks related to our international operations;
the impact on retail sales of unforeseen catastrophic events, such as terrorist attacks, civil unrest,
disruptive geopolitical events or natural disasters;
our relations with our workforce and labor representatives;
the risk of misappropriation of customer and employee data from our information systems;
the risk of theft or misappropriation of funds and products in our stores and warehouses;
our reliance on the reputation of, or value associated with, our brands;
the risk of claims by third-parties on, or our failure or inability to protect, our intellectual property rights;
adverse developments with respect to the safety and quality of our products and/or health concerns in the
food industry in general;
disruptions in the IT infrastructure that we use;
increases in labor costs and social charges and changes to wage regulations;
fluctuations in the availability and price of food ingredients and packaging material, as well as
fluctuations in the price of electricity and fuel;
conflicts of interest that may arise between our controlling shareholder and noteholders, particularly in
light of our controlling shareholder's financial restructuring;
our ability to implement our business strategy;
our dependence on the development of new technologies, as well as the risks associated with our failure
to anticipate or respond sufficiently quickly to changing technology or consumer preferences, to manage
our inventory levels effectively or to forecast our product returns accurately;
our reliance on third-party suppliers to produce the products we sell;
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the efficiency of our supply chain;
risks related to our franchise model;
risks related to the fact that certain of our subsidiaries are publicly listed companies, which we fully
consolidate but are not fully owned by our Group;
risks related to our joint ventures and trading partnerships, over which we do not have full control;
our dependence on the services of key executives;
risks related to our store leases and our ability to enter into leases for new stores on favorable terms and
to find suitable locations for our stores or warehouses;
risks relating to the third-party valuation of IGC's portfolio of real estate assets;
the risk of incurring liabilities that are not covered by insurance;
risks related to fluctuation in currency exchange rates;
the risk of impairment of the Group's goodwill;
risks associated with acquisitions and disposals;
our operation in markets which have historically been predominantly price deflationary;
risks associated with e-commerce;
changes in search engine algorithms and dynamics, or search engine disintermediation;
risks associated with Cdiscount's status as a "hosting company";
risks related to legal and regulatory matters;
risks related to the Group's substantial indebtedness and its ability to meet its debt service obligations;
risks related to the Notes, the Note Guarantees and the Note Collateral; and
the other factors described in more detail under "Risk Factors".
The foregoing factors and others described under "Risk Factors" should not be construed as exhaustive. Due to
such uncertainties and risks, investors are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Listing Prospectus. We urge you to read the sections of this
Listing Prospectus entitled "Risk Factors", "Management's Discussion and Analysis of Financial Condition and
Results of Operations", "Industry" and "Business" for more detailed discussions of the factors that could affect
our future performance and the industry in which we operate. In light of these risks, uncertainties and assumptions,
the forward-looking events described in this Listing Prospectus may not occur. Moreover, we operate in a very
competitive and rapidly changing environment. We may face new risks from time to time, and it is not possible
for us to predict all such risks; nor can we assess the impact of all such risks on our business or the extent to which
any factor, or combination of factors, may cause actual results to differ materially from those contained in any
forward-looking statement. Given these risks and uncertainties, you should not place undue reliance on
forward-looking statements as a prediction of actual results.
The forward-looking statements are based on plans, estimates and projections as they are currently available to
our management. We undertake no obligation to publicly update or publicly revise any forward-looking statement,
whether as a result of new information, future events or otherwise. Although we believe that the expectations
reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will
prove to be correct. All subsequent written and oral forward-looking statements attributable to us or to persons
acting on our behalf are expressly qualified in their entirety by the cautionary statements referred to above and
contained elsewhere in this Listing Prospectus.
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PRESENTATION OF FINANCIAL AND OTHER INFORMATION
Financial Statements
The Issuer is a holding company with no independent operations of its own and whose material assets as of the
Issue Date will consist only of its direct interest in the share capital of IGC and intragroup receivables owed to it
under the Proceeds Loans (as defined below) and, if applicable, the Escrow Account. The Issuer does not prepare,
and does not intend to prepare, consolidated financial statements at the level of the Issuer. As a result, this Listing
Prospectus instead presents consolidated financial and other data for CGP and its consolidated subsidiaries only.
