2019 Universal Registration Document
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2019 UNIVERSAL REGISTRATION DOCUMENT OVERVIEW OF THE GROUP AND ITS OUR VALUES, OUR EMPLOYEES BUSINESSES 7 ANDdOURdCSR COMMITMENTS 165 1 1.1Key figures 8 6 6.1General approach and methodology 166 1.2Overview of the Group and its businesses 9 6.2Our business model 167 1.3 Strategy and outlook, investment anddR&D 6.3GROUPE GORGÉ CSR risks and challenges 168 policy 25 6.4 Innovation for personal and infrastructure 1.4 Analysis of consolidated performance and health and safety 169 business sectors 28 6.5 Building a top player in terms ofdtechnology 1.5Activities and results of GROUPE GORGÉdSA 33 innovation 171 6.6The Group’s commitments toditsdemployees 173 RISK FACTORS 37 6.7 Responsible conduct and lasting relationships with ourdstakeholders 178 2.1Methodology 38 6.8 Activities with limited impact 2 2.2Strategic risks 40 ondthedenvironment and climate change 179 2.3Cross-functional risks 42 6.9 Report of the independent third-party 2.4Operating risks 45 ondthe Consolidated Non-Financial Performance Statement provided 2.5Other risks 48 indthedmanagement report 182 CORPORATE GOVERNMENT 49 INFORMATION ON THE COMBINED 3.1Governance information 50 SHAREHOLDERS’ MEETING 3 OFd8dJUNEd2020 185 3.2Corporate officer remuneration policy 58 7 3.3 Information referred to in SectiondI 7.1 Report of the Board of Directors presenting ofdarticledL.225-37-3 of the French the resolutions submitted todthe combined Commercial Code for each corporate officer shareholders’ meeting of 8dJune 2020 186 of the Company 63 7.2 Draft resolutions for the Ordinary 3.4 Remuneration of corporate officers fordfiscal anddextraordinary shareholders’ meeting of year 2019 68 8dJune 2020 193 3.5 Company reference to a Corporate 7.3 Reports of the statutory auditors presented Governance Code andditsdapplication bydthe todthedshareholders’ meeting 202 Company 72 7.4 Reports of the Board of Directors presented 3.6 Special arrangements, if any, regarding to the shareholders’ meeting of shareholder participation in shareholders’ 8dJuned2020 206 meetings 73 3.7 Regulated agreements and agreements ADDITIONAL INFORMATION 207 covered in articlesdL.225-38 and L.225-37-4 2° of the French Commercial Code 73 8.1 Information concerning the statutory 3.8 Internal control and risk management 8 auditors 208 procedures 75 8.2Person responsible for the information 208 8.3Concordance tables 209 FINANCIAL AND ACCOUNTING INFORMATION 77 4 4.12019 Consolidated financial statements 78 4.22019 separate financial statements 135 INFORMATION ABOUT THE COMPANY, ITSdSHARE CAPITAL AND SHAREHOLDERS 151 5 5.1Information about the Company 152 5.2Share capital 154 5.3Shareholding 161 5.4 Financial communication (financial agenda, share performance, dividend policy) 162 2019 Universal Registration Document INCLUDING ANNUAL FINANCIAL REPORT This Universal Registration Document was filed on 15 April 2020 with the French Financial Markets Authority (Autorité des Marchés Financiers – AMF) as the competent authority pursuant to Regulation (EU) 2017/1129, without prior approval in accordance with article 9 of said regulation. The Universal Registration Document can be used for the purpose of an offer of securities to the public or the admission of securities to trading on a regulated market if it is accompanied by a securities note and, where applicable, a summary and all the modifications made to the Universal Registration Document. The entire document is approved by the AMF in accordance with Regulation (EU) 2017/1129. INCORPORATED BY REFERENCE In application of article 19 of Regulation (EU) 2017/1129, the following items are incorporated by reference in this Universal Registration Document: z for the financial year ended 31 December 2018: the management report, the consolidated financial statements and individual financial statements and the corresponding audit reports, included in the 2018 Registration Document filed with the AMF on 17 April 2019 (file number D.19-0353); z for the financial year ended 31 December 2017: the management report, the consolidated financial statements and individual financial statements and the corresponding audit reports, included in the 2017 Registration Document filed with the AMF on 12 April 2018 (file number D.18-0327). Copies of this Universal Registration Document are available upon request and free of charge at the Company’s head office located at 19 rue du Quatre-Septembre, 75002 Paris, France, on its website www.groupe-gorge.com and on the AMF’s website www.amf-france.org. The information provided on the www.groupe-gorge.com website and accessed via the hypertext links on page 163 of this Universal Registration Document, with the exception of any information incorporated by reference, does not constitute part