Bond Casino Guichard-Perrachon SA 4.87% ( FR0011606169 ) in EUR

Casino Guichard-Perrachon SA

100 % ▲

France

FR0011606169 ( in EUR )

4.87% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Casino Guichard Perrachon SA FR0011606169 en EUR 4.87%, maturity Perpetual

100 000 EUR

750 000 000 EUR

31/01/2026 ( In 263 days )

Casino Guichard-Perrachon SA is a French multinational retail company operating a diverse portfolio of hypermarkets, supermarkets, and convenience stores primarily in France, but also internationally, including brands like Géant Casino, Casino Supermarchés, and Franprix.

The Bond issued by Casino Guichard-Perrachon SA ( France ) , in EUR, with the ISIN code FR0011606169, pays a coupon of 4.87% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

I
Casino, Guichard-Perrachon
Euro 750,000,000 Undated Deeply Subordinated Fixed to Reset Rate Notes
Issue Price: 100 per cent.
This document
docum
constitutes a prospectus (the "Prospectus") for the purposes of Article 5.3 of Directive 2003/71/EC, as amended
am
(which
includes the amendm
am
ents
endm
made by Directive 2010/73/EU) (the "Prospectus Directive") and the relevant implem
im
enting
plem
measures in
Luxembourg.
Application has been made for approval of this Prospectus to the Commission de surveillance du secteur financier (the "CSSF") in Luxembourg
in its capacity as competent
com
authority under the loi relative aux prospectus pour valeurs mobilières dated 10 July 2005, as amended
am
(the
"Prospectus Act 2005").
Application has been made to the Luxembourg
Luxem
Stock Exchange for the Notes to be admitted
adm
to trading on the Luxembourg Stock Exchange's
regulated market and to be listed on the official list of the Luxembourg Stock Exchange
regulated market and to be listed on the official list of the Luxem
which constitutes a regulated market for the purposes of
a regulated m
the Markets in Financial Instruments Directive 2004/39/EC, as amended,
am
appearing on the list of the regulated markets
ma
issued by the European
Commission. In accordance with article 7(7) of the Prospectus Act 2005, the CSSF shall give no undertaking as to the economical and financial
CSSF shall give no undertaking as to the econom
soundness of the operation or the quality or solvency of the Issuer by approving this Prospectus.
The Notes of Casino, Guichard-Perrachon (the "Issuer" or "Casino") will be issued on 24 October 2013 (the "Issue Date"). Principal and
interest on the Notes constitute direct, unconditional, unsecured and Deeply Subordinated Obligations of the Issuer and rank and will rank pari
passu among themselves and pari passu with all other present or future Deeply Subordinated Obligations, but shall be subordinated to the titres
participatifs issued by, and the prêts participatifs granted to, the Issuer, to Ordinary Subordinated Obligations and to Unsubordinated
Obligations of or issued by the Issuer (as all such terms
term are defined in "Terms and Conditions of the Notes Status of the Notes Deeply
Subordinated Notes"). See "Terms and Conditions of the Notes Status of the Notes Deeply Subordinated Notes" herein.
Unless previously redeemed in accordance with "Terms and Conditions of the Notes Redemption
Redem
and Purchase", interest on the Notes will
accrue (i) at a rate of 4.870 per cent. per annum from a
from nd
a including the Issue Date to but excluding 31 January 2019 (the "First Reset Date"),
and thereafter (ii) at a rate calculated on the basis of the applicable 5-year Swap Rate (as defined herein) in respect of the relevant Reset Period
(as defined herein) plus a margin
ma
of (x) 3.819 per cent. per annum from a
from nd including the First Reset Date to but excluding 31 January 2039
and (y) 6.569 per cent. per annum from and including 31 January 2039; interest will be payable annually in arrear on 31 January in each year
(each, an "Interest Payment
Paym
Date"), commencing on 31 January 2014. There will be a short first coupon for the period from, and including, the
There will be a short first coupon for the period from
Issue Date to, but excluding, 31 January 2014.
Interest payments
paym
under the Notes may
ma be deferred at the option of the Issuer as set out in "Terms and Conditions of the Notes 
Interest Interest Deferral" herein.
The Notes are undated and have no final maturity. The Issuer may,
ma at its option, redeem all, but not some
som only, of the Notes at their principal
amount (together with any accrued interest and Arrears of Interest (including Additional Interest Amounts thereon))
Am
on the First Reset Date, the
Second Reset Date (as defined herein) and on each Interest Payment Date thereafter, as set out in "Terms and Conditions of the Notes
Redemption and Purchase
Redem
Optional Redemption".
Optional Redem
In addition, the Issuer may redeem all, but not some only, of the Notes upon the occurrence
of a Gross-Up Event, a Withholding Tax Event, a Tax Deductibility Event, an Accounting Event, a Rating Event or a Repurchase Event. See
"Terms and Conditions of the Notes Redemption and Purchase" herein. The Issuer may also, at any time, redeem all, but not some only, of the
Notes following the occurrence of a Change of Control Call Event. See "Terms and Conditions of the Notes Redemption
em
and Purchase
Redemption following a Change of Control Call
Redem
Event". If such Change of Control Call Event is not exercised, the interest payable on the Notes
will be increased by an additional margin of 5 per cent. per annum.
The Notes will be in bearer dematerialised form (au porteur) in the denomination of Euro 100,000 inscribed as from the Issue Date in the books
of Euroclear France S.A. ("Euroclear France") which shall credit the accounts of the Account Holders (as defined in terms and conditions of
the Notes) including Euroclear Bank S.A./N.V. ("Euroclear") and the depositary bank for Clearstream Banking, société anonyme
("Clearstream, Luxembourg
Luxem
"). The Notes will at all times be represented in book entry form (
form dématérialisés) in the books of the Euroclear
France Account Holders in compliance
com
with Articles L.211-3 and R.211-1 of the French Code monétaire et financier. No physical document
docum
(including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be issued in respect of the
Notes) of title will be issued in respect of the Notes.
The Notes are expected to be rated BB by Standard & Poor's Ratings Services ("S&P") and BB by Fitch Ratings ("Fitch"). As of the date of
this Prospectus, S&P and Fitch are established in the European Union and registered under Regulation (EC) No. 1060/2009 on credit ratings

