« Spread Parisian Chic Across the World »
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2017 REGISTRATION DOCUMENT 33:&1=Q3&3(.&1=7*5479 « Spread parisian chic across the world » SMCP S.A. Société anonyme (a joint-stock company) with a capital of 81,909,433.10 euros Registered office: 49, rue Étienne Marcel, 75001 Paris, France Registered with the Paris Trade and Companies Registry under company number 819 816 943 2017 REGISTRATION DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT Pursuant to its General Regulations, specifically Article 212-13, the French Autorité des marchés financiers (AMF) registered this Registration Document on April 27, 2018 under number R.18-34. This document may only be used for the purposes of a financial transaction if it is supplemented by a security note in respect of which the AMF has granted a visa. It was prepared by the issuer and all its signatories are liable for its contents. The registration pursuant to the provisions of Article L.621-8-1-I of the French Monetary and Finance Code, was completed after the AMF verified that the document is complete and coherent and that the information contained herein is consistent. The AMF has not, and cannot be construed as having, verified any of the accounting and financial information contained herein. Copies of this Registration Document are available at no cost from SMCP, 49, rue Étienne Marcel, 75001 Paris, France, and on the websites of SMCP (www.smcp.com) and the French Autorité des marchés financiers (www.amf-france.org). 1 NOTE SMCP S.A.S., a French joint-stock company, with capital of 81,733,182.80 euros, with its registered office at 49, rue Étienne Marcel, 75001 Paris, France, registered under identification number 819 816 943 (Paris Trade and Companies Register) is referred to as the “Company” in this Registration Document. The “Group” refers to the Company and its subsidiaries and equity associates. The term “Basic Document” refers to the basic document of the Company registered by the French Autorité des Marchés Financiers (“AMF”) on September 15, 2017 under number I.17-066. The Company was incorporated on April 20, 2016 and its corporate year runs from May 1, 2016 until December 31, 2017, i.e. a corporate year of twenty months. In order to facilitate the reader’s understanding, the Company is presenting and commenting in this Registration Document the Company’s consolidated financial information for an interim period of twelve months running from January 1, 2017 to December 31, 2017. The financial information for the twelve-month interim period ended December 31, 2017 presented in this Registration Document is taken from the consolidated financial statements of the Company for the twenty-month period ended December 31, 2017 prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union. This registration document contains information on the Group’s prospects and development priorities. This information may be defined with use of the future tense, the conditional mood and terms of a forward-looking nature such as “consider”, “envisage”, “believe”, “has as its purpose”, “anticipate”, “understand”, “should”, “aims”, “estimates”, “believes”, “wishes”, “could”, or, if applicable, the negative form of these terms, or any other variant or similar terminology. Said information does not constitute historical data and cannot be interpreted as warranting that the facts and data set out will be vindicated. Said information is based on data, assumptions and estimates considered as reasonable by the Group. These may change or be amended given uncertainties associated with the economic, financial, competitive and regulatory environment. In addition, the production of various risks described in Chapter 4 of this Registration Document, “Risk Factors”, may have an impact on the activities, position and financial results of the Group and its ability to achieve its objectives. Investors are asked to carefully consider the risk factors described in Chapter 4 (“Risk Factors”) of this Registration Document. The realization of some or all of these risks may have a negative effect on the business, situation or financial results of the Group. In addition, other risks, not yet identified or considered as insignificant for the Group, may produce the same negative effect. This Registration Document contains information on the Group’s markets and its competitive positions, including information on the size of such markets. In addition to the estimates made by the Group, the information on which the Group’s declarations are based is derived from statistics and studies by third parties (see Chapter 23 “Third-party information and declaration by experts and declarations of interests” of this Registration Document) and by professional organizations, or statistics published by competitors, suppliers or customers of the Group. Some information in this Registration Document is publicly available information which the Company considers to be reliable, but which has not been verified by an independent expert. The Company cannot warrant that a third party using different methods to combine, analyze or calculate data on the various business segments would obtain the same results. The Company enters into no commitment and makes no warranty on the accuracy of such information. It is possible that the information may be erroneous or no longer up to date. The Group is not bound by a commitment to publish updates of this information, other than pursuant to any legal or regulatory obligations binding upon it, including European Regulation 596/2014 of April 16, 2014 on market abuses. 2 In this Registration Document, unless otherwise stated, data concerning points of sale openings by the Group for a given period are presented on a net basis of points of sale closings during the same period. In this Registration Document, data on net sales generated by online sales include, except where otherwise indicated, net sales recorded by partners. Certain statistical data (including data expressed in thousands or millions) and percentages presented in this Registration Document have been rounded up or down. If applicable, the totals presented in this Registration Document may present insignificant deviations from the totals that would have been obtained by adding up the exact (non-rounded) values of the statistical data. 3 Table of contents Page 1. PERSONS RESPONSIBLE ............................................................................................................................. 7 1.1 Person responsible for the Registration Document ...................................................................... 7 1.2 Declaration by the person responsible for the Registration Document ...................................... 7 2. PERSONS RESPONSIBLE FOR AUDITING THE FINANCIAL STATEMENTS ...................................... 8 2.1 Statutory auditor ............................................................................................................................. 8 2.2 Alternate statutory auditor ............................................................................................................. 8 3. SELECTED FINANCIAL INFORMATION ................................................................................................. 10 4. RISK FACTORS ............................................................................................................................................ 17 4.1 Risks associated with the Group’s business sector ..................................................................... 17 4.2 Risks associated with the Group’s business activities ................................................................ 23 4.3 Risks associated with the Company ............................................................................................. 32 4.4 Market risks ................................................................................................................................... 35 4.5 Legal risks ...................................................................................................................................... 37 4.6 Risks associated with changes in accounting standards ............................................................. 41 4.7 Insurance and risk management .................................................................................................. 41 5. INFORMATION ABOUT THE GROUP ...................................................................................................... 46 5.1 History and development .............................................................................................................. 46 5.2 Capital expenditure ....................................................................................................................... 47 6. OVERVIEW OF THE GROUP’S ACTIVITIES ........................................................................................... 50 6.1 Overview ......................................................................................................................................... 50 6.2 Strengths and competitive advantages ......................................................................................... 53 6.3 Strategy ........................................................................................................................................... 61 6.4 Presentation of markets and competitive positioning ................................................................ 64 6.5 Overview of the Group’s core business ......................................................................................