Annual report 2005

Transcription

Annual report 2005

Amiens
Bordeaux
Brest
Clermont-Ferrand
Grenoble
Lille
Lyon
Marseille
Montpellier
Nancy
Nantes
Nice
Paris
Poitiers
Rennes
Rouen
Saint-Etienne
Saint-Nazaire
Strasbourg
Toulouse
Vannes
Financial Communication Service - Tel: +33 (0) 4 72 31 54 20 - Fax: +33 (0) 4 72 31 54 95 - [email protected]
Holding - Route d’Irigny - ZI Nord - BP 40 - 69530 Lyon-Brignais - France
Tel: +33 (0) 4 72 31 54 54 - Fax: +33 (0) 4 72 31 54 99 - [email protected]
… BRINGING PEOPLE TOGETHER
2005 ANNUAL REPORT
Belgium
Canada
China
United Arabic Emirates
Spain
United States
Italy
Hongary
Portugal
United-Kingdom
Switzerland
2005 ANNUAL REPORT
P. 02
PRESENTATION OF GL EVENTS
CONTENTS
2005
THE TEAMS
— 2005 business highlights
— Message from Olivier Ginon
— Message from Olivier Roux
— Corporate governance
THE BUSINESS
— The market
— Business divisions
— Venue and event management
— Services
— Group milestones
CORPORATE INFORMATION
— Stock performance and shareholder information
— Chairman’s report
— Investment policy
— Regulation
— Support services and commercial organization
— Human resources
— Sustainable development
P. 04
P. 08
P. 10
P. 12
P. 22
P. 26
P. 36
P. 50
P. 54
P. 58
P. 64
P. 66
P. 68
P. 72
P. 76
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2005
— Board of Directors’ report
— Consolidated financial statements
— Notes concerning the consolidated financial statements
— Statutory auditors' report on the consolidated financial
statements for the year ended 31 December 2005
— Statutory auditors' report on the reprocessed consolidated
financial statements
P. 80
P. 88
P. 93
P. 133
P. 134
PARENT COMPANY FINANCIAL STATEMENTS
— Board of directors’ report and analysis of the parent company
financial statements
— Financial statements of GL events SA
— The board of directors on the capital increase
— Board of directors’ report concerning resolution 6 to 15
proposed to the General meeting
— Project of shareholder resolutions
P. 138
P. 144
P. 148
P. 151
P. 155
GENERAL INFORMATION CONCERNING
GL EVENTS AND ITS REGISTERED CAPITAL
P. 168
PERSON RESPONSABLE FOR THE REGISTRATION DOCUMENT
P. 178
Conception and realization : Esprit Public
Photos : Alexandra Fleurantin, Emmanuel Pierrot,
(Cité | Centre de Congrès de Lyon) Serge Martinez Conception and Organization SEPELCOM
2005 ANNUAL REPORT P. 03
Created in 1978, GL events is today’s leading international one-stop source for event industry solutions.
GL events,
WELCOME TO THE
WORLD OF EVENTS!
Historically positioned as a provider of global services for events, GL
events has completed its upstream range of solutions by the addition of
venue management and events organization
Through this strategic diversification, GL events today proposes a unique
offering.
Unique in the range of services, expertise and know-how, its ability to propose customized solutions, its worldwide network of premium venues
under management.
As a partner and adviser, GL events assists customers from the design to
the realization of their projects through its coverage of the three major
event industry sectors:
— trade shows and exhibitions for professionals and the general public.
— events of a temporary nature.
— congresses and conventions regardless of the activity.
4 STRONG VALUES
— COMMITMENT
To respect our customers and trust our partners,
assuring complete responsibility for our projects
that represents a guarantee for the success of the
event
— PASSION
To create in the service of a distinctive identity,
desires and convictions that provide the basis for
developing ideas that work
— INNOVATION
To always propose the most creative solutions
because there is no limit to the imagination
— CUSTOMER FOCUS
A culture of teamwork, attention to customer
needs and proactiveness that at the same time
respects diversity to provide optimal local service
…BRINGING PEOPLE TOGETHER
Net sales: €434 million – 2,599 employees – 68 offices
P. 04
2005 BUSINESS
HIGHLIGHTS
02
01
03
01 TURIN SPORTS EVENTS 2005 - January 2005 - GL events provided and set up temporary installations for 8 sites for sports events totalling
6,345 m2 of structures to house VIP restaurants, media centres, medical centres etc. and 800 grandstand seats installed for the competitions.
02 LAUNCH OF THE AIRBUS A380 - January 2005 - For the official launch of this new aircraft, the office in Toulouse, where the Airbus world headquarters is located, produced all the temporary structures in the three halls of the manufacturer's Lagardère building: 4,500 capacity grandstand,
partitions, fixtures for the press centres, VIP lounges, etc…
03 “CHORUS” OF VANNES JOINED THE GL EVENTS GROUP - January 2005 - Equipped with two polyvalent halls with a total area of 5,500 m2,
“Chorus” in 2005 hosted a wide range of events from: trade shows for the general public and professionals, concerts, corporate events, Gala evenings, an exhibition on China… A total of 400,000 visitors.
THE TEAMS P. 05
05
04
06
04 GL EVENTS WINS THE PRIVATISATION BID FOR HUNGEXPO (HUNGARY) - March 2005 - On 94 acres, its 75,000 square meters of exhibition space
(including 40,000 m2 of exhibition halls), enabled the Budapest Exhibition Centre in 2003 to host 25 major trade shows and exhibitions on behalf of
more than 6,000 exhibitors and nearly 550,000 visitors.
05 GL EVENTS ACQUIRES THE PADUA EXHIBITION CENTRE (ITALY) - September 2005 - Less than 30 minutes from Venice, the Padua Exhibition
Centre, has 150,000 m2 of space including exhibition halls of 70,000 m2 hosting every year more than 600 trade shows, exhibitions and events representing 11,000 exhibitors and welcoming 730,000 visitors.
06 PERFORMANCE ORGANISATION JOINS THE GL EVENTS GROUP - September 2005 - For the last 15 years, Performance Organisation has developed a track record of expertise in organizing trade shows and its addition provides opportunities for further synergies throughout the group.
P. 06
2005 BUSINESS HIGHLIGHTS
02
01
03
01 GL EVENTS PARTICIPATES IN A SERIES OF PRELIMINARY ACTS OF THE AMERICA’S CUP - June 2005 - For the first time in its history, the
America’s cup implemented a program of regattas over four years to ensure the cup's presence every year until 2007. For the 4th, 5th, 8th and 9th
preliminary acts, GL events was selected to provide temporary structures for the organizers.
02 PACKAGE OFFERS SYNERGIES WITH LYON MODE CITY - September 2005 - For the Salon Lyon Mode City Package’s full range of organizational
expertise was deployed: logistics, protocol, media relations, event management, reservations of hotel services, etc. The agency coordinated other services
provided by the group in the design and production of the fashion show area, the deployment of 80 hostesses…
03 THE BARCELONA INTERNATIONAL CONVENTION CENTRE (CCIB) HOSTED THE EUROMED SUMMIT - November 2005 - The CCIB welcomed a
delegation of 1,000 people led by 37 Heads of State. The group supplied audiovisual services, catering and a structure.
THE TEAMS P. 07
Lyon Festival of Lights - Conception & realization: Public Lighting Department of the city of Lyon
04
05
04 GL EVENTS WAS A PARTNER AND ADVISER FOR THE ORGANIZATION OF THE WORLD SUMMIT ON THE INFORMATION SOCIETY OF TUNIS November 2005 - This summit welcomed 46 heads of state or government and more than 19,000 participants. The group coordinated the delivery of
a wide range of solutions: structures, general installations of the trade show, stands, signage, furniture, stage lighting, sound systems and translation
services, audiovisual services, woodworking, tent liners, heating, general lighting services, electricity, etc…
05 GL EVENTS PUTS ON A “WORLD'S FIRST” FOR THE LYON LIGHT FESTIVAL - December 2005 - During the Lyon Light Festival, GL events
put in place all the technical solutions for lighting up Lyon's most famous landmark, the hill of the Fourvière Basilica (based on a concept developed
by Régis Vigneron and Damien Fontaine). The light show was orchestrated via a network of wifi remote command controls replacing more than 3,000
meters of cable! A world first.
P. 08
THE TEAMS P. 09
MESSAGE FROM
OLIVIER GINON,
Chairman
In 2005 the group crossed a new milestone that has
confirmed the pertinence of our strategy of covering
the entire spectrum of event industry services and
solutions. The core values of our group, commitment,
passion, innovation and customer focus, shared by all
our employees have been the driving force behind this
economic and human success. I express my special
thanks to all employees for their contributions to this
achievement.
The strength of our business model is based on a
coherent and complementary offering of national and
international destinations through our portfolio of
convention and exhibition centres combined with our
ability to organize every type of event accompanied by
a complete range of associated services. Services, our
group's historical business, continues to provide significant leverage fuelling the growth of our venues and
solid performances by GL events.
In 2005, we further strengthened our offering of destinations with the
management of the Padua Exhibition Centre in Italy and the acquisitions of
the Exhibition Centre of Budapest and Chorus and the Exhibition Centre of
Vannes. Performance Organisation also has added to our expertise in the
organization of trade fairs.
Building on these successes, we have set ambitious targets for the coming
three years. These include achieving a balanced sales mix between national
and international activities and maintaining our track record of sustained
growth to achieve sales of 700 million euros by 2008.
