Registration Document
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COMPAGNIE PLASTIC OMNIUM Incorporated in France with limited liability and issued capital of 9,148,603.20 euros Headquarters: 19, boulevard Jules Carteret – 69007 Lyon – France Registered in Lyon, no. 955 512 611 – APE business identification code: 6420 Z 2015 REGISTRATION DOCUMENT The French version of this Registration Document was filed with the French financial market authority (Autorité des Marchés Financiers – AMF) on March 24, 2016 pursuant to Article 212-13 of the General Regulation of the AMF. It may be used in support of a financial transaction only if it is accompanied by a short form prospectus endorsed by the AMF. It was drawn up by the issuer and binds the signatories. In accordance with Article L. 621-8-1-l of the French Monetary and Financial Code, the French version was registered after verification by the AMF“that the document was complete and compre- hensible and that the information contained therein was coherent”. This does not imply the authentication by the AMF of the accounting and financial information presented. The English language version of this Registration Document is a free translation of the original, which was prepared in French. The original language version of the document in French takes precedence over the translation. Pursuant to article 28 of European Commission Regulation (EC) No 809/2004, the following information is included by way of reference in this Registration Document: • the consolidated financial statements and Company financial statements for the year ended December 31, 2014, and the corresponding auditors’ reports appearing on pp. 84-195 (inclusive) of the 2014 Registration Document filed with the AMF on July 7, 2015 under the reference number R.15-058; • the consolidated financial statements and Company financial statements for the year ended December 31, 2013, and the corresponding auditors’ reports appearing on pp. 59-146 (inclusive) of the annual financial report for the year ended December 31, 2013 filed with the AMF on March 31, 2014. 1 PRESENTATION OF THE GROUP 5 CONSOLIDATED FINANCIAL 1.1 Key figures 5 STATEMENTS 1.2 Timeline 7 AS OF DECEMBER 31, 2015 1.3 Organization chart 9 5.1 Balance sheet 83 1.4 Business and strategy 9 5.2 Income Statement 85 1.5 Research and Development (R&D) 11 5.3 Statement of Comprehensive Income 86 1.6 Risk factors 13 5.4 Change in Equity 87 5.5 Statement of Cash Flows 88 2 CORPORATE GOVERNANCE 5.6 Notes to the Consolidated Financial 2.1 Report from the Chairman of the Board Statements 90 of Directors 19 5.7 Statutory Auditors’ Report 2.2 Compensation of Corporate Officers 38 on the Consolidated Financial Statements 154 2.3 Statutory Auditors’ Report 42 6 COMPANY FINANCIAL STATEMENTS 3 SUSTAINABLE DEVELOPMENT 6.1 Income Statement 157 3.1 Issues 44 6.2 Balance Sheet 158 3.2 Development of Responsible Products 6.3 Notes to the Company Financial Statements 159 and Services 47 6.4 Five-year Financial Summary 169 3.3 Corporate Social Responsibility 47 6.5 Subsidiaries and Affiliates 170 3.4 Protection of the Environment 57 6.6 Statutory Auditors’ Report on the Financial 3.5 Societal Commitment 64 Statements 171 3.6 Methodology 66 6.7 Special Report of the Statutory Auditors on Related party Agreements 3.7 Cross-reference Table 68 and Commitments 172 3.8 Independent Third-party Report 72 7 INFORMATION ABOUT THE COMPANY 4 REVIEW OF FINANCIAL POSITION AND ITS SHARE CAPITAL AND RESULTS OF OPERATIONS 7.1 Information about the Company 175 4.1 Significant events in 2015 75 7.3 Information about shareholders 182 4.2 Comments on the Consolidated Financial Statements 76 4.3 Comments on the Company Financial 8 COMBINED SHAREHOLDERS’ MEETING Statements 78 8.1 Agenda 187 4.4 Outlook and Post-balance Sheet Events 79 8.2 Text of the Resolutions Submitted for Approval by the Combined Shareholders’ Meeting on April 28, 2016 188 PREAMBLE TO THE CONSOLIDATED 8.3 Board of Directors’ Report FINANCIAL STATEMENTS on the Resolutions Presented Financial Indicators 81 to the Combined Shareholders’ Meeting on April 28, 2016 193 8.4 Statutory Auditors’ Report on the Allocation of Stock Options 197 8.5 Statutory Auditors’ Report on the Allocation of Existing Free Shares 198 8.6 Statutory Auditors’ Report on the Reduction in Share Capital 199 DECLARATION BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT 200 REGISTRATION DOCUMENT CROSS-REFERENCE TABLE 201 This Registration Document is published in French and in English. In case of a discrepancy between these versions, the original version drafted in French shall prevail. 