REGISTRATION DOCUMENT 2015 Including the Annual fi Nancial Report
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REGISTRATION DOCUMENT 2015 including the annual fi nancial report A strong tradition of entrepreneurship supporting long-term investing” WENDEL at a glance 1 à 15 GROUP PRESENTATION 17 INFORMATION ON THE COMPANY AND 171.1Corporate history 18 SHARE CAPITAL 341 1.2Business 197.1 Information on the Company 342 1.3Corporate governance 207.2 Principal by-laws 342 1.4Internal organization 227.3 How to take part in Shareholders’ Meetings 345 1.5 Investment model and business 7.4Information on share capital 346 development strategy 28 7.5 Principal new investments and acquisitions 1.6Corporate Social Responsibility (CSR) 31 of controlling interests 350 1.7Subsidiaries and associated companies 347.6 Financial authorizations 351 1.8Shareholder information 677.7 Share buybacks 353 7.8 Transactions on Company securities by corporate officers 357 CORPORATE GOVERNANCE 73 7.9Shareholder agreements 358 2.1Governing and supervisory bodies 74 7.10 Factors likely to have an impact in the event of a 2 2.2Risk factors 117 takeover offer 362 2.3Report on risk management and internal control 124 2.4 Statutory auditors’ report, prepared in accordance with article L.225-235 of the French commercial code SHAREHOLDERS’ MEETING OF JUNE 1, (code de commerce), on the report prepared by the 2016 363 chairman of the supervisory board of Wendel 134 8 8.1 Statutory Auditors' special report on related party agreements and commitments 364 8.2 Statutory Auditors’ report on the issue of shares and WENDEL’S CORPORATE SOCIAL various securities with or without cancellation of 3 RESPONSIBILITY 135 preferential subscription rights 369 3.1 Corporate Social Responsibility (CSR) in Wendel’s 8.3 Statutory Auditors’ report on the authorization to activities 136 award stock subscription and/or purchase options to 3.2 Wendel’s subsidiaries reviewed by an independent corporate officers and employees 371 verifier 144 8.4 Statutory Auditors’ report on the authorization to 3.3 Independent verifier’s report on social, award free existing shares or shares to be issued to environmental and societal information presented in corporate officers and employees 372 the management report 192 8.5 Statutory Auditors’ report on the issue of shares or securities giving access to the capital with cancellation of preferential subscription rights COMMENTS ON FISCAL YEAR 2015 197 reserved for employees that are members of one or 4.1Analysis of the consolidated financial statements 198 more company savings schemes set up within the 4 group 373 4.2Analysis of the parent company financial statements 211 4.3Net asset value (NAV) 213 8.6 Supplementary report from the Executive Board on 4.4Organization chart 218 the capital increase reserved for members of the Wendel Group Savings Plan in 2015 374 8.7 Statutory Auditors’ supplementary report on the CONSOLIDATED FINANCIAL STATEMENTS increase in capital with cancellation of preferential AS OF DECEMBER¬31, 2015 221 subscription rights reserved for members of a 5 company savings scheme 376 5.1Balance sheet – Consolidated financial position 222 5.2Consolidated income statement 224 8.8 Observations from the Supervisory Board for the shareholders 377 5.3Statement of comprehensive income 225 8.9 Report of the Executive Board on the resolutions 5.4Changes in shareholders’ equity 226 submitted to shareholders at their Annual Meeting 5.5Consolidated cash flow statement 227 on June 1, 2016 378 5.6General principles 230 8.10Agenda and draft resolutions 383 5.7Notes 231 5.8Notes on the balance sheet 270 5.9Notes to the income statement 296 SUPPLEMENTAL INFORMATION 397 5.10Notes on changes in cash position 302 9 9.1Principal contracts 398 5.11Other notes 305 9.2Transactions with related parties 398 5.12 Statutory Auditors’ report on the Consolidated 9.3 Significant changes in financial condition or business Financial Statements 314 status 399 9.4 Expenses described in Articles 39-4 and 223 quater of the French Tax Code 399 PARENT COMPANY FINANCIAL 9.5Person responsible for financial information 399 STATEMENTS 317 9.6 Statement by the person responsible for the 6 6.1Balance sheet as of December 31, 2015 318 registration document including the annual financial 6.2Income statement 320 report 400 6.3Cash flow statement 321 9.7 Persons responsible for the audit of the financial 6.4Notes to the parent company financial statements 322 statements and their fees 401 6.5Statutory auditors’ report on the financial statements 340 9.8Cross-reference index for the registration document 402 9.9Cross-reference index for the annual financial report 404 9.10 Cross-reference index for the management report required under Articles L. 225-100 et seq. of the French Commercial Code 405 9.11 Sustainable development