To support these goals, the group raised additional funds from the market
through a capital increase and the success of this offering demonstrated the
confidence of our investors in the future of our group.
P. 10
THE TEAMS P. 11
MESSAGE FROM
OLIVIER ROUX,
Vice-Chairman
The group successfully met its objectives in 2005.
With a goal of increasing the contribution of international operations to 50% within three years, international sales in 2005 already accounted for 34% of total
revenue. In the perspective of the Olympic Games of
2008, the universal exposition of 2010 and China's
development in the years ahead, opening an office in
Shanghai has laid the groundwork for our growth in
this strategic region.
Despite the absence of major worldwide events,
noteworthy successes were registered in 2005 including
the World Summit on the Information Society in Tunis,
the Euro-Medtiterranean summit in Barcelona and
the Hungexpo Home of the Future exhibition. We also
pursued our development in the mature market of
France in regions outside the Paris area.
These successes have confirmed the validity of the
group's growth strategy. This has involved strengthening
its historical businesses of Services by consolidating
its regional network with the creation of an office in
Rouen and the acquisition of the activity of the company Chauvin in Toulouse.
This was accompanied by the expansion of our portfolio of venues. In January
we acquired Chorus in Vannes followed by the exhibition centres of Hungexpo
in Hungary, PadovaFiere in Padua in Italy.
Finally, efforts were focused on becoming a major provider of solutions and
services for the organization of events, conventions and trade shows exemplified by the addition of Performance Organisation, based in Brest and the
organizer of 20 trade shows (wine, fine foods and home design and decoration) that joined the group in September.
With Europa, Package, Hungexpo, Padua, Performance Organisation and
Toulouse Expo, the group is today the owner or co-owner of 139 trade shows,
events or conventions.
In 2006 and 2007, GL events will be a major contributor to large events such
as the World Rugby Championship in France and England or the World Football
Cup in Germany. We will also benefit from the addition of Kobé, a specialist
in the organization of medical conventions and organizer of some 30 events.
And with the increased capacity made available by the 3,000-seats hall extension of the Lyon Convention Centre, this city will become a major European
destination for business tourism to be shortly inaugurated by the next convention of French mutual insurance companies.
P. 12
THE BOARD OF DIRECTORS
CORPORATE
GOVERNANCE
Composition and organization
of the Board of Directors,
management and committees
— OLIVIER GINON CHAIRMAN
Appointed by the ordinary general meeting of 24 April 1998 and reappointed by
the ordinary general meeting of 25 June 2004 until the close of the General
Meeting to be held in 2010, called to approve the financial statements for the
period ending 31 December 2009.
— OLIVIER ROUX
DIRECTOR, VICE-CHAIRMAN, MANAGING DIRECTOR
Appointed by the ordinary general meeting of 24 April 1998 and reappointed by
the ordinary general meeting of 25 June 2004 until the close of the General
Meeting to be held in 2010, called to approve the financial statements for the
period ending 31 December 2009.
— GILLES GOUEDARD-COMTE
DIRECTOR, MANAGING DIRECTOR
Appointed by the ordinary general meeting of 14 June 1996 and reappointed by
the combined annual meeting of 20 June 2002, until the close of the General
Meeting held in 2008, called to approve the financial statements for the period
ending 31 December 2007.
— DAMIEN BERTRAND
DIRECTOR, MANAGING DIRECTOR
Appointed by the combined annual meeting of 20 June 2002 until the close of
the General Meeting held in 2008, called to approve the financial statements
for the period ending 31 December 2007.
— AQUASOURÇA DIRECTOR
Represented by Madame Sophie Defforey-Crepet
Appointed by the combined annual meeting of 20 December 2002 until the
close of the General Meeting to be held in 2008 called to approve the financial statements for the period ending 31 December 2007. Independent
Director.
— PHILIPPE MARCEL DIRECTOR
Appointed by the combined annual meeting of 11 July 2003, until the close
of the general meeting to be held in 2009, called to approve the financial
statements for the period ended 31 December 2008. Independent Director.
— ANDRÉ PERRIER DIRECTOR
Appointed by the combined annual meeting of 9 June 2000 until the close of
the General Meeting to be held in 2006, called to approve the financial statements
for the period ending 31 December 2005. Independent Director. Chairman of
the Audit Committee.
— ÉRICK ROSTAGNAT DIRECTOR
Appointed by the combined annual meeting of 20 June 2002, until the close
of the General Meeting to be held in 2008, called to approve the financial
statements for the period ending 31 December 2007.
— JEAN-PAUL SIMOËNS, MAZARS (JEAN-MARIE BARBEREAU)
PRINCIPAL STATUTORY AUDITORS
— MICHEL MAZA, OLIVIER BIETRIX
ALTERNATE STATUTORY AUDITORS
THE TEAMS P. 13
SYSTEM OF CORPORATE GOVERNANCE
ADOPTED BY THE BOARD OF DIRECTORS
The combined general meeting of 20 June 2002 voted to
change the bylaws in accordance with the provisions of
Law 2001-420 of 15 May 2001 that modified rules governing the general management and chairmanship functions in French joint-stock companies (sociétés anonymes).
Under GL events’ bylaws the functions of Chairman (Président) and Chief Executive Officer (Directer Général) may
be separated while the Chairman may or may not be vested with the powers of Chief Executive Officer.
In accordance with the provisions of decree 2002-803 of
3 May 2002, enacting the law of 15 May 2001, the Board
of Directors' meeting of 2 December 2002, confirmed the
appointment of Olivier Ginon as Chairman-Chief Executive Officer of the company. Olivier Roux and Gilles Gouedard Comte were appointed Managing Directors (Directeurs Généraux Délégués). At this same Board meeting,
Damien Bertrand was also appointed Managing Director
GROUP EXECUTIVE COMMITTEE
The Group Executive Committee is composed of the following people :
— OLIVIER GINON CHAIRMAN
— OLIVIER ROUX VICE-CHAIRMAN
— GILLES GOUEDARD-COMTE
FOUNDING PARTNER
— DAMIEN BERTRAND
MANAGING DIRECTOR
— ÉRICK ROSTAGNAT
CHIEF FINANCIAL OFFICER,
INVESTOR RELATION
— JEAN-EUDES RABUT
EXECUTIVE MANAGER,
VENUE AND EVENT
MANAGEMENT
— MARC DONCIEUX
EXECUTIVE MANAGER,
CONVENTIONS AND EVENTS
— DANIEL CHAPIRO
EXECUTIVE MANAGER
— CATHERINE PERRIN
MANAGER, HUMAN RESOURCES
P. 14
CORPORATE GOVERNANCE
— GROUP EXECUTIVE COMMITTEE
The members of this committee are listed on page 13.
- RISK MANAGEMENT COMMITTEE
This committee includes Olivier GINON, Erick ROSTAGNAT, Damien BERTRAND, Catherine PERRIN, Antoine STEHELIN (Chief Legal Officer), JeanCharles DESRAYAUD, Marie-Pierre BOSSARD (Risk and Insurance Manager).
It is also assisted by an outside attorney. The committee meets twice yearly
to evaluate employee-related, tax and customer risks that could adversely
impact the group's financial position.
This committee reviews and makes operational decisions concerning the organization, finance and human
resources. It reviews potential acquisitions in order to
make recommendations to the Board of Directors and
implements all group strategies.
— INVESTMENT COMMITTEE
Comprised of Damien BERTRAND and Daniel CHAPIRO, this committee is
convened on demand to review and approve investment requests not included
in the initial budget or exceeding defined amounts.
— BOARD OF DIRECTORS
Refer to the report of the Chairman on the activity of
the Board of Directors on page 58.
This committee met 24 times in 2005.
— SYNERGY COMMITTEE
Including management of the key group subsidiaries
(covering all divisions) and business units, this committee meets once a week to exchange information
and provide coordination for short-term commercial
and operating issues.
— DIVISION EXECUTIVE COMMITTEES
Division executive committee meetings are held for
business unit managers to monitor operating and
financial issues for all concerned companies.
— AUDIT COMMITTEE
Members of this committee include Olivier GINON,
André PERRIER (Independent Director and Chairman of
the Committee), Erick ROSTAGNAT, Damien BERTRAND,
Daniel CHAPIRO and Jean-Charles DESRAYAUD
(Accounting and Tax Manager). This committee is
assisted by the presence of the auditors. It ensures the
effectiveness and consistency of procedures applied by
group companies. It also oversees the application of
internal control procedures and the expanding coverage of the procedures. Finally it ensures the transparency and quality of group financial disclosures.
In 2005, this committee met 4 times.
THE TEAMS P. 15
P. 16
THE TEAMS P. 17
COMPANY STOCK HELD BY DIRECTORS AND
OFFICERS
— COMPENSATION AND BENEFITS GRANTED TO
EXECUTIVE OFFICERS IN 2005
Olivier GINON and Olivier ROUX received compensation from Polygone SA in 2005 of €254,930 and
€227,052 respectively.
In 2005 Compagnie du Planay, the personal holding
company of Gilles GOUEDARD COMTE invoiced
GL events management fees of €220,200 and travel
expenses of €14,645.
Damien BERTRAND received gross compensation
including benefits in-kind of €202,900 in 2005, including variable compensation based on individual performance targets. Damien BERTRAND is entitled to
severance benefits in event of his departure. If revoked
from his position as Managing Director of GL events or
if he resigns from this position pursuant to material
changes to the group's strategic orientations with
which he disagrees, he will be entitled to compensation equivalent to 18 months of gross compensation.
