UNIVERSAL REGISTRATION DOCUMENT 2019/2020 Including the Annual Financial Report Summary
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UNIVERSAL REGISTRATION DOCUMENT 2019/2020 Including the Annual Financial Report Summary PRESENTATION OF THE GROUP 5 1.1 Presentation of the Group 6 1.2 Company information 13 1.3 Information about the share capital 18 1.4 Shareholders 19 1.5 Stock market indicators 23 RISK MANAGEMENT 25 2.1 Internal control and risk management mechanisms 26 2.2 Risk factors 28 2.3 Insurance and risk coverage 36 2.4 Preparation of financial and accounting information 37 CORPORATE GOVERNANCE 41 3.1 Administrative and management bodies 42 3.2 Remuneration of corporate officers 51 3.3 Summary of valid powers granted to the Board of Directors regarding capital increases 69 3.4 Information likely to have an impact in the event of a public offering (Article L. 225-37-5 of the French Commercial Code) 70 3.5 Agreements entered into between an executive officer or significant shareholder and subsidiaries of the Company 71 3.6 Special procedures for the involvement of shareholders in the Shareholders’ Ordinary Meeting 71 3.7 Regulated agreements 72 3.8 Statutory Auditors’ special report on regulated agreements 73 EXTRA-FINANCIAL PERFORMANCE DECLARATION 75 4.1 A Group committed to responsible tourism 76 4.2 Making sustainable development a lever to enrich the customer experience 79 4.3 Creating value in the regions where we operate 84 4.4 Developing a culture of responsible entrepreneurs 88 4.5 Limiting our Environmental and Carbon Footprint and Promoting Biodiversity 100 4.6 Methodological note 107 4.7 Independent Third-Party Body report 110 4.8 NFPS concordance table 112 4.9 Vigilance plan 113 4.10 Table of key indicators 116 FINANCIAL STATEMENTS 119 5.1 Information on the consolidated financial statements 120 5.2 Consolidated financial statements 133 5.3 Information on the parent company financial statements 200 5.4 Parent company financial statements 205 ADDITIONAL INFORMATION 233 6.1 Person responsible for the Universal Registration Document and auditing the financial statements 234 6.2 Statutory Auditors 234 6.3 Fees paid to the Statutory Auditors and members of their network 235 6.4 Information incorporated by reference 235 6.5 Documents on display 235 6.6 Reference tables 236 UNIVERSAL REGISTRATION DOCUMENT Including the Annual Financial Report 2019/2020 The Universal Registration Document from the www.groupepvcp.com website can be consulted and downloaded This Universal Registration Document has been filed on 22 December 2020 with the AMF, as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation. The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129. * French market regulator. UNIVERSAL REGISTRATION DOCUMENT 2019/2020 – PIERRE & VACANCES-CENTER PARCS GROUP 1 PROFILE AND KEY FIGURES at 30 September 2020 A leading European operator of holiday residences 12,600 employees serving almost 8 million customers 2 COMPLEMENTARY BUSINESS LINES E Operation of residences and E Design and construction villages under a lease or /renovation of holiday management agreement residences and villages PROPERTY TOURISM DEVELOPMENT E Sale of holidays (Group products E Sale of built units to individual BUSINESS or third party accommodation) (57%) or institutional to French (44%) or international investors (43%) (56%) clients 6 TOURISM BRANDS €1,298 million of revenue in 2019 / 2020 Breakdown of Group Breakdown of Tourism business Breakdown of rental revenue by business lines revenue by activity revenue by destination 79% 67% 16% 61% 33% 10% 21% 13% Tourism Rental Countryside (Center Parcs and Villages Nature Paris) Property development Related businesses Seaside (Pierre & Vacances) (events, services, shops, catering, Mountain (Pierre & Vacances) marketing businesses…) City (Adagio) 2 UNIVERSAL REGISTRATION DOCUMENT 2019/2020 – PIERRE & VACANCES-CENTER PARCS GROUP Profile and key figures at 30 September 2020 50 OVER YEARS OF HISTORY 282 SITES* OPERATED IN EUROPE 1967 Gérard Brémond launches Avoriaz, a new resort concept, with no cars and an architecture which fits in with the surroundings. He offered apartments for sale off-plan on the condition that the buyers rent their property when not in use, taking over the 45,800 38% management and upkeep work. apartments, houses and of Pierre & Vacances and cottages, by the sea, in the Center Parcs sites under mountains, in the cities and a lease agreement are 1970-1997 in the countryside, in France eco-labelled or have an The Group grows by acquiring companies, taking over sites and (59%) and internationally (41%) environmental certification completing major resort developments such as Cap Esterel, Port-Bourgenay, Port-Crouesty, Pont-Royal, etc. * excluding the marketing business, multiple ownership and franchise. 