Obligation Guichard Casino 5.25% ( XS2328426445 ) en EUR

Société émettrice Guichard Casino
Prix sur le marché refresh price now   0.04 %  ⇌ 
Pays  France
Code ISIN  XS2328426445 ( en EUR )
Coupon 5.25% par an ( paiement semestriel )
Echéance 15/04/2027



Prospectus brochure de l'obligation Casino Guichard XS2328426445 en EUR 5.25%, échéance 15/04/2027


Montant Minimal /
Montant de l'émission /
Prochain Coupon 15/04/2026 ( Dans 65 jours )
Description détaillée Casino Guichard est une entreprise familiale française de distribution diversifiée, opérant des supermarchés, hypermarchés et magasins de proximité sous différentes enseignes, principalement en Europe et en Amérique du Sud.

L'Obligation émise par Guichard Casino ( France ) , en EUR, avec le code ISIN XS2328426445, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/04/2027









LISTING PARTICULARS

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

Casino, Guichard-Perrachon S.A.
525,000,000 5.25% Senior Notes due 2027
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") 525 million aggregate principal amount of its 5.25% senior
notes due 2027 (the "Notes").
The Notes were issued pursuant to an indenture (the "Indenture") dated April 13, 2021 (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 5.25% per annum and will mature on April 15, 2027. The Issuer will pay interest on the Notes semi-annually
in arrear on April 15 and October 15 of each year, commencing on October 15, 2021. Interest on the Notes accrues from the Issue Date.
At any time prior to April 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 these listing particulars (the "Listing Particulars"). In addition, at any time prior to April 15, 2023, the
Issuer may redeem up to 40% of the original aggregate principal amount of the Notes (including the 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 April 15, 2023, the
Issuer may redeem all or part of the Notes at the redemption prices set forth herein, plus accrued interest and additional amounts, if any. 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
principal 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 a price equal to 101% of their
principal amount plus accrued and unpaid interest and additional amounts, if any. See "Description of the Notes".
The Notes are senior unsecured obligations of the Issuer, rank equal in right of payment to all of the Issuer's existing and future senior indebtedness
and rank senior to all of the Issuer's future indebtedness that is subordinated in right of payment to the Notes. The Notes are effectively subordinated
to any existing and future secured indebtedness of the Issuer to the extent of the value of the property and assets securing such indebtedness. The
Notes are structurally subordinated to all indebtedness of the Issuer's subsidiaries that do not guarantee the Notes. The Notes were not 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. These Listing Particulars constitute 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 41 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 were issued in minimum denominations of 100,000 and integral multiples of 1,000 in excess thereof. The Notes were represented
upon issuance by a global note in registered form, which was 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
Joint Global Coordinators
and Physical Bookrunners
and Joint Bookrunners
BNP PARIBAS
J.P. Morgan
Crédit Agricole CIB
HSBC
Joint Bookrunners
Santander
Citigroup
Credit Suisse
Goldman Sachs
Natixis
Corporate &
Bank Europe SE
Investment Banking
The date of these Listing Particulars is April 28, 2021






You should rely only on the information contained in these Listing Particulars. Neither the Issuer nor any
of BNP Paribas, J.P. Morgan AG, Crédit Agricole Corporate and Investment Bank, HSBC Continental
Europe S.A., Citigroup Global Markets Europe AG, Credit Suisse Securities, Sociedad de Valores, S.A.,
Goldman Sachs Bank Europe SE, Natixis and Banco Santander, S.A. (collectively, 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 these Listing Particulars is accurate as of any
date other than the date on the front of these Listing Particulars.

TABLE OF CONTENTS
Page
IMPORTANT INFORMATION ABOUT THESE LISTING PARTICULARS ....................................... iii
STABILIZATION ................................................................................................................................... v
NOTICE TO INVESTORS..................................................................................................................... vi
AVAILABLE INFORMATION ............................................................................................................ iix
FORWARD-LOOKING STATEMENTS ................................................................................................ x
PRESENTATION OF FINANCIAL AND OTHER INFORMATION .................................................. xiii
CERTAIN DEFINITIONS ................................................................................................................... xxi
SUMMARY ............................................................................................................................................ 1
SUMMARY CORPORATE AND FINANCING STRUCTURE ............................................................ 24
THE OFFERING................................................................................................................................... 27
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION AND OTHER
DATA ...................................................................................................................................... 31
RISK FACTORS ................................................................................................................................... 41
USE OF PROCEEDS ............................................................................................................................ 88
CAPITALIZATION .............................................................................................................................. 89
SELECTED HISTORICAL FINANCIAL DATA .................................................................................. 92
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS .................................................................................................. 96
INDUSTRY ........................................................................................................................................ 145
BUSINESS.......................................................................................................................................... 158
REGULATION ................................................................................................................................... 209
MANAGEMENT ................................................................................................................................ 230
PRINCIPAL SHAREHOLDERS AND RELATED PARTY TRANSACTIONS .................................. 246
DESCRIPTION OF CERTAIN FINANCING ARRANGEMENTS ..................................................... 252
DESCRIPTION OF THE NOTES ....................................................................................................... 319
BOOK-ENTRY, DELIVERY AND FORM ......................................................................................... 401
CERTAIN TAX CONSIDERATIONS ................................................................................................ 406
CERTAIN INSOLVENCY LAW CONSIDERATIONS ...................................................................... 409
PLAN OF DISTRIBUTION ................................................................................................................ 437
TRANSFER RESTRICTIONS ............................................................................................................ 441
LEGAL MATTERS ............................................................................................................................ 444
INDEPENDENT AUDITORS ............................................................................................................. 445
LISTING AND GENERAL INFORMATION ..................................................................................... 446
INDEX TO THE FINANCIAL STATEMENTS ................................................................................... F-1



