Plesio (formerly Casino): agreement in principle on a restructuring that would dilute shareholders to less than 0.1%

A Term Loan B debt that would be reduced to €800 million and a majority of the share capital planned for FRH

The agreement provides for a €390 million capital increase reserved for FRH, intended to provide liquidity to the company. The principal of the Term Loan B debt would be reduced from €1.4 billion to €800 million and restructured over a period of five years, the difference being converted into equity.

This amount of €800 million could vary depending on the payment of part of the interest until the restructuring is completed. FRH would also buy back the shares resulting from this conversion from the lenders who selected option 1 described in the company's presentation.

According to Plesio, these terms make it possible to achieve the objectives communicated on November 24, 2025. These include maintaining the head office in Saint-Étienne, continuing the “Renouveau 2030” business plan, and supporting the current management team.

In return, the debt conversion and the liquidity injection by FRH will result, according to the press release, in “a massive dilution for existing shareholders”. The latter would hold less than 0.1% of the share capital after the transaction.

Final agreement, creditor vote and court approval to come

Plesio is now working on concluding a final agreement, known as a lock-up agreement, with all the parties concerned. The project must then obtain a favorable vote from the relevant creditors and shareholders on the amended accelerated safeguard plans.

These amended plans must then be approved by the Paris Commercial Court (Tribunal des activités économiques de Paris). The project also remains conditional on an agreement on the final documentation and on the steps necessary for its implementation.

The members of the TLB SteerCo will withdraw their appeals concerning the composition of the classes of affected parties before the voting deadline. They will then waive their actions for the cancellation of the accelerated safeguard plans, once the decisions adopting the amended plans have become final.

The banking partners will submit the terms of the agreement to their credit committees, accompanied by a favorable recommendation. For Philippe Palazzi, CEO of Plesio, “this agreement is not an endpoint, it will mark the beginning of a new chapter”.

Requests to extend consents until January 4, 2027

In parallel, the banking partners (the revolving credit facility, known as the RCF, and operational financing) are submitting to their credit committees, with a favorable opinion, the extension of the maturity of the operational financing until January 4, 2027. They are also submitting the extension, until the same date, of their consents not to rely on the ongoing discussions.

These consents also cover the non-payment of the Term Loan B interest installment due on September 27, 2026, announced by the group on September 24, 2026. A similar request has been submitted to the TLB creditors, whose response is expected in the coming days.

The holders of Quatrim bonds, whose nominal amount had been reduced to €94 million according to a press release dated October 21, 2026, have granted a similar consent. As long as no lock-up agreement is signed, it remains valid until the earlier of two dates: the expiry of the RCF creditors' consent or December 1, 2026.

Finally, on October 22 and November 3, 2026, the TLB creditors on the one hand, and the RCF and relevant operational financing creditors on the other, waived the events of default related to non-compliance with the financial leverage ratio as of September 30, 2026. These waivers are effective, but could end if a lock-up agreement is not signed.