The financial information contained in this Listing Prospectus is taken from CGP's audited consolidated financial
statements for the years ended December 31, 2016, 2017 and 2018, prepared in accordance with the International
Financial Reporting Standards as adopted by the European Union ("IFRS") and CGP's unaudited interim
condensed consolidated financial statements for the six months ended June 30, 2019 prepared in accordance with
IAS 34, the IFRS standard adopted by the EU for interim financial information, a free translation of which, in
each case, are included elsewhere in this Listing Prospectus.
CGP's audited consolidated financial statements for the years ended December 31, 2016, 2017 and 2018 were
subject to an audit by Ernst & Young et Autres and Deloitte & Associés, CGP's statutory auditors for those years.
CGP's unaudited interim condensed consolidated financial statements for the six months ended June 30, 2019
were subject to a limited review by Ernst & Young et Autres and Deloitte & Associés, CGP's statutory auditors
for such period. The statutory auditors' report of Ernst & Young et Autres and Deloitte & Associés on the audited
consolidated financial statements for the year ended December 31, 2016, without qualifying the audit opinion
expressed therein, contains an emphasis of matter relating to the restatements of the comparative information in
the consolidated income statement for such year, in respect of discontinued operations and the change in method
of presenting the costs of the non-recourse factoring of receivables. The auditors' review report of Ernst & Young
et Autres and Deloitte & Associés on the unaudited interim condensed consolidated financial statements for the
six months ended June 30, 2019, without qualifying the conclusions expressed therein, contains an emphasis of
matter relating to the methods of implementation and the impacts of the first-time application of IFRS 16 Leases,
as well as significant events of liquidity risks to the Group, particularly in the context of the safeguard procedures
initiated by the controlling shareholders, the companies Rallye, Foncière Euris, Finatis and Euris.
This Listing Prospectus also presents unaudited financial information of CGP for the twelve-month period ended
June 30, 2019 which was calculated by adding the unaudited interim condensed consolidated financial information
for the six months ended June 30, 2019, excluding the impact of IFRS 16 Leases, to the audited consolidated
financial information for the year ended December 31, 2018 extracted from the audited consolidated financial
statements as of and for the year ended December 31, 2018, and subtracting the unaudited interim condensed
consolidated financial information for the six months ended June 30, 2018, excluding the impact of IFRS 16
Leases, but restated to reflect the retroactive application of IAS 29 Financial Reporting in Hyperinflationary
Economies. The unaudited financial information of CGP for the twelve-month period ended June 30, 2019 has
been prepared solely for the purposes of this Listing Prospectus, is not necessarily indicative of our results of
operations for any future period, is not prepared in the ordinary course of CGP, has not been prepared in
accordance with the requirements of Regulation S-X under the Securities Act, the Prospectus Regulation or any
generally accepted accounting standards.
Segment Information
We present certain financial information in this Listing Prospectus with respect to our reporting segments. In
accordance with IFRS 8 Operating Segments, our business is organized according to the following reporting
segments:
Our France Retail segment includes our French retail banners (including online sales associated with such
banners, but excluding Cdiscount), our ancillary business activities in France and our Indian Ocean
operations.
Our E-commerce segment consists of our Cdiscount online retail business, which we hold through our
approximately 76% economic interest, approximately 65% of which we hold directly and approximately 11%
of which we hold indirectly (as of June 30, 2019) in Cnova N.V., a Dutch publicly traded company, and which
is fully consolidated in our financial statements.
Our Latam Retail segment includes our interests in the Latin American retail banners of GPA and Grupo
Éxito, in which we hold a 33% and a 55% economic interest as of June 30, 2019, respectively, but which are
fully consolidated in our financial statements due to our ultimate voting rights in these entities.
ix