Obligation Casino Guichard Perrachon SA 6.625% ( XS2276596538 ) en EUR

Casino Guichard Perrachon SA

0.01 % ⇌

France

XS2276596538 ( en EUR )

6.625% par an ( paiement semestriel )

14/01/2026

Prospectus brochure de l'obligation Casino Guichard Perrachon SA XS2276596538 en EUR 6.625%, échéance 14/01/2026

100 000 EUR

400 000 000 EUR

15/07/2024 ( Dans 56 jours )

L'Obligation émise par Casino Guichard Perrachon SA ( France ) , en EUR, avec le code ISIN XS2276596538, paye un coupon de 6.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/01/2026

LISTING PROSPECTUS

NOT FOR DISTRIBUTION IN THE UNITED STATES
OR TO U.S. PERSONS

Casino, Guichard-Perrachon S.A.
400,000,000 6.625% Senior Notes due 2026
Casino, Guichard-Perrachon S.A., a société anonyme organized under the laws of France, having its registered office at 1, cours Antoine
Guichard, 42000 Saint-Étienne, France (the "Issuer" or "CGP"), is offering (the "Offering") 400 million aggregate principal amount of its
6.625% senior notes due 2026 (the "Notes").
The Notes will be issued pursuant to an indenture (the "Indenture") to be dated December 22, 2020 (the "Issue Date"), among, inter alios,
the Issuer and Citibank, N.A., London Branch, as trustee (the "Trustee").
The Notes will bear interest at a rate of 6.625% per annum and will mature on January 15, 2026. The Issuer will pay interest semi-annually in
arrears on the Notes on January 15 and July 15 of each year, commencing on July 15, 2021. Interest on the Notes will accrue from the Issue
Date.
At any time prior to January 15, 2023, 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"). In addition, at any time prior to
January 15, 2023, the Issuer may redeem up to 40% of the original aggregate principal amount of the Notes (including principal amount of
any additional Notes issued) with the net cash proceeds of certain equity offerings at the redemption price specified herein. At any time on or
after January 15, 2023, 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 unsecured 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. The Notes
will not be guaranteed as of the Issue Date.
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 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 38 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 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 are being offered and sold to non-U.S. persons outside the United
States in offshore transactions in accordance with Regulation S under the Securities Act ("Regulation S"). The Notes may not be
offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S),
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. See
"Notice to Investors" and "Plan of Distribution" for additional information about eligible offerees.
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".
Joint Global Coordinators
and Physical Bookrunners

Joint Global Coordinators
and Joint Bookrunners
BNP PARIBAS
J.P. Morgan

Crédit Agricole CIB
HSBC

Joint Bookrunners

BofA Securities
Citigroup
Goldman Sachs
International
Natixis
Société Générale
The date of this Listing Prospectus is January 11, 2021

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 January 11, 2021.

TABLE OF CONTENTS

Page
IMPORTANT INFORMATION ABOUT THIS LISTING PROSPECTUS ........................................................ ii
STABILIZATION ................................................................................................................................................. iv
NOTICE TO INVESTORS .................................................................................................................................... v
AVAILABLE INFORMATION ......................................................................................................................... vii
FORWARD-LOOKING STATEMENTS .......................................................................................................... viii
PRESENTATION OF FINANCIAL AND OTHER INFORMATION ................................................................. x
CERTAIN DEFINITIONS ................................................................................................................................ xvii
SUMMARY ........................................................................................................................................................... 1
SUMMARY CORPORATE AND FINANCING STRUCTURE ........................................................................ 20
THE OFFERING .................................................................................................................................................. 22
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION AND OTHER DATA .......... 25
RISK FACTORS .................................................................................................................................................. 38
USE OF PROCEEDS ........................................................................................................................................... 72
CAPITALIZATION ............................................................................................................................................. 73
SELECTED HISTORICAL FINANCIAL DATA ............................................................................................... 76
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ........................................................................................................................................... 82
INDUSTRY ........................................................................................................................................................ 127
BUSINESS ......................................................................................................................................................... 137
REGULATION .................................................................................................................................................. 176
MANAGEMENT ............................................................................................................................................... 190
PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS ............................................. 202
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ................................................................. 206
DESCRIPTION OF THE NOTES ...................................................................................................................... 258
BOOK-ENTRY, DELIVERY AND FORM....................................................................................................... 320
CERTAIN TAX CONSIDERATIONS .............................................................................................................. 324
CERTAIN INSOLVENCY LAW CONSIDERATIONS ................................................................................... 326
PLAN OF DISTRIBUTION ............................................................................................................................... 346
LEGAL MATTERS ........................................................................................................................................... 349
INDEPENDENT AUDITORS ........................................................................................................................... 350
LISTING AND GENERAL INFORMATION ................................................................................................... 351
INDEX TO THE FINANCIAL STATEMENTS ................................................................................................... 1

IMPORTANT INFORMATION ABOUT THIS LISTING PROSPECTUS
The Notes are being offered in accordance with and 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 does not constitute an offer to any other person or to the public generally to subscribe for or
otherwise acquire any 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, J.P.
Morgan Securities plc, Crédit Agricole Corporate and Investment Bank, HSBC Continental Europe, BofA
Securities Europe SA, Citigroup Global Markets Limited, Goldman Sachs International, Natixis 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 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 as described under "Plan of distribution". By purchasing any of the Notes, you will be
ii

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 accepts responsibility for the information contained in this Listing Prospectus and 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.
iii

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.
iv

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. In making your purchase, you will be deemed to have made certain acknowledgments,
representations and agreements. This Listing Prospectus is being provided 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.
MiFID II Product Governance / Professional Investors and ECPs Only Target Market
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.
Notice to Investors in the European Economic Area and United Kingdom Retail Investors
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 or in the UK. 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 or
in the UK has been prepared and therefore, offering or selling the Notes or otherwise making them available to
any retail investor in the EEA or in the UK 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
v

such fact in writing may, with the consent of the Initial Purchasers, be permitted to subscribe for or purchase the
Notes in the Offering.
References to Regulations or Directives include, in relation to the UK, those Regulations or Directives
as they form part of the UK domestic law by virtue of the European Union (Withdrawal) Act 2018 or have been
implemented in UK domestic law, as appropriate.
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 (Code
monétaire et financier) 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 in France except 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 in France except 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 (Code monétaire et
financier).
The direct or indirect distribution of the Notes 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 (Code monétaire et financier).
Notice to Investors in the United Kingdom
This Listing Prospectus is not being distributed by, nor has it been approved by, an authorized person in
the United Kingdom and is for distribution only to, and is directed solely at, (x) 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"), or
(iii) are high net worth entities falling within Article 49(2)(a) to (d) of the Order and (y) any other 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 securities may
otherwise lawfully be communicated or caused to 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.
vi

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.
The Issuer 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, the Issuer 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.
vii

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;
risks relating to the impact of the COVID-19 pandemic or other future pandemics on our operations;
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, government-
imposed lockdowns, civil unrest, disruptive geopolitical events or natural disasters;
the impacts of climate change, climate change regulations and adverse weather conditions;
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;
viii

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;
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;
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;
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; 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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