Registration Document INCLUDING the ANNUAL FINANCIAL REPORT 2016 CONTENTS
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Registration Document INCLUDING THE ANNUAL FINANCIAL REPORT 2016 CONTENTS 1 5 PRESENTATION OF THE GROUP 5 FINANCIAL STATEMENTS 135 1.1 / Fnac Darty: creation of a leader 6 5.1 / Groupe Fnac’s consolidated financial statements 1.2 / History 9 as of December 31, 2016 and 2015 136 1.3 / Markets 12 5.2 / Notes to the consolidated financial statements 1.4 / Strategic vectors 15 for the year ended December 31, 2016 142 1.5 / Activities 18 5.3 / Parent company financial statements 210 1.6 / Property portfolio and equipment 27 5.4 / Notes 214 1.7 / Research and Development, patents and licenses 28 5.5 / Material change in financial or commercial position 225 5.6 / Report of the Statutory Auditors on the annual 2 financial statements 226 5.7 / Report of the Statutory Auditors on the consolidated CORPORATE SOCIAL AND ENVIRONMENTAL financial statements 227 RESPONSIBILITY 29 2.1 / Our commitments 30 6 2.2 / Methodology note 31 RISK FACTORS 229 2.3 / Social information 33 6.1 / Strategic and economic risks 230 2.4 / Environmental information 42 6.2 / Operational risks 232 2.5 / Societal information 51 6.3 / Market risks 236 2.6 / Report of the independent third‑party 6.4 / Financial risk 238 on the consolidated social, environmental 6.5 / Insurance 239 and societal data in this Management Report 55 6.6 / Risk management 241 3 7 CORPORATE GOVERNANCE 57 INFORMATION ON THE COMPANY, 3.1 / Administrative, executive and supervisory bodies 58 3.2 / Functioning of the administrative CAPITAL AND SHAREHOLDERS 243 and supervisory bodies 69 7.1 / The Company 244 3.3 / Compensation and benefits of administrative 7.2 / Capital 250 and executive bodies 74 7.3 / Shareholders 257 3.4 / Profit-sharing, collective incentive schemes 7.4 / Stock market information 258 and long-term incentive schemes 79 7.5 / Dividend distribution policy 259 3.5 / Report of the Chairman of the Board of Directors 7.6 / Organization of the Group 260 on the preparation and organization of the Board’s 7.7 / Related‑party transactions 263 work and internal control and risk management 7.8 / Major contracts 266 procedures instituted by the Company 81 3.6 / Report of the Statutory Auditors prepared pursuant to Article L. 225-235 of the French Commercial 8 Code on the report of the Chairman of the Board ADDITIONAL INFORMATION ABOUT of Directors of Groupe FNAC 98 THE REGISTRATION DOCUMENT 267 3.7 / Special Auditors’ Report on Regulated Agreements and Commitments 99 8.1 / Persons responsible 268 8.2 / Statutory Auditors 269 4 8.3 / Statutory Auditors’ fees 269 8.4 / Information from third parties, expert certifications COMMENTS ON THE PERIOD 103 and interest declarations 270 4.1 / Pro forma Financial Information 104 8.5 / Publicly available documents 270 4.2 / Analysis of business activities 8.6 / Information on equity investments 271 and consolidated results 105 8.7 / Documents incorporated by reference 271 4.3 / Group cash and equity 124 8.8 / Correspondence tables 272 4.4 / Recent events and outlook 132 8.9 / Glossary of alternative performance indicators 4.5 / Report of the Statutory Auditors on the pro forma 277 financial information for the periods ended December 31, 2015 and 2016 133 II 2016 REGISTRATION DOCUMENT FNAC DARTY © guteksk7/Shutterstock.com REGISTRATION DOCUMENT 2016 INCLUDING THE ANNUAL FINANCIAL REPORT Find all our publications on the website www.fnacdarty.com This Registration Document was filed with the French Securities Regulator (Autorité des marchés financiers - AMF) on April 14, 2017 in accordance with Article 212-13 of its general regulations. It may be used in support of a financial operation when supplemented by a Securities Note specified by the AMF. This document was drafted by the issuer and renders its signatories liable. © guteksk7/Shutterstock.com 2016 REGISTRATION DOCUMENT FNAC DARTY 1 Quote from the Chairman and Chief Executive Officer Alexandre BOMPARD, Chairman and Chief Executive Officer of Fnac Darty, upon presentation of the Group’s 2016 annual results: Through its human capital, its revenues, its distribution network, its customer base, and its recognized know-how, Fnac Darty represents a major new power in specialist retailing in Europe. Its robust business model and sound financial position are demonstrated by its initial results, which are positive and up sharply over 2016. When it begins the first chapter of its history, the Group is powerful, efficient and in a strong winning position. The choice we made to merge our two Groups was the right one, and we look forward to the future with a lot of confidence and ambition. 