Erick ROSTAGNAT received gross compensation including benefits in-kind of €169,182 in 2005, including
variable performance-based compensation.
The ordinary general meeting of 20 May 2005 voted to
allocate a maximum amount of €85,000 for attendance fees for 2005 and subsequent periods until a decision to the contrary.
The Board of Directors' meeting of 9 December 2005
decided to allocate attendance fees of €12,000 to
André PERRIER and €10,000 to the other directors.
— STOCK OPTIONS GRANTED TO AND EXERCISED BY OFFICERS
In 2005, GL events did not grant stock options.
In 2005, 6,000 stock options (plan 5 01-1, with the holding period ending 22
October 2005) were exercised by Erick ROSTAGNAT at a price of €8.45.
P. 18
— NATURE AND SCOPE OF RELATED-PARTY
AGREEMENTS CONCLUDED BETWEEN GL EVENTS,
OFFICERS AND SHAREHOLDERS HOLDING MORE
THAN 10% OF THE VOTING RIGHTS
Directors that are natural persons exercising management functions in the group receive benefits and
services for the performance of their functions (company cars and reimbursement of travel expenses).
- Banque de Vizille, other than for its normal banking
activities, did not invoice any fees or services.
- Société Lyonnaise de Banque, a Banque de Vizille
shareholder, provides services in connection with its
ordinary banking activities.
Agreements have been concluded between GL events and group subsidiaries
for the provision of management services and IT assistance. The terms and
amounts invoiced under these agreements with companies having a common
management are described in the auditors' special report on related party
transactions.
— LOANS AND GUARANTEES GRANTED IN FAVOUR OF DIRECTORS
AND OFFICERS
None
EMPLOYEE PROFIT SHARING AND STOCK-BASED
COMPENSATION
— EMPLOYEE PROFIT-SHARING PLANS
None
- Polygone invoiced fees of €1,173,379 corresponding
to 0.27% of consolidated sales between 1 January and
31 December 2005, according to the terms of the
management agreement between the two companies.
— OPTIONS GRANTED TO AND EXERCISED BY THE TEN GL EVENTS EMPLOYEES WHO ARE NOT GROUP OFFICERS HAVING
RECEIVED THE GREATEST NUMBER OF OPTIONS
In 2005, GL events did not grant stock options.
Options granted
or exercised
in the fiscal year
Granted
Exercised
Options granted
in the fiscal year
-
Outstanding options,
exercised in the fiscal year
Number of options
Average
weighted price
Plan
-
-
-
25,000
11,200
€21.36
€8.45
N° 4 00-2
N° 5 01-1
THE TEAMS P. 19
P. 20
APPOINTMENTS HELD BY GL EVENTS
MANAGEMENT AS OFFICERS AND
DIRECTORS IN OTHER COMPANIES
Appointments by management in other companies are
as follows:
— OLIVIER GINON exercises the following functions:
- In holding companies of GL events or compagny in
which a majority interest is held by a GL events holding
company:
Chairman and Chief Executive Officer (Polygone SA),
- In companies consolidated by GL events: Chairman
(GL Middle East, GL events CCIB, GL events Belgium,
GL Furniture Asia, GL events USA), Chairman of the
Executive Board (Hungexpo Zrt), Executive Board
member (GL events Hungaria Zrt), Supervisory Board
member (Toulouse Expo), Director (GL Mobilier,
GL events Hong-Kong Ltd, GL events Italia SpA,
GL events Canada, Owen Brown, GL events Asia Ltd,
BS Vision), Director P.R. of GL events (Auvergne
Evénements, Europa Organisation, GL Espace &
Décor, GL Lumière & Son, Hall Expo),
- In companies not in the GL events group:
Chairman of the Board of Directors (Sepelcom), Chairman (Foncière Polygone SAS), Director (Lyonnaise de
Banque, Olympique Lyonnais, Tocqueville Finances),
Director P.R. of GL events (Sepel Eurexpo).
— GILLES GOUEDARD COMTE exercises the following
functions:
- In companies consolidated by GL events: Vice-Chairman
(GL events USA), Director (GL Mobilier, Vachon),
Supervisory Board member (Toulouse Expo), Director
P.R. of GL (Expo Service Cote d’Azur, Secil).
- In companies not in the GL events group: President
and Chief Executive Officer (Prisme 3), Chief Executive
(Foncière Polygone SAS), Manager (La Compagnie du
Planay, Colfic, La Compagnie des Prioux), Director
(Ceris).
— OLIVIER ROUX exercises the following functions:
-In holding companies of GL events or a compagny in
which a majority interest is held by a GL events holding
company: Managing Director and Director (Polygone SA),
- In companies consolidated by GL events: Chairman and Chief Executive
Officer (BS VISION), Chairman of the Board of Directors (GL Mobilier),
Manager (Sté d’Exploitation de Parcs d’Exposition), Chairman of the Board
of Directors (Market Place), Director (Chorus, Europa Organisation, GL
Espace & Décor, GL Lumière & Son, GL events Asia Ltd, ISF, Package, Hall
Expo, GL Data Systems, Ranno Entreprise, Secil, SF Protection), Supervisory Board member (Toulouse Expo, GL events Hungaria Zrt), Director P.R.
of SECIL (Auvergne Evénements), Director P.R. of GL Mobilier (Vachon),
Chairman (BSI SAS), Executive Board member (Hungexpo Zrt),
- In companies not in the GL events group: Director (Prisme 3, CIC Securities).
— DAMIEN BERTRAND exercises the following functions:
- In companies consolidated by GL events: President and Chief Executive
Officer (GL Espace & Décor), Chairman of the Board of Directors (ISF),
Director (BS Vision, GL Data Systems, GL Lumière & Son, GL Mobilier, Hall
Expo, Market Place, Ranno Entreprise, GL events Belgium, Owen Brown,
SF Protection, Tempastor, Vachon), Supervisory Board member (GL events
Hungaria Zrt, Hungexpo), Director P.R. of GL Espace & Décor (Auvergne
Evénements),
- In companies not in the GL events group: Director P.R. of GL events (Idées
en Tête), Director P.R. of GL events (Evexpo).
— ERICK ROSTAGNAT exercises the following functions:
- In the holding companies of GL events or a or compagny in which a majority interest is held by a GL events holding company: Director (Polygone SA),
- In consolidated companies by GL events: Chairman of the Supervisory
Board (Hungexpo Zrt), Chairman of the Executive Board (GL events Hungaria Zrt), Chairman (GL events Italia SpA), Director (Auvergne Evénements,
BS Vision, Expo Service Cote d’Azur, GL Espana, GL events Canada,
GL events CCIB, ISF, GL events Hong-Kong Ltd, GL UK, Owen Brown,
Package, Secil, GL events Hong-Kong Ltd, Tempastor), Supervisory Board
member (Toulouse Expo), Director P.R. of Package (Norexpo), Director P.R.
of GL events (Chorus, GL events Greece, SF Protection),
- In companies not in the GL events group: Chief Executive Officer (Foncière
Polygone SAS), Director P.R. of GL events (Pyramide XV), Supervisory Board
member P.R. of GL events (SAS Lou Rugby).
THE TEAMS P. 21
— PHILIPPE MARCEL exercises the following functions:
2005: Chairman (Adecco Holding France SAS, Adecco Travail temporaire
SAS, AHF e-Business SAS), Director (GIE Avion Ecco, Adecia SA, Altedia SA,
Adecco SA a Swiss compagny), Supervisory Board member (April Group),
Director (AESCRA, association managing the EM Lyon)
2004: Chairman (Adecco TT SAS, AHF e Business, Ecco SAS, SIPEMI, PBM
Participations SAS), Director (Adecia, EM Lyon, April Group) Director P.R.
of Adecco TT(Ajilon France ex Adecco Consulting), Director P.R. of Adecco
TT (Alexandre TIC), P.R. of Adecco TT (Pixid).
2003: Chairman (Adecco TT SAS), Director (Adecco SA, Quick Medical Services, April Group, SA Sportive Professionnelle ASVEL Basket)
2002: Chairman (Adecco TT SAS, Adecco Holding France SA, Adecco TT SAS,
Adia SA, AHF e Business SAS), Director (Avion Ecco GIE, Olsten TT SA, QMS)
2001: Chairman (Adecco Holding France SA, Adecco TT SA, Adia SA, AHF e
Business SAS, Olsten SA), Director (Interecco Management SA, Avion Ecco
GIE, Sistel Services SA, Olsten TT SA, QMS).
— ANDRÉ PERRIER exercises the following functions:
2004 and 2005: Director (SA Infoconcert controlled by Espace Group,
Banque Patrimoine et Immobilier), Chief Compliance Officer (Rhône-Alpes
Création), Director (Espace Group).
2003: Chairman (SACI Axialim, Société Lyonnaise de Coordination Immobilière), Director P.R. of SACI Axialim (SACI Forez-Velay), Director (Espace
Group),
2002: Chairman (SACI Axialim, Crédit Immobilier de France financiére
Rhone- Ain), Director (Espace Group), Manager (Michel Perrin Conseil Sarl),
2001: Chairman (sa hlm Logirel, SACI Crédit Immobilier de France Lyon,
Crédit Immobilier de France financiére Rhone-Ain), Director (Société Lyonnaise de Coordination Immobilière).
