Cnova N.V.: Information regarding buy-out of minority shareholders, suspension of trading and delisting

CNOVA N.V.
Information regarding buy-out of minority shareholders, suspension of trading and delisting

AMSTERDAM – 31 March 2025, 18:15 CET Cnova N.V. (Euronext Paris: CNV; ISIN: NL0010949392) (“Cnova” or the “Company”) refers to the press release by Casino, Guichard-Perrachon S.A. (Euronext Paris: CO; ISIN: FR0000125585) ( "Casino ") dated 31 March 2025 on information regarding the buy-out of minority shareholders of Cnova.

Casino has indicated that as from 2 April 2025 and following the judgment rendered by the Enterprise Chamber of the Court of Appeal in Amsterdam, the Netherlands (the “Enterprise Chamber”) on 11 February 2025, the process to buy-out the minority shareholders of Cnova will commence. Reference is also made to Casino’s press releases regarding the buy-out proceedings of 17 October 2024 and 12 February 2025. As a reminder, Casino holds 98.8% of the share capital and voting rights of Cnova. 4,108,639 Cnova shares (representing 1.2% of the share capital) will therefore be subject to the buy-out procedure.

The Enterprise Chamber has set the buy-out price per Cnova share at EUR 0.09, which will be increased with statutory interest from 30 June 2024 to the Settlement Date or the Buy-Out Date (as defined below), resulting in an expected final amount of EUR 0.0957 per share. 

Starting from 2 April 2025 and until 11 June 2025 (13 June for US shareholders whose account holders are registered with Depositary Trust Company (DTC)) (the “Reference Date”), i.e. during a period of ten (10) weeks starting from the second trading day following the publication of this press release (the “Voluntary Transfer Period”), the shareholders of Cnova will be offered to voluntarily comply with the Enterprise Chamber 's order by transferring their shares to Casino. The last day of the Voluntary Transfer Period will be 11 June 2025 (13 June for US shareholders), and all the orders for transfer will be settled on 18 June 2025 (the “Settlement Date”). Following this period, shareholders will only be able to obtain payment for their shares through application to the consignment fund of the Dutch Ministry of Finance (the “Consignment Fund”). The way in which shareholders may voluntarily comply with the Enterprise Chamber 's order or claim the buy-out price from the Consignment Fund are detailed below.

In order to facilitate these operations, and in the holders’ interest, Cnova has requested Euronext Paris to suspend the trading of the Cnova shares as from 2 April 2025. 

I)      Voluntary Transfer Period

The shareholders of Cnova will be contacted by their financial intermediaries, informing them of the commencement of the Voluntary Transfer Period, and will provide them with the relevant instruction on how shareholders can transfer their shares to Casino. Shareholders are advised to contact their account holders to seek advice in case they have not heard from them once the Voluntary Transfer Period has commenced.

Equiniti will be the centralized agent for the main contribution of the shares during the Voluntary Transfer Period in coordination with Uptevia for the shares registered in Euroclear France. Equiniti and Uptevia will communicate with the financial intermediaries to (i) provide information on how shareholders can voluntarily comply with the court order, (ii) centralize the applications of the shareholders and (iii) deliver the shares on the securities account held by Casino. In the days following the Settlement Date, the amount corresponding to the buy-out price (increased with statutory interest) will be transferred to the Cnova shareholders that voluntarily transferred their shares during the Voluntary Transfer Period through their account holders. The shareholders who hold their shares with brokers registered with the Depositary Trust Company (DTC) will receive the price in U.S. dollars, and the shareholders who hold their shares in affiliated institutions of Euroclear France will receive the price in euros. 

The mandatory transfer will be implemented on the Settlement Date. After the Settlement Date, the Cnova shares will no longer be eligible for settlement through DTC (and therefore Euroclear Bank and France) (the “Buy-Out Date”). All the shareholders who have not tendered their shares will have their securities accounts debited by their custodian banks and these shares will be delivered by Equiniti to Casino’s account with Equiniti.

II)      Consignment fund

Casino has indicated to transfer the aggregate buy-out price (increased with statutory interest) representing the shares which have not been voluntarily transferred to the Consignment Fund on the Buy-Out Date. Casino will receive proof of consignment and subsequently, all Cnova shares not held by Casino will be transferred to Casino free from any encumbrances or third-party rights, in accordance with Dutch law and the Enterprise Chamber’s judgment.

Former shareholders of Cnova will then only be entitled to payment of the buy-out price (increased with statutory interest) from the Consignment Fund, in accordance with applicable laws and regulations in the Netherlands. In order to claim the buy-out price from the Consignment Fund, former shareholders may provide a holding statement from their intermediary, indicating the number of Cnova shares they held on the Buy-Out Date. An English informal translation of the form through which shareholders can claim the buy-out price (increased with statutory interest) for their shares, are available at: https://www.groupe-casino.fr/wp-content/uploads/2025/03/Form-consignment-fund-ENG.pdf. .

III)      Delisting

Since Casino will own 100% of the share capital and voting rights of Cnova following the steps described above, Cnova will initiate, in coordination with Casino, a delisting procedure with Euronext Paris shortly after the settlement of the mandatory buy-out. For operational reasons related to the settlement of the buyout procedure of Cnova shares, the listing of Cnova shares will remain suspended from 2 April 2025, until the delisting is completed. Casino will keep the shareholders of Cnova informed of the decision of Euronext Paris.

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About Cnova N.V.

Cnova N.V., the French ecommerce leader, serves 7.0 million active customers via its state-of-the-art website, Cdiscount. Cnova N.V.’s product offering provides its B2C clients with a wide variety of very competitively priced goods, fast and customer-convenient delivery options, practical and innovative payment solutions as well as travel and entertainment services. Cnova N.V. also serves B2B clients internationally through Octopia (Marketplace-as-a-Service solutions), Cdiscount Advertising (advertising services for sellers and brands) and C-Logistics (end-to-end logistic ecommerce solution). Cnova N.V. is part of Casino group, a global diversified retailer. Cnova N.V. 's news releases are available at www.cnova.com. Information available on, or accessible through, the sites referenced above is not part of this press release.

This press release contains regulated information (gereglementeerde informatie) within the meaning of the Dutch Financial Supervision Act (Wet op het financieel toezicht) which must be made publicly available pursuant to Dutch and French law. This press release is intended for information purposes only.

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