2 2016 REGISTRATION DOCUMENT FNAC DARTY The Fnac Darty network Benelux Number of stores 147 Range of products by geographical region and services France/Switzerland 461 Other products and services 16% Household appliances 20% Iberian Peninsula 52 Editorial products 17% Consumer electronics 47% Other regions 4 Acquisition of Darty Key figures September 2015: Fnac announces its intention to buy Darty Revenues: € 7.4 billion (1) with the aim of creating a European leader in the specialist (2) distribution segment. Number of employees: 27,000 June 2016: After formalizing its latest offer in May 2016, the Number of stores: 664 Group’s shareholders approved the plan virtually unanimously 2nd largest e-commerce retailer in France (3) at the Combined Annual and Extraordinary General Meeting on 6/17/2016. Weight of omnichannel sales: 45% of orders online July 2016: The brand obtains authorization from the French Competition Authority, finalizes its public offering and acquires control of Darty. August 2016: Governance of the new Group is established and revolves around an Executive Committee composed of the main executives from the two companies. Launch of consolidation process. (1) In pro forma. (2) Including Brazil. (3) Source Fevad / Mediamétrie: An average total of 13.6 million unique visitors per month. 2016 REGISTRATION DOCUMENT FNAC DARTY 3 4 2016 REGISTRATION DOCUMENT FNAC DARTY 1PRESENTATION OF THE GROUP 1 1.1 Fnac Darty: creation of a leader 6 1.4.3 / Increasing commercial attractiveness / and strengthening the customer relationship 17 1.1.1 / A merger that creates value 6 1.4.4 / Other products and services 17 1.1.2 / Major stages of the Darty acquisition 8 1.4.5 / Innovation central to the services offer 18 1.1.3 / Financing of the new Group 9 1.5 / Activities 18 1.2 History 9 / 1.5.1 / Geographical breakdown 18 1.2.1 / History of Fnac 9 1.5.2 / Range of products and services 19 1.2.2 / History of Darty 10 1.5.3 / An omnichannel distribution network 22 1.2.3 / Shared history of Fnac Darty 11 1.5.4 / Fnac Darty’s customers 25 1.3 / Markets 12 1.6 / Property portfolio and equipment 27 1.3.1 / Description of markets 12 1.3.2 / Market trends 12 1.7 / Research and Development, patents and licenses 28 1.4 / Strategic vectors 15 1.4.1 / Synergies: value creation potential 15 1.4.2 / Innovation central to omnichannel development 16 2016 REGISTRATION DOCUMENT FNAC DARTY 5 PRESENTATION OF THE GROUP 1 Fnac Darty: creation of a leader 1.1 / FNAC DARTY: CREATION OF A LEADER With €7.4 billion (1) in revenues and 27,000 employees, Fnac Darty financing, kitchen services and after-sales service. Fnac Darty has is one of the top 3 omnichannel distributors in its sector in Europe. a dense network of 664 multi-format stores in 10 countries, in key locations, combined with a powerful online offer that makes The Group offers an unrivaled range of editorial products (17% it the second largest e-commerce retailer in France. The Group is of sales), consumer electronics (47% of sales) and household a genuine “click & mortar” player with an omnichannel offer that appliances (20%), in addition to a full range of other products meets the fast changing needs of consumers. and services (16% of sales) including ticketing, warranties, 1.1.1FNAC / A merger DARTY that CREATION creates value OF A LEADER Creating a market leader A market leader in the French electronics, 1 editorial & home appliances retail market 1 A combination of two iconic French brands which will benefit customers Significant synergy potential Combination of two highly recognised 6 2 and well-respected brands with strong customer awareness Improved scale & reach across A complementary, more diversified and multiple formats 5 3 more resilient product offering with growth Enhanced network of complementary stores potential in France and an enlarged European Enhanced product offering and stronger platform footprint for further expansion into new product categories 4 An enhanced omnichannel proposal addressing evolving customer expectations Strengthened physical and online shopping experience 6 for customers 1 The retail landscape for consumer electronics, editorial products The Group is the leader in consumer electronics in France and is and household appliances has changed greatly in recent years. an essential actor in the distribution of editorial products: it is the Since the early 2000’s, the market has undergone a profound largest bookseller with more than 46 million books sold, the largest transformation due to digitalization and competitive pressures music store with more than 10 million audio CDs sold in 2016, from online. In response, traditional brands have recently turned to and the leading player in the video market with close to 10 million consolidation to achieve the necessary scale to remain competitive DVDs and Blu-Rays sold in 2016. Fnac Darty is a major player in (e.g. Dixons/Carphone, Carrefour/Rue du Commerce, CDiscount/ household appliances and related services. Lastly, the Group is a Casino). Fnac and Darty have merged for the purpose of bolstering leader in France in event ticket sales.