agencies, as amended (the "CRA Regulation") and are included in the list of credit rating agencies registered in accordance with the CRA
Regulation published on the European Securities and Markets Authority's website (www.esma.europa.eu/page/List-registered-and-certified-
CRAs). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by
the assigning rating agency.
Joint Structuring Advisors to the Issuer, Joint Global Coordinators and Joint Bookrunners
Deutsche Bank
J.P. Morgan
Joint Bookrunners
Barclays
Citigroup
Société Générale Corporate & Investment Banking
The Royal Bank of Scotland
UBS Investment Bank
The date of this Prospectus is 22 October 2013
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This Prospectus is to be read and construed in conjunction with the documents incorporated by reference in it
(see "Documents Incorporated by Reference" below) which have been previously published or are published
simultaneously with this Prospectus and that have been filed with the CSSF in Luxembourg and shall be deemed
to be incorporated by reference in, and form part of, this Prospectus (except to the extent so specified in, or to the
extent inconsistent with, this Prospectus).
This Prospectus (together with any document incorporated by reference) constitutes a prospectus for the
purposes of Article 5.3 of the Prospectus Directive in respect of, and for the purpose of giving information with
regard to, the Issuer and its respective consolidated subsidiaries and affiliates as a whole (together with the
Issuer, the "Group", "Group Casino" or "Casino Group") and the Notes which, according to the particular
nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets
and liabilities, financial position, profit and losses and prospects of the Issuer.
No person has been authorised to give any information or to make any representation other than those
contained in this Prospectus in connection with the issue or sale of the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or any of
Deutsche Bank AG, London Branch, J.P. Morgan Securities plc (the "Joint Structuring Advisors to the Issuer,
Joint Global Coordinators and Joint Bookrunners"), Barclays Bank PLC, Citigroup Global Markets Limited,
Société Générale, The Royal Bank of Scotland plc and UBS Limited (together with the Joint Structuring
Advisors to the Issuer, Joint Global Coordinators and Joint Bookrunners, the "Managers"). Neither the delivery
of this Prospectus nor any sale made in connection herewith shall, under any circumstances, create any
implication that there has been no change in the affairs of the Issuer or the Group since the date hereof or that
there has been no adverse change in the financial position of the Issuer or the Group since the date hereof or
that any other information supplied in connection with this Prospectus is correct as of any time subsequent to
the date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Prospectus and the offering or sale of the Notes in certain jurisdictions may be restricted
by law. Persons into whose possession this Prospectus comes are required by the Issuer and the Managers to
inform themselves about and to observe any such restriction.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended
(the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United
States. Subject to certain exceptions, the Notes may not be offered or sold within the United States or to a U.S.
person. For a description of certain restrictions on offers and sales of Notes and on distribution of this
Prospectus, see "Subscription and Sale" herein. The Notes are being offered and sold outside the United States
to non-U.S. persons in reliance on Regulation S under the Securities Act ("Regulation S").
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Managers to
subscribe for, or purchase, any Notes.
The Managers have not separately verified the information contained in this Prospectus. None of the Managers
makes any representation, express or implied, or accepts any responsibility, with respect to the accuracy or
completeness of any of the information in this Prospectus. Neither this Prospectus nor any other financial
statements are intended to provide the basis of any credit or other evaluation and should not be considered as a
recommendation by any of the Issuer or the Managers that any recipient of this Prospectus should purchase the
Notes. Each potential purchaser of Notes should determine for itself the relevance of the information contained,
or incorporated by reference, in this Prospectus and its purchase of Notes should be based upon such
investigation as it deems necessary. None of the Managers undertakes to review the financial condition or
affairs of the Issuer or the Group during the life of the arrangements contemplated by this Prospectus nor to
advise any investor or potential investor in the Notes of any information coming to the attention of any of the
Managers.
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In this Prospectus, unless otherwise specified or the context otherwise requires, references to "", "Euro",
"EUR" or "euro" are to the single currency of the participating member states of the European Union which
was introduced on 1 January 1999.
In connection with the issue of the Notes, Deutsche Bank AG, London Branch will act as stabilising manager
(the "Stabilising Manager"). The Stabilising Manager (or persons acting on behalf of the Stabilising 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 is no assurance that the Stabilising Manager