STATUS OF CORPORATE OFFICERS
INDEPENDENT DIRECTORS
— SOPHIE DEFFOREY CREPET,
P.R. OF AQUASOURÇA exercises the following functions:
- In companies not in the GL events group: 2005 and
2004: Chairwoman of the Board of Directors (Aquasourça), Director (Floreane, Intelnet), Supervisory
Board member (Emin Leydier); 2003 and 2002: Chairwoman of the Board of Directors (Aquasourça), Director
(Floreane, Intelnet, Finel, Genesis Holding);
To the best of the Company's knowledge, none of the officers of GL events
in the last five years has been convicted for fraud. In addition none of these
people have been involved as a corporate officer in a bankruptcy, receivership or liquidation proceeding during the last five years or been convicted
of an offence and/or official sanction by a statutory or regulatory authority.
None of the officers have been disqualified from serving as member of a Board
of Directors, the executive management of the company or a Supervisory
Board or from participating in the management of the operations of an
issuer in the last five years.
P. 22
THREE MAJOR EVENT INDUSTRY MARKETS:
ACTIVITY
AND MARKET
Such events, trade fairs and exhibitions account for 22% of communication
budgets in 2005. A 3% increase compared to 2004 (source Inep France Pub).
— trade shows and exhibitions for professionals or the general public
represent a solid market in which GL events has historically occupied a very
strong position. This market generates significant volumes and is an
important contributor of recurring revenue for the group (approximately
85%).
— events which are temporary in nature.
These events are distinguished by the diversity of their purpose (sporting,
cultural, institutional, political or corporate), scale (local, national or international) and the profile of organizers (corporations, associations, local
governments, etc.).
— congresses and conventions.
This segment represents an expanding market providing significant synergies with the group positioning. Previously reserved for a limited number
of sectors, today they have opened up to include all professions. In France,
more than 3,000 congresses and conventions are organized every year.
France is the second most important destination for international congresses
(with a 7% market share) behind the United States (source UIA).
THE KEY EVENT INDUSTRY PLAYERS:
— organizers and communication agencies that in most cases participate in the initial study, consultancy, creation, development of the product
specifications and frequently assure the technical management and overall coordination of event projects,
— venues: exhibition and convention centres, concert halls, auditoriums,
stadiums, etc. for which the management is outsourced to specialists, frequently within the framework of public service management agreements,
— services, which represent the event industry's historical core business,
provide operational expertise across the event service spectrum from the
creation of an equipped area to the installation of sound systems and floral
decoration, etc.
THE BUSINESS P. 23
SALES GROWTH: 2001-2005
NET PROFIT OF FULLY CONSOLIDATED COMPANIES
Net profit before
goodwill (€ millions)
Turnover (€ millions)
1,44
Adjusted EPS(€)
1,00
1,03
1,13
0,92
AVERAGE
ANNUAL GROWTH
OF 17% OVER THE
LAST FOUR YEARS
235
302
340
355
434
2001
2002
2003
2004
2005
22% GROWTH
IN 2005
INTERNATIONAL SALES
AVERAGE ANNUAL
GROWTH OF 21%
OVER THE LAST
FOUR YEARS
0,77
9,8
13,2
14,9
16,7
15,9
21,1
2001
2002
2003
2004
2004
2005
French
GAAP
French
GAAP
French
GAAP
French
GAAP
IFRS
IFRS
36 %
38 %
40 %
GEARING
33 %
30 %
Gearing (%)
25 %
23 %
20 %
55
76
69
106
145
2001
2002
2003
2004
2005
International turnover(€ millions)
57 %
59 %
39%
2001
2002
2003
2004
2004
2005
French
GAAP
French
GAAP
French
GAAP
French
GAAP
IFRS
IFRS
International turnover/total turnover
SUPPORTING AND ACCOMPANYING CUSTOMERS
THROUGH AN OFFERING OF INTERNATIONAL
SERVICES, VENUES AND EVENT ORGANIZATION
SOLUTIONS
STRONG GROWTH REINFORCED BY AN
INCREASE OF THE REGISTERED CAPITAL
IN NOVEMBER 2005
32% GROWTH
IN 2005
P. 24
ACTIVITY AND MARKET
MEETING THE EVENT INDUSTRY NEEDS OF A DIVERSIFIED
RANGE OF CUSTOMERS
Public companies or corporations, convention or trade show organizers,
communication agencies, administrations or associations, etc.
Depending on the nature of their event project they may have recourse:
— to one or more event industry providers while assuring the coordination
themselves,
— or a single provider to coordinate the entire project.
Through its unique offering and range of services, GL events proposes
comprehensive solutions for an entire event or specific solutions involving
just one area of its many areas of expertise:
— marketing studies, consulting services, design and coordination,
— services (general installations, image, structures, bleachers, lighting,
sound systems, stands, equipment, database management, hospitality
services, etc),
— management of venues (convention and exhibitions centres, concert
halls, etc.),
— design and implementation of temporary and permanent installations
— creation, leasing, sale and installation of equipment.
THE BUSINESS P. 25
OBJECTIVES AND OUTLOOK
— GL events’ objective is to strengthen its network of venues and in so
doing leverage its unique position in this market by responding to calls
for tender and integrating new venue operating companies.
The new Hall of the Lyon Convention Centre will be inaugurated in
June 2006. The addition of this new facility will establish Lyon as a leading
European city for business tourism and enable it to host notably the
convention of French mutual organizations (Congrès de la Mutualité),
previously hosted in Toulouse in 2003.
— In event management, GL events' goal in France is to become the
country's leading provider outside of the Paris area. This goal will be
achieved by strengthening partnerships in the market of agencies
specialized in events and by creating and duplicating proprietary events.
In 2007, GL events will organize the convention of French solicitors
(Congrès des Notaires) that it will host for the first time in a venue
management of the group, the Lyon Convention Centre.
— A new customer-focused organization will be implemented to
optimise the marketing of the group's integrated offering and the
management of projects covering the entire spectrum of event industry
services and establishing the group as a major partner and provider of
consultancy services in the world of events.
In early 2006, the group will deliver a major project for fixtures and
installations for the Art Museum of Quai Branly.
It will also be a major supplier of equipment for sports events including
notably the:
— World Football Cup: temporary installations in Berlin, etc.
— Six Nations Rugby Tournament, GL events will equip the entire VIP
village involving the installation of a two-story structure
— Commonwealth Games in Melbourne; the installation of bleachers.
For trade fairs, GL events will support the development of the Maison
& Objets and Prêt-à-Porter fairs that are both increasing in size.
In 2008 the group has a sales target of €700 million
with 50% from international operations and 50% from
venue and event management.
P. 26
THE BUSINESS P. 27
VENUE AND EVENT
MANAGEMENT
700 employees (526 for venue management and 174 for event
management). Sales of €149.1 million which represents 34%
of total sales in 2005, and an increase of 81%.
P. 28
VENUE AND EVENT MANAGEMENT
Venue and event management sales were boosted by increased activity at
convention and exhibition centres under management, and notably the Barcelona International Convention Centre (CCIB), the Lyon Convention Centre
and the Grande Halle d'Auvergne. The recently added venues of Vannes,
Budapest and Padua also fuelled this expansion.
Event organisation also achieved gains in the financial period through the
development of Europa Organisation, Market Place and the successful integration of Performance Organisation in September 2005.
After the renewal of the management concession for Château de SaintPriest, the cities of Saint-Etienne and Clermont-Ferrand reconfirmed their
confidence in the GL events group, entrusting it with the management of
their Convention Centres through concession agreements for an additional
10 and 12 years respectively.
THE MARKET
Over the last 30 years the sector of events has experienced major changes
both in respect to the functionality of venues and the market for the organization of events.
While historically events have been hosted at dedicated sites, with conventions in Convention Centres, trade shows in Exhibition Centres, sports
events in stadiums, etc., in response to the transformation of the event
industry landscape, venues have become multifunctional and are capable
to date of hosting a wide range of events.
— VENUE MANAGEMENT
GL events focuses on five major types of event venues: exhibition parks,
convention centres, stadium and multipurpose indoor sports halls, auditoriums and special venues for hosting public events.
Management services may be provided both through the acquisition of
proprietary venues or public service management agreements (contrat de
délégation de service public) on behalf of local governments that own
the venues and seek to generate social, economic and cultural benefits as
well as economic returns and job creation from their infrastructure investments.
The application of the regulations in France promoting competitive tendering
rules for public procurement contracts (the Sapin law) combined with the
trend in Europe of privatising public companies has provided a favourable
environment for the group's growth in this strategic market.
THE BUSINESS P. 29
Venue management provides GL events with longterm sales visibility and secure streams of future revenue through such management agreements that are
generally concluded for periods ranging from between
six and twenty years, sometimes even 30 years (PadovaFiere). In this way, for organizers, GL events is able
to serve as a single provider proposing both venues
and services.
— EVENT ORGANIZATION
Event organization includes the initial study, consulting,
creation, development of the project specifications,
technical management and overall coordination… It
covers all phases necessary for holding a congress,
business convention or corporate and public trade
shows and events.
Through its subsidiaries Europa Organisation, Package,
Esprit Public and its specialized event communications
agency, Market Place, GL events is able to propose
solutions for the design and organization of events and
conventions in France and in other countries. The
market of event communications and "below-the-line"
communications has experienced relatively sustained
growth as event communications is currently an
integral part of the tools used by corporations both for
internal and external initiatives.
The market for congresses has experienced regular
expansion. The development of European and worldwide congresses in recent years provides additional
prospects for sustained long-term growth.
The market of regional trade fairs is in contrast relatively
mature. However, the number of major trade shows
for the general public in regions outside the Paris area
has continued to increase.