01 PRESENTATION OF THE GROUP 4 Presentation of THE Group Key figures 1.1 Key figures Change in economic revenue Revenue In € millions by region 52 5251 3% S A 1 2 N 52 E A A 1 A 2014 2015 Change in consolidated revenue Operating margin Net profit, Group share In € millions and as % of consolidated revenue In € millions in € millions 5010 0 25 393 4,437 225 1 20 15 8.8% 9.4% 2014 2015 2014 2015 2014 2015 Economic revenue corresponds to the consolidated revenue of the Group plus revenue from the Group's joint ventures, up to the Group's percentage stake. BPO, HBPO and YFPO for Plastic Omnium Automotive. The figure reflects the operational and managerial realities of the Group. The consolidated revenue, In implementation of IFRS Standards 10-11-12, does not include the share of joint ventures, which are consolidated by using the equity method. The operating margin corresponds to the operating results, including the share of the results for companies which have been consolidated by using the equity method, and the amortization of intangible assets acquired in business combinations, before other operating income and expenses. 4 5 PLASTIC OMNIUM 2015 REGISTRATION DOCUMENT Presentation of THE Group Key figures Capital expenditures and projects Net debt / Shareholders’ equity In € millions and as % of consolidated revenue In € millions and gearing as % 2 2 101 10 0 2 7.3% 6.4% 36% 21 2014 2015 2014 2015 Free cash flow Net debt / EBITDA In € millions and as % of consolidated revenue In € millions 202 1 10 0 1 83 2 ratio ratio 1 0 0 0 2014 2015 2014 2015 Capital expenditure refers to acquisitions of property, plant and equipment and intangible fixed assets net of disposals, the net change in advances to suppliers of fixed assets and investment subsidies received (see Cash Flow Statement and Note I.5 to the consolidated financial statements, line E “Net cash used in operations”). Free cash flow corresponds to the operating cash flow, less tangible and intangible investments net of disposals, taxes and net interest paid +/- variation of the working capital requirements (cash surplus from operations). Net debt includes all of the long-term borrowings, short-term loans and bank overdrafts, less loans, marketable debt instruments and other non-current financial assets, and cash and cash equivalents. Shareholders’ equity includes operating grants. EBITDA corresponds to the operating margin, which includes the share of the results of associates and joint ventures before depreciation charges and operating provisions. 6 PLASTIC OMNIUM 2015 REGISTRATION DOCUMENT Presentation OF THE Group Timeline 1.2 Timeline 1966 The current corporate identity was adopted, with a new logo designed by Raymond Loewy and with Plastic Omnium written as two words. The Company’s origins stretch back to 1946, when Plasticomnium set up business at the rue du Louvre in Paris. The Company then had 1968 three employees and Pierre Burelle was the Chairman and Chief Plastic Omnium acquired Gachot’s fluorinated resin department and Executive Officer. Its first products were pipe fittings, dehydrator spark set up a plant in Langres dedicated to this activity, which became the plugs, and other plastic automotive parts (Jaeger). 3P Division. At this time, injection molding machines were characterized by the weight of the part produced. In 1949, the Company had five molds, The 1970s with the biggest able to produce a 250-gram part. The 1970s saw the start of the Company’s international expansion with the creation of one subsidiary a year, including Spain in 1970, 1952 Germany in 1972, the United Kingdom in 1973, and the United States The Company moved to rue du Parc in Levallois-Perret. in 1977. 1954 1974 The Company borrowed to buy a mold capable of making 1,200-gram A Group holding company was set up, Compagnie Plastic Omnium. parts, a serious challenge for a company of this size. In 1974, the Company acquired a 2,500 metric ton injection-molding 1963 machine, followed in 1982 by a 10,000 ton machine, both records in terms of power for the time. New premises in Langres (Haute-Marne) were built to keep pace with the significant growth in business. 1983 1965 New headquarters were built on Avenue Jules Carteret in Lyon, and the Berges du Rhône development was built in Lyon on the site of the Plasticomnium took control of UMDP (Union Mutuelle Des Propriétai- former La Mouche plant. res Lyonnais), a company listed on the Lyon stock exchange. The two companies merged and Pierre Burelle became Chairman and Chief 1984 Executive Officer of the new entity. Plasticomnium’s stock market lis- ting dates back to this merger. • The Ludoparc playground and public garden equipment concept was launched. UMDP was a septic tank cleaning and sanitation company. Pierre Émile Burelle, a civil engineer and graduate of the École des Mines in • Metroplast, a rotational casting subsidiary, was set up in Paris, took over its management in 1877 at the age of 29. Chalon-sur-Saône. Under his leadership, the Company installed an extensive pipeline 1986 network to carry sludge from the La Mouche plant in Lyon to local far- mland and market gardens.