will undertake stabilisation action. Any stabilisation 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
it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the date of the
allotment of the Notes. Any stabilisation action or over-allotment shall be conducted in accordance with
applicable laws and rules.
In this Prospectus, any discrepancies in any table between totals and the sums of the amounts listed in such table
are due to rounding.
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TABLE OF CONTENTS
Page
RISK FACTORS...........................................................................................................................................6
GENERAL DESCRIPTION OF THE NOTES ...............................................................................................19
DOCUMENTS INCORPORATED BY REFERENCE....................................................................................30
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS................................34
TERMS AND CONDITIONS OF THE NOTES.............................................................................................35
USE OF PROCEEDS...................................................................................................................................54
DESCRIPTION OF CASINO, GUICHARD-PERRACHON ...........................................................................55
RECENT DEVELOPMENTS.......................................................................................................................59
TAXATION................................................................................................................................................71
SUBSCRIPTION AND SALE ......................................................................................................................75
GENERAL INFORMATION .......................................................................................................................78
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RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the
Notes. All of these factors are contingencies which may or may not occur and the Issuer is not in a
position to express a view on the likelihood of any such contingency occurring. The risk factors may
relate to the Issuer or any of its subsidiaries.
In addition, factors which are material for the purpose of assessing the market risks associated with
the Notes are also described below.
The Issuer believes that the factors described below represent the principal risks inherent in
investing in the Notes, but the inability of the Issuer to pay interest, principal or other amounts on
or in connection with the Notes may occur for other reasons and the Issuer does not represent that
the statements below regarding the risks of holding the Notes are exhaustive. The risks described
below are not the only risks the Issuer faces. Additional risks and uncertainties not currently known
to the Issuer or that it currently believes to be immaterial could also have a material impact on its
business operations. Prospective investors should also read the detailed information set out
elsewhere or incorporated by reference in this Prospectus and reach their own views prior to
making any investment decision. In particular, investors should make their own assessment as to the
risks associated with the Notes prior to investing in the Notes.
Subject to the above provisions, the Group has reviewed the main risks that could have a material
impact on its operations, financial position or results. These risks are described below.
The order in which the following risks factors are presented is not an indication of the likelihood of
their occurrence.
Terms used but not defined in this section shall have the same meaning as that set out in the "Terms
and Conditions of the Notes" and on the cover page of this Prospectus.
1. RISK FACTORS RELATING TO THE ISSUER
MARKET RISKS
The Group has set up an organisation to oversee its financial risks (liquidity, currency and interest
rate risks) and where appropriate manage them on a centralised basis. The Corporate Finance
Department, which reports to the Group Chief Financial Officer, is responsible for managing these
risks and has the necessary expertise and tools to fulfil this task. The Corporate Finance Department
operates on the main financial markets according to guidelines that guarantee the highest levels of
efficiency and security. A regular reporting system has been set up, allowing Group management to
sign off on the policies followed, which are based on strategies approved in advance by
management.
Interest rate risk
Detailed information about interest rate risk is provided in note 32 to the consolidated financial
statements included in the 2012 Annual Report (as defined under the section "Documents
Incorporated by Reference" herein). The Casino Group uses various financial instruments to
manage interest rate risk, particularly swaps. These instruments are used solely for hedging
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purposes. Details of hedging positions are provided in note 32 to the consolidated financial
statements included in the 2012 Annual Report.
Currency risk
Information about currency risk is provided in notes 32 and 32.2.2 to the consolidated financial
statements included in the 2012 Annual Report. The Casino Group uses various financial
instruments to manage currency risks, particularly swaps and forward purchases and sales of foreign