GL events has strengthened
its offering of venues with the
addition of new destinations:
Padua, Budapest and Vannes.
P. 30
A network of destinations
in France and other countries
including 14 venues and
a total of 505,000 m2.
01
03
02
01 Toulouse Expo 02 Hungexpo - Budapest 03 Grande Halle and Zénith d’Auvergne 04 International Convention Centre (CCIB) -Barcelona
05 Lyon Convention Centre - 06 Château de Saint-Priest 07 Air France - Christian Lacroix Event
THE BUSINESS P. 31
06
04
07
05
P. 32
GL EVENTS EXPERTISE AND KNOW-HOW
— COMMERCIALISATION OF VENUES UNDER
MANAGEMENT
Since 1997, the group has developed expertise in the
management, maintenance and promotion of venues,
generally through public service management
agreements. The development of the network will in
addition contribute to their commercialisation within
a medium-term horizon.
— EVENT ORGANIZATION
GL events takes charge of the concept of the event and the
communication around the event as well as the coordination of logitics aspects including organizing transport and
accomodation for participants. The production of professional events (region trade fairs, conventions) gives it longterm visibility on event development, which participates in
it’s growth.
— COMMUNICATIONS CONSULTING
For enterprises, local government and institutions, this solution provides
assistance in defining and implementing communication strategies.
INTERNAL ORGANIZATION
Venue and event management includes the management companies for
the convention and exhibition centres operated by the group as well as
specialists in the organization of conventions, regional trade shows and events.
Organized as a network, venue and event management is led by Jean-Eudes
RABUT. A transversal organization by business and function assures that all
venues are supported by the full range of expertise of the division, contributing to a team spirit, improved operating performances by the different venues
and the optimisation of costs. This network also contributes to the achievement
of commercial and management synergies among the different sites.
Site
Paris – Parc Floral Park
Toulouse – Parc des Expositions
Cournon d’Auvergne – Grande Halle d’Auvergne
Vannes – Parc des expositions “Chorus”
Barcelona (Spain)
CCIB
Budapest (Hungary) – Hungexpo
Padua (Italy) – PadovaFiere
Type of sites
Exhibition Centre
Exhibition Centre
Exhibition Centre
Exhibition Centre
Exhibition Centre and
International Convention Centre
Exhibition Centre
Exhibition Centre
Year of contract
2003
2002
2003
Renewed 2005
Surface
22,000 m2
90,000 m2
19,000 m2
5,500 m2
2001
2005
2005
80,000 m2
75,000 m2
150,000 m2
Lyon – Convention Center
Clermont-Ferrand
Exhibition Center – Polydome Convention Center
Saint-Étienne – Centre de Congrès
Toulouse – Centre de Congrès Pierre Baudis
Convention Centre
2001
15,000 m2
Exhibition an Convention Center
Convention Centre
Convention Centre
Renewed 2006
Renewed 2006
2002
14,000 m2
8,000 m2
16,000 m2
Zénith concert hall
Public reception venue
and exhibition centre
2003
Renewed 2004
1300 to 8,500 pl.
700 m2
2004
8 300 m2
2003 partnership venue
1,800 m2
Cournon d’Auvergne – Grande Halle d’Auvergne
Lyon – Château de Saint-Priest
London (United Kingdom) – Battersea Park
Le Castellet – Circuit Paul Ricard HTTT
GL events designs, organizes and hosts congresses, trade
shows and events in France and abroad.
“La nuit blanche des Bocuse d’Or - Conception and organization SEPELCOM”
THE BUSINESS P. 33
P. 34
THE BUSINESS P. 35
On the 31 December 2005, GL events had a portfolio of
14 premium venues under management representing
a total area of 505,000 m2 to host every type of event in
addition to a partnership venue.
The members of the team managing the group's portfolio of venues include: Colette HALARD (Paris Floral
Park), Maissa NAKACHE (Toulouse Exhibition Centre),
François LAFONT (Toulouse Convention Centre), Jesus
ALVAREZ GALLEGO (CCIB), Antoine PERRAGIN (Lyon
Convention Centre), Patricio COGORDAN (Polydome),
Patrice VASSAL (Grande Halle d’Auvergne), Valérie
FÉTAUD (Château de Saint Priest), Laurence BUSSIÈRE (Saint-Étienne Convention Centre), Miklos GYORGY
(Hungexpo), Andrea OLIVI (PadovaFiere, the Padua
exhibition park), and Michel ORLIAC (Chorus).
For event management, the principal subsidiaries are
managed by Marc DONCIEUX (Europa Organisation),
Jacques DANGER and Xavier Dullin (Package), Henri
de ROHAN CHABOT (Esprit Public), Joseph CAUNAN,
Emmanuel DAVID (Market Place) and Jacques RICHARD
(Performance Organisation).
COMPETITIVE ENVIRONMENT
Given the size and skills required for this activity, the
venue management market is highly fragmented in
France: outside the Paris region there are few players
in this sector.
In France, in addition to local governments, public or
semi-public establishments, major players include
Unibail and the Paris Chamber of Commerce. In other
countries key players in this business include RAI (Holland), SMG (USA), NEC and Excel (United Kingdom)
and Fiera Milano (Italy).
For event and convention management, key players
include communications agencies, trade show organizers and a limited number of specialized companies
such as Colloquium, Kenes International, Reed Exhibitions, Exposium, Congrex, MCI, etc.
P. 36
THE BUSINESS P. 37
SERVICES
1,838 professionals, net sales of €285.1 million in 2005 or
65.7% of total revenue and of 4.4% over the prior year.
P. 38
SERVICES
In light of the absence of major sports events in the year (versus revenue
of €15 million from the Athens OG in 2004), Services performed well in 2005.
This division, through the consolidated activity of Venue and Event Management, contributed significantly overall to the group's strong growth, both
directly with 2,700 event customers or indirectly through the activity consolidated by the venue and event management.
GL events is a major partner of national and regional events and a significant
contributor to important international events every year.
In 2005, the group participated in a number of prestigious events among
which may be noted the launching of the Airbus A380 in Toulouse, the Tests
Events for the Turin Winter Olympics, the Cannes Film Festival and the very
important World Summit on the Information Society in Tunis organized by
the UN. GL events has demonstrated its ability to assist its clients, providing
effective consultancy services and global and transversal management of
a project. The majority of fields of expertise of this division contributed to
these events: temporary structures, fittings and installations, electricity,
furniture and lighting, sound systems and interpretation services.
GL events assisted its customers in successfully organizing events in international destinations such as the Moscow World Fine Art Fair and
Chocolate Trade Fair, the Première Vision trade show in Shanghai and New
York, Lingerie Americas, Luxepack and Prêt-à-Porter in New York.
Finally, the divisions and regional network has been further strengthened
with the opening of an office in Rouen.
THE MARKET
—SERVICES FOR TRADE SHOWS, CONVENTIONS, EVENTS
Services for trade shows, exhibitions and events constitute GL events' core
business. In 2005, contributions from conventions and events to the sales
of this division were comparable to trade shows and exhibitions.
— Trade shows
This business provides recurring revenue through multi-year contracts
(three to six years) with major organizers such as Première Vision, Reed
Expositions, as well as many contracts subject to tacit renewals that the
group has honoured for several years.
The rate of recurrent business in this market is approximately 85%.
The exposure of the trade show and exhibition market to economic trends
is limited as exhibitors maintain global budgets for below-the-line advertising for events. In addition, the risk is further limited by the fact no one sector
GL events contributed to more than 2700 national and
international events in 2005.
THE BUSINESS P. 39
of activity is overrepresented in the sales mix from services provided to the different trade shows.
— Conventions and events
This segment is characterized by the importance and
increasing number of sports, economic, scientific,
political or business events (conventions, product
launches, hospitality villages, etc.).
GL events is a major partner of national and international events that frequently call upon the full range of
the group's technical expertise and in particular, temporary fittings and the installation of removable structures and grandstands.
— OTHER SERVICES
Group companies included under this activity are specialized in designing, installing and manufacturing a
range of durable products and services in contrast to
temporary services for trade shows, exhibitions and
events.
Expertise in the design and manufacture of aluminium
extrusions and structures destined for storage offer
other group businesses opportunities to adapt standard
equipment to customer specifications.
Markets covered by permanent and semi-permanent
realisations include points of sale, show rooms, reception
halls, museums, cultural venues, cruise ships.
Cannes film festival- May 2005
The quality of services offered enables the group work
as an assembler for specific events requiring the creation
of temporary installations of a quality comparable to
that offered by permanent realisations (Summit of
Heads of State, etc.).
P. 40
SERVICES
THE BUSINESS P. 41
GL EVENTS EXPERTISE
Through a dual strategy combining vertical and horizontal integration, GL events proposes a unique range
of expertise. And as a partner and adviser to organizers
of events, the group occupies a distinctive place in
what is a fragmented market that remains fragmented.
GL events' know-how covers every phase in assuring
the successful organization of an event supported by
significant expertise in design, studies, logistics and
deadline management. These strengths are reinforced
by a significant inventory of rental equipment available
both in France and international destinations, offering
a significant competitive advantage. These strengths
are further supplemented by the solid track record of
expertise provided by the event logistics teams and
engineering departments.
— Signage: To inform, guide and invite guests and visitors throughout their
itinerary, signage enhances the image of events through their aesthetic
qualities and ability to transform sites.
— Stands: The design and installation of modular stands to be rented by
organizers to exhibitors or traditional and prestige stands manufactured
using all types of materials designed to customer specifications.
