The CARREFOUR group launches a public exchange offer on the shares of its subsidiary CENTROS COMERCIALES CARREFOUR that it controls directly or indirectly at 79.7%. This operation therefore applies to 20.3% of the equity, or 68.5 million shares held by minority shareholders.
The exchange parity proposed is 3 CARREFOUR shares for 10 CENTROS COMERCIALES CARREFOUR shares. This parity gives a premium on CENTROS COMERCIALES CARREFOUR of 14.4% on the basis of September 17th 2002 closing price, or respectively 19.5% and 20.3% on the basis of the average prices of the last 6 and 12 months.
CARREFOUR will complete the operation first by the use of treasury stock - around 12.7 million shares - and for the remainder by issuing new shares. In the hypothesis of an exchange of all CENTROS COMERCIALES CARREFOUR minority shareholders, the number of new CARREFOUR shares issued would reach 7.9 million, or 1.1% of the equity before the offer. CARREFOUR shareholders will be asked to approve the issue of the new shares in an Extraordinary Shareholders Meeting.
Through this operation, Carrefour pursues its reinforcement in Europe, after the acquisitions of GS in Italy and GB in Belgium in 2000 and 2001.
This operation, subject to the approval of the Spanish stock market authorities should be settled in December 2002. It will therefore have no impact on the 2002 results of CARREFOUR. In 2003, the impact on CARREFOURâ€™s EPS will be slightly positive before and after goodwill amortization.