currencies. These instruments are used solely for hedging purposes.
Liquidity risk
The breakdown of debt and confirmed lines of credit by maturity and currency is provided in note
32.4 to the consolidated financial statements included in the 2012 Annual Report, together with
additional information concerning debt covenants which, if breached, would trigger early
repayment obligations.
The Group's liquidity position appears to be very satisfactory. Upcoming repayments of short-term
financial liabilities and seasonal working capital requirements are comfortably covered by cash,
cash equivalents and undrawn confirmed bank lines.
The Group's policy is to continuously monitor and forecast its liquidity position in order to ensure
that it always has sufficient liquid assets to settle its liabilities as they fall due, in either normal or
impaired market conditions.
The Group's cash and cash equivalents present no liquidity or value risk.
Its loan and bond agreements issues include the customary covenants and default clauses, including
pari passu, negative pledge and cross-default clauses.
Casino, Guichard-Perrachon's bond issues on the euro market and its commercial paper
programmes do not include any covenants related to financial ratios. Most of the Group's other loan
agreements contain financial covenants and mainly concern subsidiaries in France, Brazil and
Thailand.
In the event of a change of control of Casino, Guichard-Perrachon (within the meaning of
article L.233-3 of the French Commercial Code, Code de commerce, most loan agreements include
an option for the lenders, at the discretion of each, to request immediate repayment of all sums due
and, where applicable, the cancellation of any credit commitments entered into with the Company.
In addition, some bond issues made by Casino, Guichard-Perrachon contain an acceleration clause
at the investors' discretion should its long-term senior debt rating be downgraded to non-investment
grade due to a change of majority shareholder.
The loan agreements do not give the lenders the option to accelerate repayment if the Group's credit
ratings are downgraded.
Commodity risk
Given the nature of its business, the Company is not exposed to any material commodity risk.
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Equity risk
Information relating to equity risk is detailed in note 32.5 to the consolidated financial statements
included in the 2012 Annual Report.
The Group uses equity derivative instruments (total return swap, forward, call) aiming at building
synthetically an economic exposure to listed shares of its subsidiaries (see note 8.2 to the
consolidated financial statements included in the 2012 Annual Report).
The Group does not hold significant financial investments in listed companies other than its
subsidiaries or treasury shares and does not invest, in its current cash management policy, in
monetary instruments subject to equity risk.
Credit and counterparty risk
The Group is exposed to customer credit risks through its consumer finance subsidiary, Banque du
Groupe Casino. These risks are measured by a specialist service provider using credit-scoring
techniques. Further information on credit and counterparty risk is provided in note 32.3 to the
consolidated financial statements included in the 2012 Annual Report. Part of the Group's
supermarkets and convenience stores are operated by affiliates or franchisees. The credit risk
relating to these affiliates and franchisees is assessed by the Group on a case-by-case basis and
taken into account in its credit management policy, mainly by taking collateral or guarantees.
OPERATIONAL RISKS
Risks related to non-renewal of leases and real estate assets
Casino has standard commercial leases on its supermarket and convenience store premises but has
no assurance that they will be renewed on expiry.
The owners could have other plans for the premises on expiry of the lease, which could prompt
them not to renew the Company's lease despite the high amount of compensation for eviction they
would have to pay. However, commercial leases are governed by strict legislation as regards term,
termination, renewal and rent indexation, which limits what owners can impose.
Given the very few disputes caused by non-renewal of commercial leases, the risk is not considered
to be in any way material.
As regards property development, where the Group is the project owner, specifications are drawn
up by experts in accordance with the prevailing regulations and the functional and operational
objectives set for each project.
More generally, the Group's real estate portfolio is monitored regularly to ensure its proper use.
Risks associated with sales methods
The Group's banners in France have affiliate and franchise networks. These represented almost
59% of sales outlets at 31 December 2012, corresponding mainly to supermarket networks
(including Leader Price) and convenience store networks.
The credit risk on these convenience store affiliates and franchises is taken into account in the
Group's credit management policy.
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Risks related to trademarks and banners
The Group owns substantially all of its trademarks and is not dependent on any specific patents or
licences, except for the Spar trademark which is licensed to the Group for the French market. The
licence was renewed for ten years in 2009.
Furthermore, although the Group has a preventive policy of protecting all its trademarks, it does not