— Temporary structures: The group proposes tents and structures for lease
and installation. Destined both for events and to expand the capacity of
conventions and trade shows, the offer includes design and engineering
services and is supported by a large inventory of equipment to meet the
needs of the largest international events.
— SERVICES FOR TRADE SHOWS, CONVENTIONS
AND EVENTS
— Event information management services: managing
the process of registering participants, optimise the
handling of their arrival and managing access control
and providing tools to analyse the profile of visitors
and maintain subsequent contacts.
— Hospitality services: to assist, guide and inform
visitors or participants, GL events provides bilingual
or trilingual hostesses pour regardless of the event.
— General installations: GL events’ mission is to optimise available space by integrating functional (space,
media requirements), technical (management of traffic,
security, etc.) and aesthetic dimensions (image, communications).
— Space design: creativity, functionality, originality,
prestige and aesthetics are all critical factors for the
successful creation and optimal design of hospitality
areas, rest areas, general services, business areas,
general meetings, media centres, forums, restaurants,
VIP areas, etc
Through its broad range of expertise covering the full
range of event industry needs, GL events is an ideal
partner for all organizers.
P. 42
SERVICES
— Furniture: This activity inclued the rental of furnitures,
display cabinets and accessories. The group accounts
for other 300,000 products in stock representing more
than 1,000 references.
— Grandstands and bleachers: Grandstands and
bleachers are provided to welcome visitors and spectators. They may be set up in temporary or permanent
structures as well as open-air venues. They are systematically verified by an independent firm to ensure their
conformity, before delivery.
— Audiovisual and information technology equipment:
This activity covers the design of visual media, installation and creation of television film sets, installing and
configuring computer equipment, the rental of videoprojection equipment, image walls, plasma displays,
etc.
— Sound and interpretation services: The provision and installation of rented
sound system equipment as well as simultaneous translation systems.
These services are provided for concerts, musical comedies, operas and
theatre performances, trade shows, conventions or seminars. Simultaneous
translation is critical to the success of international conventions. The offer
in this area is supported by an extensive range of equipment using the most
up-to-date digital and analogue technologies.
— Lighting: Power systems and traditional or decorative lighting including
the design, modelling and installation. Decorative lighting is also increasingly deployed for lighting every type of events.
— Heating and air conditioning: For permanent buildings or temporary
structures, an extensive range of equipment is made available for broad
array of uses.
— OTHER SERVICES
— Temporary Structures: Number one in France and the United Kingdom
in temporary structures for industrial applications (for sale or long-term
lease), the group has developed a range of aluminium-based products covered
by a snow and wind resistant PVC membrane (Standard NV 65) identical to
traditional buildings. Because of their design, these buildings do not require
a foundation and can be rapidly installed on prepared ground and, through
their modular nature, respond to the diverse requirements of industry and
mass retailers in respect to storage, workshop extensions or sales areas.
— Aluminium extrusion: As a designer and process development engineer
for aluminium sections and accessories, GL events is a partner of fitters,
manufacturers of furniture and stands and wood workers. The product line is
supplemented by a line of decorative sheets either drawn or pierced perfectly adapted to all interior and outside structures. The group offers the
largest range of sections and accessories on the market, all fully compatible
with each other. This permits an infinite number of variations without
compromising creativity.
— Interior fittings: For company headquarters, showrooms, department
stores, museums, reception halls, etc. the group proposes optimal solutions
in terms of quality, whether for long-term or temporary use.
— Floral decoration and landscaping: These services contribute to creating
the general atmosphere of the event and creating a quality environment
within event venues and public sites (local administrations etc.).
Cannes Film Festival - May 2005
THE BUSINESS P. 43
P. 44
SERVICES
INTERNAL ORGANIZATION
— AN ORGANIZATION DRIVEN BY INDEPENDENT
SALES TEAMS
Up until now, all subsidiaries were organized as independently managed profit centres. As such they were
responsible for their own development and supported
by dedicated sales teams. This operating model has
been replaced by a customer-focused organization
accompanied by increased transversal coordination.
This new organization, while continuing to respect the
culture and identity of each of specialization will contribute to the marketing of a global offering based on GL
events' full range of services and solutions.
— A PROJECT-BASED MANAGEMENT APPROACH
The group's project-based management approach is
a key success factor. This approach involves the coordination of the successive phases of the project, identifying the specific areas of expertise to be deployed
and overseeing the work of the different specialties at
the project site. The engineering and design process
is supported by an engineering department using
constantly updated CAPM, CAD capabilities. The interdisciplinary in-house engineering teams deploy their
expertise in the different businesses to provide customers with global solutions.
For structures and aluminium extrusions, the engineering departments provide research and development
for existing product lines and the launch of new products. In these profit centres specialized principally in
short-term rental and equipment installation, companies
maintain significant inventories of equipment and are
supported in consequence by important logistical platforms. Operational teams manage forecasted supply
chain needs and prepare for delivery all necessary
equipment. They also assure the shipment to sites in
France and in other countries.
Internal or outsourced assembly teams overseen by group personnel assure
the installation of equipment on location. These operations frequently call
upon several fields of expertise requiring the participation of different subsidiaries for a single event and involving rigorous planning requirements
and strict adherence to deadlines so that all phases of the operation progress
on schedule until full delivery to the customer
Damien BERTRAND, Group Managing Director coordinates the division executive committee for companies providing global services for trade shows,
conventions and events. Members of this committee include: Christian
CHAUMONT (GL Data Systems), Olivier DESCAZEAUX (GL Mobilier, GL Data
Systems), Paul MARCADE (GL Espace & Décor Régions), Xavier MOULLIN
(GL Lumière et Son, GL Image, La Boîte à Sons), Michel RANNO (Ranno SA),
Xavier BECKER (Hall Expo), Luc LECLERC (GL Espace & Décor Paris) Delphine
DEMICHEL (Profil), Stéphane HUE (Business Development) and Audrey
CHAUMONTET (Marketing).
For services for permanent and semi-permanent realisations, subsidiary
managers are Patrick BAZANAN (Décorama), François BRUNET-LECOMTE
(Polygone vert), Vincent DELANNOY (SF Protection), Patrice SCHMITT
(BS Vision) and Olivier HOHN (ISF, SODEM System).
THE BUSINESS P. 45
For international operations, the group is represented
by Ariane DEGUELLE (Belgium), Phil SCOTT (United
Arab Emirates), Ricky WONG and Matthew YEUNG
(China), Paul JORGE (Portugal), Bill PRESTON, Alex
ROBERTSON and Marc TAYLOR (United Kingdom),
François-Régis PICOLET (United States and Canada),
Avelina de MIGUEL (Spain), Anne GUILLET (Switzerland).
— REGIONAL NETWORK
In France, the group operates through a network different sites, most of which
are leased:
Lyon
registered office and principal commercial companies,
89 000 m2
Polygone Vert : 25 000 m2
Paris region
Châtillon : 21 000 m2
(near Porte de Versailles)
Chilly-Mazarin : 32 000 m2
Mitry-Mory : 37 000 m2 (near de Villepinte)
Ivry : Décorama (4 600 m2)
Other
French regions
Saint-Nazaire : BS Vision ( 9 000 m2)
Nantes : ISF ( 27 000 m2)
Amiens : SF Protection (40 000 m2)
Dreux : SODEM System ( 12 000 m2)
Lille, Marseille, Nancy, Nantes, Nice, Poitiers,
Rennes, Rouen, Strasbourg, Toulouse, Bruxelles
P. 46
SERVICES
03
GL events is a major partner
of regional and national events
that accounted for one third
of sales in 2005.
01
02
01 Les Nuits de Fourvière - Lyon 02 World Summit on the Information Society - Tunis 03 Salon Maison & Objets - Espace Vachon - Paris 04 Sirha,
the International Hotel Catering & Food Trade Exhibition - Lyon 05 Première Vision, the World's Premier Fabric Show™ - Paris
THE BUSINESS P. 47
03
04
02
05
P. 48
SERVICES
THE BUSINESS P. 49
In addition, Owen Brown owns property and buildings at
Castle Donnington and Peterborough (respectively
29,000 m2 and 5,700 m2). Temp-A-Store is located in Derby
on a leased site of 11,250m2.
The Saint Nazaire sites are in part fully owned and in part
held through a building lease. The Nantes, Dreux and Ivry
sites are leased. The Amiens site is held partially through
a lease with a purchase option and partially through a
capital lease.
COMPETITIVE ENVIRONMENT
— SERVICES FOR TRADE SHOWS, CONVENTIONS
AND EVENTS
In France, despite the existence of a structured and professional offering (particularly for the general installation
of exhibitions and equipment rental) competition in the different areas of expertise remains fragmented.
In the field of services for trade shows, exhibitions and
events, the principal competitors in France include: Créatifs, Jaulin, La Compagnie, Brelet, France Location, Utram,
Novelty…
The main competitors in other markets include Evenser
(United Kingdom), Roeder, Uniplan, Losberger (Germany), De Boer (Netherlands and United Kingdom), Nussli
(Switzerland), Freeman, GES (USA), Pico (Asia)…
— OTHER SERVICES
For fittings, systems and services for enterprises key competitors in France include: Locabri, Legoupil, Sofadi.
Competitors in other countries are IVM, Bolici (Italy), Hypocampos (Greece), Rubb (GB), Octanorm (Germany), Syma
(Switzerland) et Foga (Sweden).
