2020 Consolidated Financial Statements Contents
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2020 Consolidated Financial Statements Contents / Directors’ Report 5 Introduction 6 Corporate Bodies 7 Group Structure 8 Governance 10 Financial Highlights 14 / Gaming 17 Highlights 2020 18 Sisal Group: a history of gaming 20 Organisational structure 24 Business areas 26 Mission, vision and values 31 Sustainability 32 Risk factors and uncertainties 35 Gaming concessions and regulatory framework 40 Legal and tax disputes 49 Significant events during the year 52 / Banking & Payments 57 Highlights 2020 58 SisalPay and Banca 5: “a great business since day one” 60 Organisational structure 61 Mission, vision and values 62 Sustainability 63 Risk factors and uncertainties 65 Significant events during the year 66 / Group performance and results 69 Macroeconomic environment 70 Gaming and Banking & Payments market trends 71 Group performance and results 77 Group Net Financial Position 87 Other information 90 Subsequent events 91 Business Outlook 93 / Consolidated Financial Statements 95 Consolidated Income Statement 96 Other Comprehensive Income 96 Consolidated Statement of Financial Position 97 Consolidated Statement of Changes in Equity 98 Consolidated Statement of Cash Flow 99 / Notes to the Consolidated Financial Statements 101 / Independent Auditors’ Report 185 Disclaimer This document contains forward-looking statements, in particular in the sections “Subsequent events” and “Business outlook”, which refer to future events and the operating, economic and financial results of the Sisal Group. Due to their nature, these forecasts involve risk and uncertainty, in that they depend upon the occurrence of future events and developments. The actual results may vary, even significantly, with respect to those announced, due to a multitude of factors. Directors’ Report 2020 Consolidated Financial Statements Introduction In December 2019 the Sisal Group began a corporate reorganisation project with the objective of separating Payment Services business from Gaming, which led to the creation of the first Italian Proximity Banking & Payments company, deriving from the union of SisalPay and Banca 5 (Intesa Sanpaolo Group). This corporate reorganisation was followed by a revision of the organisational structure and each of the two groups of companies provided themselves with an independent and approved system of controls, respectively located within Sisal S.p.A. and Mooney(1) S.p.A. (formerly SisalPay S.p.A.), which operate autonomously. This Directors’ Report was prepared with the aim of reflecting the new organisational structure and is structured as described below: / Sisal Group S.p.A. corporate bodies (parent company); / Group structure, highlighting the companies operating in the Gaming business and those in the Banking & Payments business; / a section dedicated to Gaming business and one dedicated to Banking & Payments, in the light of the special features of the markets in which the respective companies work, which requires separate dedicated sections (history of business, product and business sectors, mission, vision and values, sustainability, risk and uncertainty); / analysis of the Group’s performance and results both economically and financially, including consolidated figures for both the Gaming business and the Banking & Payments business. (1) It should be noted that on 29 March 2021, the Extraordinary Shareholders’ Meeting of SisalPay Group S.p.A. resolved to change the name of the Company and that of its subsidiaries SisalPay S.p.A. and SisalPay Servizi S.p.A. to Mooney Group S.p.A., Mooney S.p.A. and Mooney Servizi S.p.A., respectively. In the remainder of this document, these entities are referred to by their name as at 31 December 2020. 6 2020 Consolidated Financial Statements Corporate Bodies Below is a summary of the corporate bodies of the parent company Sisal Group S.p.A.: Board of Directors Chairman Aurelio Regina Chief Executive Emilio Petrone Officer Aurelio Regina Giampiero Mazza Directors Emilio Petrone Andrea Ferrante Francesco Durante Umberto Delzanno Board of Statutory Auditors Chairman Ezio Simonelli Standing Francesco Facchini Marco Valsecchi Auditors Alternate Giancarlo Lapecorella Roberto Cassader Auditors Independent PricewaterhouseCoopers S.p.A. Auditors 7 2020 Consolidated Financial Statements Group Structure Since 2016 the Sisal Group has been 100% controlled by CVC Capital Partners, resulting from the merger by incorporation SCHUMANN INVESTMENTS S.A. of Schumann Investments S.A. As already indicated in the Introduction, in December 2019 the Sisal Group began a corporate reorganisation project 100% with the objective of separating Payments business from Gaming, which led to the creation of the first Italian Proximity Banking & Payments