believe that an infringement would have a material impact on its operations or results.
Supplier and merchandise management risk
The Group is not dependent on any specific supply, manufacturing or sales contracts. Casino deals
with over 30,000 suppliers.
For example, the Group has its own logistics network in France (approximately 899,000 sq.m.
currently spread among 19 sites) managed by its Easydis subsidiary. The network spans the entire
country and delivers regularly to the Group's various banners, with the exception of Monoprix and
Franprix-Leader Price which have their own logistics network.
Risks related to private-label goods
As the leading private-label retailer in the market, the Group sells products under its own brand and
can therefore be considered as a producer/manufacturer. It draws up stringent specifications in
terms of nutritional quality and quality standards for its product ingredients. However, it is
nonetheless exposed to a product liability risk.
Information systems risk
The Group is increasingly dependent on shared information systems for the production of costed
data used as the basis for operating decisions. Security features are built into systems at the design
phase and procedures are in place to constantly monitor systems security risks.
However, an information systems failure would not have any material or prolonged impact on the
Company's operations or results.
Geographical risk
Part of the Group's business is exposed to risks and uncertainties arising from trading in countries
(in Latin America and Asia, for example) that notably could experience or have recently
experienced periods of economic or political instability. Recent events are described in notes 3 and
34 to the consolidated financial statements included in the 2012 Annual Report. In 2012,
international operations accounted for 56.04% of consolidated revenue and 65.8% of consolidated
trading profit.
Industrial and environmental risks
In 2002, Casino's commitment to sustainable development prompted it to set up a dedicated
organisational framework. In 2009, due to the growing internationalisation of its business, the
Group signed up to the United National Global Compact. A Group CSR department was set up in
2010 to foster its corporate social responsibility approach in both its French and international
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subsidiaries. CSR officers have been appointed in all subsidiaries throughout the world and they
meet on a regular basis.
Environmental risks and management procedures are described in the Environmental Report
provided after in this Registration Document.
LEGAL RISKS
Compliance risk
The Group is mainly subject to regulations governing the management of facilities open to the
public and listed facilities. Certain Group businesses are governed by specific regulations, and more
particularly Casino Vacances (travel agency), Banque du Groupe Casino (banking and consumer
finance), Sudéco (real estate agency), Floréal and Casino Carburants (service stations), Mercialys
(listed REIT-style property company), L'Immobilière Groupe Casino (property company) and
GreenYellow (photovoltaic energy production). In addition, administrative consents are required to
open new stores and extend existing ones. International subsidiaries may be subject to similar
requirements under local legislation.
Tax and customs risk
The Group is subject to periodic tax audits in France and its various other host countries. Provision
is made for all accepted reassessments. Contested reassessments are provided for on a case-by-case
basis, according to estimates taking into account the risk of an unfavourable outcome.
Claims and litigation
In the normal course of its business, the Group is involved in various legal or administrative claims
and litigation and is subject to audits by regulatory authorities. Provisions are set aside to cover
these proceedings when the Group has a legal, contractual or constructive obligation towards a third
party at the year-end, it is probable that an outflow of resources embodying economic benefits will
be required to settle the obligation, and the amount of the obligation can be reliably estimated.
Information on claims and litigation is provided in notes 27 and 34 to the consolidated financial
statements included in the 2012 Annual Report.
As of the Registration Document filing date, the Company is not and has not been involved in any
other governmental, legal or arbitration proceedings (including any such proceedings that are
pending or threatened of which the Company is aware) during a period covering at least the
previous 12 months which may have, or have had in the recent past, material negative effects on the
financial position or profitability of the Company and/or the Group.
However, as noted in the "Shareholder pacts" section of the 2012 Annual Report incorporated by
reference herein, in its final ruling handed down on 4 February 2011 in the dispute between the
Casino Group and the Baud family over Franprix and Leader Price dividends and late interest, the
arbitration board rejected the Baud family's claim for payment of Franprix-Leader Price dividends
for 2006 and 2007 and additional compensation in respect of their foreign tax position, due to
accounting errors and irregularities in the financial statements. In compliance with the arbitration
board's ruling, in first-half 2011 Casino paid the Baud family 34 million in compensation
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Document Outline

#1">Casino Undated 2013 Notes_Prospectus.docx