cross-reference index (Articles L. 225-102-1 and R. 225-14 et seq. of the French Commercial Code) 407 Registration Document 2015 This registration document contains the entire contents of the Annual Financial Report. Profile The Wendel Group is a professional shareholder and investor that fosters sector-leading companies in their long-term development. Committed to a long-term relationship, Wendel helps design and implement ambitious and innovative development VWUDWHJLHVWKDWFUHDWHVLJQLÀFDQWYDOXHRYHUWLPH The original French version of this report was registered with the French stock exchange authorities (“Autorité des Marchés Financiers” - AMF) on April 8, 2015, pursuant to Article 212-13 of the AMF General Regulation. Only the original French version can be used to support a financial transaction, provided it is accompanied by a prospectus (note d’opération) duly certified by the Autorité des Marchés Financiers. This document was produced by the issuer, and the signatories to it are responsible for its contents. Copies of this registration document may be obtained free of charge at www.wendelgroup.com. Who are we? A LONG-TERM INVESTOR WITH PERMANENT CAPITAL WITH 312 YEARS OF HISTORY WITH INDUSTRIAL ROOTS AND AN ENTREPRENEURIAL TRADITION SUPPORTED BY A CORE FAMILY SHAREHOLDER GROUP A LISTED INVESTMENT COMPANY Founded in the east of France (Lorraine region) investor relying on permanent capital. in 1704, the Wendel Group developed its For more than three centuries, Wendel has business over more than 300 years in diverse been supported by the Wendel family, its core industrial sectors, mainly steelmaking. shareholder group. The 1,090 family shareholders At the end of the 1970s, the French government are grouped in Wendel-Participations, which nationalized all of the Group’s steel production owns 36.2% of Wendel’s share capital. activities. Wendel then turned its focus to long- This strong, long-term shareholding structure term investing as a pioneer in private equity. enables Wendel to focus year after year on value Wendel is one of Europe’s leading listed creation and on the long-term growth of its LQYHVWPHQWƓUPVRSHUDWLQJDWWKHFURVVURDGV LQYHVWPHQWVIRUWKHEHQHƓWRIWKHFRPSDQLHV RILQGXVWU\DQGƓQDQFH:HQGHOLVDORQJWHUP in its portfolio and all of Wendel’s shareholders. WENDEL - Registration Document 2015 1 Message from the President of the Supervisory Board “The Group moved full-steam ahead with its plan for investing in the three targeted areas: Africa, North America, and Europe.” or several reasons, 2015 was an important year for Wendel. Firstly, the Group posted enviable gains in asset values, and its market capitalization increased VLJQLƓFDQWO\ RYHU WKH \HDU :H NQRZ WKDW WKH VWRFN Fmarket is volatile, but in Wendel’s case, net asset value adjusted for changes in market multiples increased by nearly 15% in 7KLVSHUIRUPDQFHUHŴHFWVERWKVNLOOIXOWUDQVDFWLRQFDUULHG out by Wendel managers, and their successful reinvestment decisions. Our businesses made gains in operational “This world is full of opportunities for those performance, as measured by a combination of growth, who instinctively gravitate to places others LPSURYHG SURƓWDELOLW\ DQG LQ VRPH FDVHV UHGXFWLRQV LQ WKH do not—such was the case with IHS.“ debt burden of our portfolio companies. Secondly, the Group 312 YEARS OF HISTORY ... 273 YEARS IN THE STEEL INDUSTRY ... 1704 1815 1880 1948 In the 20th century, hard hit by two With François de Wendel, world wars, the Group recovers the family reclaims its industrial and begins to grow again. The assets and acquires the Moyeuvre creation of the Sollac production industrial facilities. cooperatives in 1948, followed by This same year, the Wendel family Solmer in 1969, help meet the enters the world of politics when growing demand for sheet steel. François de Wendel is elected In 1975, Wendel produces 72% deputy. of French crude steel. Jean-Martin de Wendel With the adoption of the acquires the Hayange forges. “Thomas process“, which allows From 1704 to 1870, the Group for the manufacture of steel takes advantage of the major from Lorraine ore, the family inventions that have accele- companies—Les Petits-Fils de rated the development of its François de Wendel & Cie iron and steel production: iron established in 1871 and Wendel smelted with coke, widespread & Cie founded in 1880—rank use of blast furnaces among Europe’s leading steel and rolling mills, and the producers. development of railroads. 2 WENDEL - Registration Document 2015 moved full-steam ahead with its plan for investing in the 7KH([HFXWLYH%RDUGIXOƓOOHGWKHŏVWUDWHJLFFRQWUDFWŐWKDW three targeted areas: Africa, North America, and Europe. it publicly announced at the beginning of 2013. We No less than €1.5 billion was invested in 2015 alone. invested two billion euros in our targeted regions; our Now it needs to produce results. This