PARTNERSHIPS WITH SUPPLIERS AND SUBCONTRACTORS
The group has in-house all expertise necessary to service its customers. However,
in response to seasonal fluctuations in activity, the demands of group expansion,
geographical distance of certain events and increasingly customized solutions,
GL events has developed partnerships with a number of suppliers and subcontractors.
Strategic partners for structures and aluminium sections include manufacturers
of extruded aluminium sections and tarpaulin treated with flame resistant PVC.
The dies used for the extrusion of sections are owned by the group and entrusted
to specialists to meet sourcing requirements within the framework of contracts
covering varying periods.
Transport is largely outsourced. Requiring rapid delivery delays and significant
human resources, assembly and installation on-site, services for permanent and
semi-permanent creations are also subcontracted.
To ensure the quality of services provided by partners, the group has developed
specific subcontracting agreements.
Lyon Festival of Lights - Realization: Public Lighting Department of the city of Lyon
P. 50
THE BUSINESS P. 51
1978 – 1984
GROUP MILESTONES
— Creation by Olivier Ginon and three partners (Gilles Gouédard-Comte,
Jacques Danger and Olivier Roux) of Sarl Polygone Services.
— The progressive addition of important national contracts notably for
exhibition centre and trade groups (Infora, Europack, Première Vision).
1989
— Alliance between Polygone group (No. 1 in France for the installation of
exhibitions and events) and Cré-Rossi (the rental of trade show furniture,
accessories and surfaces).
— Adoption of the name of Générale Location.
1990 – 1997
— Over the eight years of sustained growth, GL built a network of specialists and strengthened its strategy of providing global solutions through
acquisitions and creations in the following fields: general installations
for exhibitions, equipment leasing, premium stands, signage, fixtures for
mass retailers and museums, hospitality services. In addition, the group
established a presence in Dubai.
— Development of the "event" business: European Summit of Cannes in
June 1995 and Summit of Heads of State of French speaking nations in
Benin.
— At 31 December 1997, the group had net sales of €113 million.
1998
— The group enters the sector of large international events: World Football
Championship, World Fair of Lisbon, Summit of French Speaking Nations,
Heads of State Summit, Roland Garros French Open, Cannes Film
Festival.
— On 25 November 1998, the company was listed on the Second Marché of
the Paris stock exchange.
— At 31 December 1998, the group had net sales of €130 million and a net
income of €3.4 million.
1999
— Significant investments in database access control and management.
— Creation of a furniture subsidiary in Hong Kong.
— First venue management acquisition through a 51% stake in SECIL in
connection with the renewal of the agreement with the City of Lyon to manage
the Lyon Convention Centre.
— Acquisition on the market of 23.52% of shares in Paris Expo, traded on
the Second Marché of the Paris stock exchange and manager of the exhibition center located at Porte de Versailles in Paris.
— Following a takeover bid launched by Unibail followed by a counter bid by
GL, contribution in early 2000, of shares acquired at a price of €117 per
share generating a capital gain of €14.3 million net of tax reducing
gearing from 93% at 31 December 1999 to 22% in February 2000.
P. 52
GROUP MILESTONES
2000
— An exceptional year of external growth. International expansion in Hong
Kong in the audiovisual field and Belgium for general installations and
global services. In France, the group developed new expertise in temporary
storage solutions and modular equipment for exhibitions. In addition,
the group established operations in Poitiers for fittings and general
installations.
— It was also a year of important business successes and the completion
of major projects: Sydney Olympic Games, Summit for the European
Heads of State coinciding with the French Presidency of the European
Union, and a significant number of YK2 events.
— This period had sales of €214 million and net attributable earnings of
€22.3 million (€8.5 million excluding the capital gain from Paris Expo).
2001
— Two acquisitions were completed: in the United Kingdom, a specialist in
the rental and installation of temporary structures, principally for events
and in France, a convention engineering and organization specialist.
— Despite a deteriorating economic and geopolitical environment, sales
grew 10% to €235 million resulting in net income of €9.2 million
2002
Significant expansion accompanied by the strengthening of all business
lines:
— Venue and event management: acquisition of Toulouse Expo (holder of
the concession of the Toulouse Exhibition Centre), winning the concession for the Toulouse Pierre Baudis Convention Centre, acquisition of a
specialist in institutional and events communications, completing its
upstream capabilities.
— Fittings and Systems: acquisition of a specialist in upscale fittings for
office properties and cruise ships.
— Services: opening of offices in Grenoble and Toulouse
THE BUSINESS P. 53
2003
— Venue and event management registered very
strong growth, boosted by the contribution from
Europa Organisation that joined the events organization sector. The Paris Floral Park and the Grande
Halle d’Auvergne (Exhibition Centre and the Zenith
concert hall) were added to the group's portfolio of
premium venues.
— In July, to raise funds to support its growth in the
event market, the group carried out a capital
increase of €13.4 million. This equity issue was
oversubscribed and raised to €15.4 million.
— On 3 November, following the approval on 20
October of the Extraordinary Shareholders'
Meeting, Générale Location became GL events.
2004
— The year was marked by further expansion of the
venue management business with the acquisition
in Paris of an event organization and communication
specialist, Market Place, contributing to synergies
and enabling GL events to pursue its strategy of
positioning the group further upstream the event
industry chain. In August, GL events reinforced its
leadership in Europe in the leasing and sale of temporary structures with a new acquisition in the United
Kingdom, Temp-A-Store, further strengthening its
position in this latter market.
— On 1 December 2004, the group launched a share
buyback program concerning a maximum of 10% of
its share capital.
2005
The group adopts a new organization focused on two strategic
businesses:
— Venue and event management
— Services
And strengthened its geographical coverage by:
— acquiring a majority interest in the Padua Exhibition Centre
(150,000 m2; more than 600 trade shows, conventions and events),
— acquiring Chorus, the operating company of the Vannes
Exhibition Centre (5 500 m2),
— winning the privatisation bid for Hungexpo, owner of the Budapest
Exhibition Centre.
The group also pursued its international expansion, opening of a
new office in Shanghai.
In September 2005, the group added Performance Organisation, a
specialist in the design and organization of major trade shows in
France outside the Paris area.
In November 2005, the group proceeded with a rights issue that met
considerable success and raised €35.7 million.
P. 54
STOCK
PERFORMANCE AND
SHAREHOLDER
INFORMATION
(€ thousands)
GL EVENTS STOCK PRICE AND TRADING VOLUME
€ 38
€ 15 000
€ 36
€ 34
€ 12 000
€ 32
€ 30
€ 9 000
€ 28
€ 26
€ 6 000
€ 24
€ 22
€ 3 000
€ 20
€0
OC
TO
BE
NO
R
04
VE
M
BE
R
DE
0
4
CE
M
BE
R
JA
04
NU
AR
Y
FE
05
BR
UA
RY
0
5
M
AR
CH
05
AP
RI
L
05
M
AI
05
JU
NE
05
JU
LY
05
AU
GU
SE
ST
PT
05
EM
BE
R
OC
05
TO
BE
R
NO
05
VE
M
BE
R
DE
05
CE
M
BE
R
0
JA
5
NU
AR
Y
FE
0
6
BR
UA
RY
0
M
AR 6
CH
06
€ 18
Monthly trading volume in thousands of euros
Eurolist B —> CAC SMALL 90
ISIN code —> FR OO00066672
Bloomberg code —> GLOFP
Reuters code —> GLTN.PA
FTSE Classification —> 581
Since its initial public offering, GL events has applied
a communications strategy based on promoting
strong investor relations. The company's website
www.gl-events.com, provides a section for shareholder information under the heading “financial information”, which includes:
— archives of past press releases
— a calendar of financial communications
— a shareholders guide
— annual reports (also able to be downloaded)
and other corporate publications
— group financial highlights
Upon request to the investor relations department,
shareholders can obtain documentation and request
copies of press releases that can be sent by mail, fax
or email in real-time.
Share price in euros
email: [email protected]
GL events is a member of the Nextprime segment established in January
2002 by Euronext that imposes obligations concerning financial transparency (obligation to publish financial information in addition to that required by law) and liquidity (continuous trading).