of this Universal Registration Document. Accordingly, this information has not been reviewed or approved by the AMF. GROUPE GORGÉ - UNIVERSAL REGISTRATION DOCUMENT 2019 1 STATEMENT FROM THE CHAIRMAN & CEO Dear Shareholders, The Group reported record results this year, its performance. At the same time, the In Smart Safety Systems, the award of a thanks to the increase in profitability of our recovery of the Nuclear business continued flagship contract to NAVAL GROUP for ECA three businesses, and the disposal of the apace. worth around €450 million to supply drone CIMLEC group. Thus, the Group ended 2019 systems that will equip 12 mine-hunting with its most robust financial position to In 3D Printing and Smart Safety Systems, vessels for the Belgian and Dutch navies, date, allowing us to approach the Covid-19 we operate in markets at the leading edge breaks new ground. It showcases the health crisis with more confidence. of technology, where adoption occurs over adoption of large-scale robotic solutions, a period of several years. Our diversified and rewards the talent of our teams Thanks to these positive results, we are strategy lets us operate on such markets that have sustainably held an ambitious, pleased to propose a dividend increase to by strengthening our efforts and resources innovative strategic line over many years. our Shareholders of almost 10% per share in line with their maturity. for 2019. To this end, the Board of Directors The Group’s Executive Management was will propose a dividend of €0.35 per share To this end, the 3D Printing division sped strengthened in November 2019 with to the Shareholders’ Meeting. up its integration and consolidation, the appointment of Hélène de Cointet, while making targeted acquisitions Deputy Chief Executive Officer, who will In 2019, the Group continued its with the purchase of audiologist help to boost our future success. I have simplification as it refocused on its core SURDIFFUSE-L’EMBOUT FRANÇAIS in full confidence in our Group’s ability to businesses. This strategy reflects in the January 2019. New commercial successes remain agile and to seize opportunities July 2019 disposal of the CIMLEC group were noted in the production applications thanks to its solid fundamentals, its to SPIE, then the disposal of a 30% share segment, particularly in the medical, diversified business and its management capital in the Fire Protection France chemical and aeronautics industries. teams’ ability to create value for all our business to its management, to boost stakeholders. Raphaël Gorgé Chairman and Chief Executive Officer 2 GROUPE GORGÉ - UNIVERSAL REGISTRATION DOCUMENT 2019 2019 KEY FIGURES FINANCIAL INCOME EBITDA 1 BACKLOG €274.6 MILLION €31.7 MILLION €606 MILLION UP +10.8% +96.1% MULTIPLIED BY 2.8 ON A LIKE-FOR-LIKE BASIS EMPLOYEES NET DEBT 2 DIVIDENDS (€) MILLION 1,777IN 7 COUNTRIES €8.2 +9.7%€0.35 2SHUDWLQJLQFRPHEHIRUHGHSUHFLDWLRQDPRUWLVDWLRQDQGSURYLVLRQVRWKHULWHPVRIRSHUDWLQJLQFRPHDQG*URXSVKDUHRIWKHHDUQLQJVRIDIÀOLDWHGFRPSDQLHV ([FOXGLQJ,)56DQGLQFOXGLQJWUHDVXU\VKDUHV BREAKDOWN OF REVENUE BREAKDOWN OF REVENUE SHAREHOLDING BY BUSINESS BY GEOGRAPHICAL AREA (AT 31 DECEMBER 2019) 19% 25.9% Rest off 43.7% 3D printing Floating 40.8% the worldd Smart 56.3% Safety 64% Gorgé family Systems 17% France Europe 33.3% Protection of High-Risk Installations 2019 HIGHLIGHTS 4 NOVEMBER 2019 25 JUNE 2019 18 MARCH 2019 3 JANUARY 2019 Strengthening of the GROUPE GORGÉ announced ECA was awarded a PRODWAYS GROUP Executive Management team its plans to reorganise the flagship contract of strengthened its with the appointment of share capital of its Fire around €450 million medical activities Hélène de Cointet as Deputy Protection France business in robotics to supply with the acquisition Chief Executive Officer 12 mine-hunting ships of the audiologist equipped with some 100 SURDIFUSE- 9 JULY 2019 4 JUNE 2019 drones to the Belgian L’EMBOUT FRANÇAIS GROUPE GORGÉ finalised GROUPE GORGÉ was and Dutch navies the sale of the CIMLEC awarded a major fire group to SPIE protection contract GROUPE GORGÉ - UNIVERSAL REGISTRATION DOCUMENT 2019 3 GROUPE GORGÉ IS AN ENTREPRENEURIAL GROUP OUR OUR BUSINESS MODEL RESOURCES OUR STRENGTHS Leader Experience In-depth Agile Strong on niche in developing market and close entrepreneurial markets technological knowledge to customers culture HUMAN CAPITAL companies s 1,777 qualified employees in 7 countries s 47% executives and engineers ducts Pro s - m te ys S 3D INDUSTRIAL/SOCIETAL CAPITAL printing s 19 technology centres s A solid network of industrial and R o university partnerships Smart b o t i Safety c s Systems - A e r o s p a Protection c F e ir INTELLECTUAL CAPITAL e of High-Risk P s r 5.8% of revenue o Installations te invested in R&D c ti on - N ucl ear Offer digital Develop innovative Protect sensitive