company, deriving from the union of SisalPay and Banca 5 (Intesa Sanpaolo Group). Sisal Below the structure of the Group is presented, highlighting the companies in the Gaming segment and those in the Group S.p.A. Banking & Payments segment. Şans Banca5 Dijital S.p.A. 51% 100% 70% 30% 49% Sisal Şans Sisal S.p.A. SisalPay PlusRe Group S.p.A. S.r.l. 100% 100% 49% 51% SisalPay SisalPay Pluservice S.p.A. Servizi S.p.A. S.r.l. 100% 100% 100% 100% 30% 70% Sisal Sisal Sisal Point Sisal Albania MyCicero Entertainment Lotérie Maroc S.p.A. SHPK S.r.l. S.p.A. S.a.r.l. 60% 100% 100% 49% 100% Network Acme Sisal Rete Servizi Sisal Juego Italia S.r.l. S.r.l. Gaming Integrati Espana S.A. S.r.l. S.r.l. 40% 51% Games Confesercenti Lodi S.p.A. Gaming Payments Key Gr company shareholders Gr company shareholders 8 2020 Consolidated Financial Statements SCHUMANN INVESTMENTS S.A. 100% Sisal Group S.p.A. Şans Banca5 Dijital S.p.A. 51% 100% 70% 30% 49% Sisal Şans Sisal S.p.A. SisalPay PlusRe Group S.p.A. S.r.l. 100% 100% 49% 51% SisalPay SisalPay Pluservice S.p.A. Servizi S.p.A. S.r.l. 100% 100% 100% 100% 30% 70% Sisal Sisal Sisal Point Sisal Albania MyCicero Entertainment Lotérie Maroc S.p.A. SHPK S.r.l. S.p.A. S.a.r.l. 60% 100% 100% 49% 100% Network Acme Sisal Rete Servizi Sisal Juego Italia S.r.l. S.r.l. Gaming Integrati Espana S.A. S.r.l. S.r.l. 40% 51% Games Confesercenti Lodi S.p.A. Gaming Payments Key Gr shareholders Gr shareholders 9 2020 Consolidated Financial Statements Governance The Sisal Group is aware of the importance a good Corporate Governance system has in achieving strategic objectives and creating long-term sustainable value, by ensuring effective governance which complies with institutions and rules, efficient and able to consider economic principles, and proper in its interactions with all those with an interest in the life of the Group. In line with this, the Group ensures its Corporate Governance system is always up to date with relevant recommendations and regulations, adhering to domestic and international best practices. The administration and control model adopted by Sisal is the traditional one, with a Shareholders’ Meeting consisting of a Sole Shareholder, Board of Directors and a Board of Statutory Auditors. The Group’s Corporate Governance structure revolves around the central entity the Board of Directors, the highest level body authorised to manage the company in the interest of shareholders, which provides strategic guidance, and guarantees transparency in the making of decisions and in defining an effective Internal Control and risk management system, including decision making processes both regarding internal and external entities. The parent company Sisal Group S.p.A. is currently guided by a Board of Directors with six members, in office through the date of the Shareholders’ Meeting which will be called to approve the financial statements for the year ending on 31 December 2021. The Board of Directors holds the widest powers of ordinary and extraordinary administration, with the exception of those reserved by law exclusively for the Shareholders’ Meeting. The Board of Directors has identified a Chief Executive Officer from among its members, who has been granted proxies and powers of ordinary administration necessary or useful for the execution of company business. The Directors are responsible for managing the company, taking the actions necessary to implement the company purpose. The Board of Directors is also responsible for the Group's Internal Control and risk management system. Note that during the year the Group reorganised its Internal Control system, with specific reference to internal Board committees and the Internal Audit department, completing an additional and important step in the process of separating Gaming business from that associated with Banking & Payments business. This separation process began with the already cited corporate reorganisation operation for payment services, completed on December 2019, which included the signing of a strategic agreement with Banca 5 S.p.A., a member of the Intesa Sanpaolo Group, to create through a partnership a group that is a leader in the sector of digital distributed payment and proximity banking in Italy. As part of this reorganisation, in December 2019 Sisal Group transferred to its indirect subsidiary SisalPay S.p.A. the payment services business unit (thereby ceasing to function as a payment institution) and, consequently, the Sisal Group S.p.A. Shareholders’ Meeting resolved on 20 July 2020 to change the company purpose, eliminating in article 4 of the By-Laws all references to the provision of payment services. Therefore, Sisal Group no longer manages and coordinates both groups, instead exclusively managing and coordinating Italian and foreign companies working in the Gaming business,