UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule 13a-16 or
15d-16 of the Securities Exchange Act of 1934
For the month of January 2024
Commission File Number: 001-41736
Almacenes Éxito S.A.
(Exact Name as Specified in its Charter)
N/A
(Translation of registrant’s name into English)
Carrera 48 No. 32B Sur - 139
Avenida Las Vegas
Envigado, Colombia
(Address of principal executive offices)
(Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F: ☒
Form 40-F: ☐
EXHIBIT INDEX
Exhibit Number |
Description of Document | |
99.1 | Material Fact (English translation). |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: January 25, 2024 | ||
Almacenes Éxito S.A. | ||
By: | /s/ Ivonne Windmueller Palacio | |
Name: | Ivonne Windmueller Palacio | |
Title: | Chief Financial Officer |
FORWARD-LOOKING STATEMENTS
This document may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management’s current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words “anticipates”, “believes”, “estimates”, “expects”, “plans” and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.
2
Exhibit 99.1
Envigado, January 25, 2024
ALMACENES ÉXITO S.A. REPORTS CHANGES IN ITS CONTROL AND SHAREHOLDING STRUCTURE
Pursuant to what was informed to the market in the relevant information communications of January 19 and January 22 of this year, related to the Tender Offer of Almacenes Éxito S.A. (the “Company” or “Éxito”), made by Cama Commercial Group, Corp. (the “Buyer”) in Colombia (the “Colombian Tender Offer”) and with the results of the U.S. Tender Offer (the “U.S. Tender Offer”) reported by the Buyer, and together with the Colombian Tender Offer, the “Tender Offers”, the Company informs its shareholders and the market in general that there have been changes in Éxito’s shareholding of more than 5% of its stake and changes in its control, therefore, the new resulting shareholder structure is informed through the report of the 25 main shareholders:
Shareholder | Number of shares | Shareholding percentage | ||||||||
1 | JPMORGAN CHASE BANK NA FBO HOLDERS OF DR EXITO ADR | 864,193,728 | 66.59 | % | ||||||
2 | CAMA COMMERCIAL GROUP CORP | 277,849,737 | 21.41 | % | ||||||
3 | ITAU UNIBANCO S.A - BDR PROGRAM | 146,778,748 | 11.31 | % | ||||||
4 | MORENO TORRES MANUEL GUSTAVO | 2,692,095 | 0.21 | % | ||||||
5 | ABS DIRECT EQUITY FUND LLC | 258,800 | 0.02 | % | ||||||
6 | MORENO MONTOYA CARLOS MARIO | 202,064 | 0.02 | % | ||||||
7 | URIDECA S.A.S | 190,953 | 0.01 | % | ||||||
8 | INVERSIONES SAN PETESBURGO S.A.S. | 184,350 | 0.01 | % | ||||||
9 | TORRES PEREZ GONZALO ANDRES | 121,035 | 0.01 | % | ||||||
10 | COURCELLES S.A.S | 92,961 | 0.01 | % | ||||||
11 | MEJIA HERNANDEZ ANDRES EDUARDO | 90,000 | 0.01 | % | ||||||
12 | VARGAS RODRIGUEZ JOSE LIBARDO | 74,391 | 0.01 | % | ||||||
13 | FLEXSHHARES MORNINGSTAR EMERGING MARKETS FACTOR TI | 70,408 | 0.01 | % | ||||||
14 | GONZALEZ MOLINA LAURA | 67,200 | 0.01 | % | ||||||
15 | CABRERA GOMEZ OSCAR STEVEN | 64,087 | 0.00 | % | ||||||
16 | KBC PLATO INSTITUTIONAL INDEX FUND NV | 63,765 | 0.00 | % | ||||||
17 | CAMARA DE RIESGO CENTRAL DE CONTRAPARTE DE COL S.A | 63,753 | 0.00 | % | ||||||
18 | VILLEGAS Y VILLEGAS IVEGAS LTDA | 61,565 | 0.00 | % | ||||||
19 | MUNOZ ALDANA NESTOR | 57,682 | 0.00 | % | ||||||
20 | GOMEZ GONZALEZ FELIPE | 55,230 | 0.00 | % | ||||||
21 | REYES CRISTANCHO BERNARDO | 53,470 | 0.00 | % | ||||||
22 | MONTOYA GOMEZ GABRIELA | 49,344 | 0.00 | % | ||||||
23 | SALDARRIAGA ESPINOSA ROSMIRA DEL ROSARIO | 43,470 | 0.00 | % | ||||||
24 | VELEZ CALLEJAS RODRIGO | 43,470 | 0.00 | % | ||||||
25 | LUMEN CREATIVO S.A.S | 41,493 | 0.00 | % |
The Tender Offers made by the Buyer were accepted by shareholders and holders of American Depositary Shares representing, in aggregate, 86.84% of Éxito’s outstanding share capital, according to information reported by the Colombian Stock Exchange and the Buyer.
About Cama Commercial Group, Corp - Grupo Calleja:
With over 70 years of experience, Grupo Calleja is the leading food retailer in El Salvador and operates under its brand Super Selectos. With 111 stores and a market share of close to 60%, Super Selectos is one of the largest companies in El Salvador and employs over 12 thousand collaborators in its operations. While retail is the group’s core business, it also has investments in real estate, technology, energy, and other sectors.
This communication is for informational purposes only under the current applicable laws and regulations and is neither an offer to sell nor a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward-Looking Statements:
This communication contains forward-looking statements related to a tender offer for common shares and American Depositary Shares of Éxito. Words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “project,” “predict,” “should,” “would” and “will” and variations of such words and similar expressions are intended to identify such forward-looking statements. Such statements are based on Éxito’s expectations as of the date they were first made and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Such risks and uncertainties include, among others, the outcome and timing of regulatory reviews and the timing of the completion of the tender offer. Readers are cautioned not to place undue reliance on these forwardlooking statements, which speak only as of their dates. Unless as otherwise stated or required by applicable law, Éxito undertakes no obligation and does not intend to update these forward-looking statements, whether as a result of new information, future events or otherwise.