ii






IMPORTANT INFORMATION ABOUT THESE LISTING PARTICULARS
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 these Listing Particulars are 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.
These Listing Particulars do 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 these Listing Particulars.
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.
These Listing Particulars have been prepared by us solely for use in connection with the Offering
of the Notes outside the United States in offshore transactions in reliance on Regulation S under the
Securities Act. These Listing Particulars do 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 these Listing Particulars 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 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 these Listing Particulars; 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 these
Listing Particulars. No person is authorized in connection with any offering made by these Listing
Particulars to give any information or to make any representation not contained in these Listing Particulars
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 these Listing Particulars is as of the date hereof and is subject to change, completion or amendment
without notice. Neither the delivery of these Listing Particulars 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 these Listing Particulars or in our business since
the date hereof. The information contained in these Listing Particulars 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 these Listing Particulars, and nothing contained in these Listing
Particulars 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
iii






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 these Listing Particulars, 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 these Listing
Particulars or any information contained therein, 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 wil be deemed to have made certain acknowledgments,
representations and agreements as described in those sections of these Listing Particulars. 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 these Listing Particulars 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 these Listing Particulars and for
the inclusion of its consolidated financial statements in these Listing Particulars. 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 these Listing Particulars 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 "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 these
Listing Particulars 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.


iv






STABILIZATION
IN CONNECTION WITH THIS OFFERING, BNP PARIBAS (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.


v






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. See "Transfer Restrictions". These Listing Particulars are being provided
to non-U.S. persons in offshore transactions in accordance with Regulation S under the Securities Act. The
Notes described in these Listing Particulars 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 these Listing Particulars. 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 European Economic Area 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. 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.
These Listing Particulars have been prepared on the basis that all offers of the Notes will be made
pursuant to an exemption under the Prospectus Regulation, from the requirement to produce a prospectus
for offers of the Notes. In relation to each Member State of the EEA (each, a "Member State"), with effect
from and including the date on which the Prospectus Regulation is implemented in that Member State no
offer of Notes to the public in that 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 these Listing Particulars.
vi






For the purposes of this provision, the expression an "offer of Notes to the public" in relation to
any Notes in any 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 Member State by any measure
implementing the Prospectus Regulation in that Member State.
Each subscriber for or purchaser of the Notes in the Offering located within a 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 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
These Listing Particulars have 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 (investisseurs qualifiés) within the meaning of Article 2(e) of the Prospectus Regulation and these
Listing Particulars have not been distributed or caused to be distributed and will not be distributed or caused
to be distributed in France except to qualified investors (investisseurs qualifiés) within the meaning of
Article 2(e) of the Prospectus Regulation.
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. 621-8-2 of the French
Monetary and Financial Code (Code monétaire et financier).
Notice to Investors in the United Kingdom
These Listing Particulars are not being distributed by, nor have they been approved by, an
authorized person in the United Kingdom and are for distribution only to, and are 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 (i i) 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 lawful y be communicated
or caused to be communicated (al such persons together being referred to as "relevant persons"). These
Listing Particulars are 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 these Listing Particulars
relate 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 these Listing Particulars or any of their contents.
vii






The securities described in these Listing Particulars are not intended to be offered, sold, distributed
or otherwise made available to and should not be offered, sold, distributed or otherwise made available to
any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); (i ) a
customer within the meaning of the provisions of the FSMA and any rules or regulations made under the
FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the
Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently no key
information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or sel ing the Notes or otherwise making them
available to retail investors in the United Kingdom has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the United Kingdom may be unlawful
under the UK PRIIPs Regulation.


viii






AVAILABLE INFORMATION
Each purchaser of Notes from the Initial Purchasers will be furnished with a copy of these Listing
Particulars and any amendments or supplements to these Listing Particulars. Each person receiving these
Listing Particulars and any amendments or supplements to these Listing Particulars 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 governs the Notes, the Issuer has agreed 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 these Listing Particulars
and is not part of these Listing Particulars.


ix






FORWARD-LOOKING STATEMENTS
These Listing Particulars contain 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", "wil ", "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 these
Listing Particulars 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 these Listing Particulars. 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 these Listing Particulars, 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;
x





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