1999 The Group is floated on the stock exchange, to obtain the funds required to expand in France and abroad. 3 DIRECTORS 2000s General Management Committee Growth intensifies with the acquisition of Orion Vacances, GranDorado (2000), Maeva (2001), Center Parcs Europe (50% in CHAIRMAN 2001 then 100% in 2003), Résidences MGM (2002), Sunparks Gérard Brémond (2007), Les Senioriales (2007) and Citéa (2011). In 2007, PVCP CHIEF EXECUTIVE OFFICER and Accor come together to develop a network of city residences Yann Caillère under the brand name Adagio City Aparthotel. DEPUTY CHIEF EXECUTIVE OFFICER Patricia Damerval 2014 PVCP develops a new distribution of online holiday rentals and rental management business through its platform maeva.com 2015 12 BOARD MEMBERS PVCP signs strategic partnership agreements for the development of its activities internationally in Spain and in China. 2 NATIONALITIES 2016 INDEPENDENT MEMBERS PVCP acquires “La France du Nord au Sud”, a renowned online 4 holiday rentals operator in France and Spain. 5 WOMEN 2017 A unique tourist destination at the heart of a unique green space opens: Villages Nature Paris, a joint-venture with the Eurodisney Group. SHARE CAPITAL DISTRIBUTION 2018 2.7% Opening of the 6th German Center Parcs, Park Allgaü. Treasury shares 0.1% Directors 49.4% 47.8% 2019 S.I.T.I General public Yann Caillère becomes CEO of the Group. 2020 S.I.T.I : Holding company held by Gérard Brémond Launch of Change Up strategic plan. Public : 80% institutionals 20% individuals UNIVERSAL REGISTRATION DOCUMENT 2019/2020 – PIERRE & VACANCES-CENTER PARCS GROUP 3 This page has been left blank intentionally. 4 UNIVERSAL REGISTRATION DOCUMENT 2019/2020 – PIERRE & VACANCES-CENTER PARCS GROUP 1 PRESENTATION OF THE GROUP 1.1Presentation of the Group 6 1.4Shareholders 19 1.1.1Business model 6 1.4.1 Ownership of share capital and voting 1.1.2Competitive environment 10 rights at 30 November 2020 19 1.1.3Strategy and outlook 11 1.4.2Changes in share capital and voting rights 20 1.1.4Summary of business model 12 1.4.3Group share ownership plan 20 1.4.4Employee profit-sharing 20 1.2Company information 13 1.4.5Notice of threshold crossing 21 1.2.1General information 13 1.4.6Report on treasury shares 21 1.2.2Description of the S.I.T.I. group 15 1.4.7 Description of the programme submitted 1.2.3Legal form of Pierre et Vacances 16 for approval to the Shareholders’ Combined Ordinary and Extraordinary 1.3Information about the share capital 18 Meeting of 1 February 2021 22 1.3.1Share capital 18 1.4.8 Policy of dividend payments over 1.3.2Potential share capital 18 the last five financial years – time limit for dividend claims 22 1.3.3 Changes in share capital over the last five financial years 18 1.5Stock market indicators 23 UNIVERSAL REGISTRATION DOCUMENT 2019/2020 – PIERRE & VACANCES-CENTER PARCS GROUP 5 1 PRESENTATION OF THE GROUP Presentation of the Group 1.1 Presentation of the Group Established in 1967 by its Chairman, Gérard Brémond, the The Group provides accommodation to almost eight million Pierre & Vacances-Center Parcs Group is the European market customers each year, attracted by a diverse holiday rental offering leader for holiday accommodation and holiday property with à la carte services and activities, in residences or villages, in the investments. mountains, at the seaside, in the countryside or in cities, both in France and internationally. The Group has a holiday residence portfolio with 282 destinations worldwide, owned by third-party investors and operated under six brands: Pierre & Vacances, Center Parcs, Sunparks, Villages Nature® Paris, maeva.com and Adagio. 1.1.1 Business model 1.1.1.1 The complementary nature of two businesses The Group’s holiday residence portfolio is made up of successive E once delivered, these residences are managed by the Group’s external acquisitions (acquisition of Maeva in 2001, takeover of tourism subsidiaries via a 9- to 15-year lease signed with the Center Parcs Europe in 2003, acquisition of Sunparks and creation owners of the properties (the predominant operating method), or of Adagio in 2007, acquisition of Intrawest in 2009, etc.), lease via a management mandate. 78% of the marketing of holidays to contracts on existing residences (particularly in the case of Adagio), tourist customers is carried out through direct distribution but also new residences and villages built by the Group’s real channels, including 46% via the Group’s websites, and 22% estate services. through agencies and tour operators. The main feature that sets the Pierre & Vacances-Center Parcs The complementary nature of the Property Development and Group apart from other tourism operators is that it is both a Tourism businesses provides a dual advantage: these two property developer and a tourism operator: businesses have separate cycles, which protect the Group from cyclical or industry crises.