SHAREHOLDER STRUCTURE
5,0 %
Banque
de Vizille
37,4 %
Free float
57,6 %
Polygone SA
and
directors
CORPORATE INFORMATION P. 55
DIVIDENDS
Dividends distributed for the last five fiscal years and proposed including the dividend proposed at the next general meeting are as
follows
Fiscal year ending
31 December 2001
31 December 2002
31 December 2003
31 December 2004
31 December 2005 (proposal)
Net dividend per share (€)
Tax credit per share (€)
Gross dividend per share (€)
0.28
0.32
0.37
0.41
0.52
0.14
0.16
0.19
-
0.42
0.48
0.56
0.41
0.52
P. 56
STOCK PERFORMANCE AND SHAREHOLDER INFORMATION
THE MARKET FOR GL EVENTS SHARES
GL events shares are traded on Eurolist of Euronext Paris – Compartment B – CACSmall 90. Since it was listed on 25 November 1998,
share price trends have been as follows (figures adjusted for the five-for-one stock split of 15 June 2001:
Year
Closing price
in euros
(annual average)
Number of shares
traded
(thousands)
Trading volume
in thousands of euros
(annual total)
High
(euros)
Low
(euros)
1998
1999
2000
2001
2002
2003
2004
5.36
6.56
18.52
19.93
16.31
14.99
18.83
1,177
1,514
1,755
1,486
1,428
2,217
2,343
6,311
9,929
32,516
25,059
24,164
34,405
43,972
5.64
13.18
24.80
27.43
19.65
18.00
20.49
5.03
4.38
10.80
7.30
10.50
10.20
16.00
Closing price
in euros
(annual average)
Number of shares
traded
(thousands)
Trading volume
in thousands of euros
(annual total)
High
(euros)
Low
(euros)
17.58
18.19
19.20
19.51
274
283
154
143
4,685
5,124
2,958
2,813
19.19
19.14
19.90
20.04
16.10
16.65
18.10
18.61
21.09
22.11
22.43
22.66
23.39
24.46
23.53
25.25
25.95
25.20
26.10
28.58
24.25
344
335
288
192
271
220
372
157
269
178
379
320
3,325
7,233
7,458
6,526
4,357
6,358
5,355
8,847
3,999
6,941
4,464
10,058
9,103
80,689
21.97
23.50
23.50
23.46
24.80
25.70
25.25
26.49
26.24
26.48
28.49
29.44
29.44
19.37
21.00
21.90
22.05
22.25
22.20
21.30
24.25
24.65
23.25
23.50
27.72
19.37
30.03
30.87
32.54
454
233
398
13,663
7,156
13,279
31.28
32.18
36.72
27.48
29.50
28.90
Month
2004
September
October
November
December
2005
January
February
March
April
Mai
June
July
August
September
October
November
December
Total 2005
2006
January
February
March
Source: Euronext Paris web site (www.euronext.fr)
CAPITAL INCREASE
In November 2005 GL events launched a rights issue. GL events shareholders benefited from a preemptive rights exercise period to
subscribe for 56% of the preferential offering. After existing shareholders had exercised their preemptive rights, the issue was oversubscribed seven times. The offering of 1,529,216 shares at €23.40 per share enabled GL events to raise €35,784,000.
2006 FINANCIAL COMMUNICATIONS
21 March 2006
21 March 2006
22 March 2006
25 April 2006
19 Mai 2006
25 July 2006
12 September 2006
13 September 2006
24 October 2006
Financial press (1)
Lyon Centre de Congrès
(6:00 p.m.)
Paris - Location to be
subsequently announced
(10:00 a.m.)
Financial press (1)
Lyon Centre de Congrès
Financial press (1)
Financial press (1)
Paris Palais Brongniart
(10:00 a.m.)
Financial press (1)
Analysts, fund managers,
journalists
Fund managers,
journalists
Shareholders
Analysts, fund managers,
journalists
Press release /2005 earnings
Financial information meeting:
presentation of 2005 results
presentation of 2005 results
Press release / 2006 first-quarter sales
Annual shareholders' meeting
Press release / 2006 second-quarter sales
Press release / 2006 half-year results
presentation of 2005 half-year results
Press release / 2006 third-quarter sales
QUARTERLY REPORTING
ANNUAL REPORTS
GL events sales from event industry activities are
dependent on the scheduling of special events (political, cultural, economic) or trade shows and exhibitions
that are not necessarily organized on fixed dates every
year. While from one year to the next annual figures
accurately reflect the volume of group business, quarterly figures do no offer a meaningful and consistent
indication of trends, notably in terms of operating performances. In the interest of providing meaningful
financial information, GL events in consequence does
not publish interim financial statements for the first
and third quarters of each year as they do not contribute to accurately presenting business trends. Due to
scheduling issues and invoicing procedures, sales and,
in consequence profit margins, are sometimes
concentrated within a few months with there being no
guarantee of the same trends reoccurring the following year.
Copies of the annual report can be obtained on request. Electronic copies
may be downloaded from our website. Previous press releases and annual
reports (since the company's IPO) can also be consulted on the website.
AVAILABILITY OF DOCUMENTS IN FRENCH AND ENGLISH
English translations of financial disclosures are available at the website GL
(gl-events.com) under the section "financial information".
FINANCIAL ANALYSTS
CM-CIC Securities, IXIS Securities, Oddo Midcaps, Fideuram Wargny,
Gilbert Dupont, Portzamparc, SG Securities, Berenberg Bank, CA
Chevreux
INVESTOR RELATIONS
PRESS RELEASES
GL events press releases are available the day before
their publication in the financial press (after 6:00 p.m.)
on its website under the section "financial information".
They are also systematically sent by email, fax or mail
to all persons who have so requested (faxes are also
sent the evening before while mail is sent according to
regular postal delivery).
Erick ROSTAGNAT
Chief Financial Officer – Investor relations
GL events, Route d’Irigny – 69530 BRIGNAIS
Tel. : 04 72 31 54 20 – Fax : 04 72 31 54 95
Web site : www.gl-events.com (“financial information”)
e-mail : [email protected]
P. 58
CHAIRMAN’S
REPORT
on the activiy of the board of directors
and procedures of internal control
In compliance with the provisions of article L225-37 paragraph 6 of the
French commercial code amended by article 117 of the French Law No
2003-706 of 1 August 2003 on financial security, this report informs shareholders of the:
- the work of the Board of Directors,
- the internal control procedures adopted by the company.
PREPARATION AND ORGANIZATION OF THE WORK
OF THE BOARD OF DIRECTORS
GL events is managed by a Board of Directors comprised of eight members. Three of these directors are independent as defined by the Vienot and
Bouton reports on corporate governance because they do not exercise
management functions in the company or in the group to which it belongs
and have no significant relations with the company, its group or management that could affect their freedom of judgment.
The Chairman of the Board of Directors is vested with the broadest powers
to act under all circumstances in the name of the company, subject to the
authorities granted by law to shareholders' meetings as well as the powers
that it specifically accords to the Board of Directors within the scope of the
corporate charter.
On 5 December 2003, the Board adopted internal rules of procedure in
compliance with recommendations destined to improve the governance of
publicly traded companies. These internal rules may be consulted at the
web site of GL events (www.gl-events.com).
In 2005 the Board of Directors met seven times with an attendance rate of
93%.
In addition to those issues and decisions falling under the specific scope of
this body, the Board discussed the major events of 2005 including group
acquisitions, marketing, markets and strategy, financial policy, organisation and internal control.
INTERNAL CONTROL PROCEDURES ADOPTED
BY THE COMPANY
— THE INTERNAL CONTROL ENVIRONMENT OF
THE GROUP
Internal control is defined by GL events and its subsidiaries as a set of procedures adopted by Management
for the following purposes:
— Safeguarding corporate assets
— Effective deployment and optimisation of assets
— Prevention of risks of errors and fraud
— Assuring the reliability of financial information
— Compliance with laws, regulations and internal
procedures
Within the GL events group, the system of internal
control is based on:
— Procedural manuals, departmental memorandums
transmitted to concerned parties and integrated in
training seminars destined for different personnel
categories. They set forth the principles and controls
to which each department or business unit must adhere as well as the areas where the holding company
support services are necessary,
— Recruitment of qualified personnel adapted to the
missions accompanied by ongoing training covering
technical issues and the different group areas of
expertise and individual employee development,
— the quality approach is destined to define specific
operating processes to meet the needs expressed in
by our customers, optimising practices and limiting
the risks associated with different activities,
— Shared corporate values that are regularly emphasized at information meetings. GL events promotes the
decentralization of responsibilities and the delegation
of authority. To ensure the cohesion of teams and a
common corporate culture, the group relies on core
human values that provide the foundation of the organization. These include respect for customers, providing quality services based on ethical business practices, loyalty, team spirit, respect of deadlines and
professional standards.
Areas covered include notably rules to be followed concerning:
— Commercial and customer credit management
— Management of means of payments, bank relationships and cash flow
— Administration of payroll and human resources management
— Management of sourcing and investments
— Management and safeguarding of corporate assets
— Insurance and risk management policies
Principles of control in the area of financial reporting and consolidation.
At the present time, these manuals and instructions do not cover all requirements and notably documenting controls and the systematic evaluation
of processes.
Strengthening the internal control procedures is an ongoing group priority.
To this purpose it continues to document procedures and progressively
implement comprehensive internal control guidelines.
P. 60
CHAIRMAN’S REPORT
Audit reports are provided to the entities reviewed, their line management,
members of the Executive Committee concerned and the group Chairman.
Corrective measures are implemented by the appropriate line management
to remedy internal control weaknesses and make the necessary improvements. Action plans are developed and monitored by Management Control.
Lyon Festival of Lights - Design: Damien Fontaine and Régis
Vigneron - Realization: Public Letting Department of the
City of Lyon
Group general management attaches considerable importance to the
annual budget planning process that offers a means to translate strategic
orientations into operational action plans.
To this purpose, Group Management Control issues guidelines and instructions for teams involved in preparing the budget.
It coordinates planning and budget control procedures through a manual
defining management rules to be applied by all group entities, procedures
for producing budgets, forecasting and management reporting.
Management reporting is built around a management consolidation tool
for results and indicators to monitor physical and financial items such as
trade receivables, investments and cash flows.
PARTIES INVOLVED IN INTERNAL CONTROL,
OPERATING OF FUNCTIONAL PROCEDURES
— THE BOARD OF DIRECTORS, THE GROUP
EXECUTIVE COMMITTEE, THE AUDIT COMMITTEE,
RISK COMMITTEE, INVESTMENT COMMITTEE
The role of these committees is presented on page 13
and14 of the annual report.
— FINANCE AND MANAGEMENT CONTROL
With a team of management controllers covering
France and international operations, and auditors who
every year perform assignments in different countries,
the mission of Management Control is to assess compliance with group internal rules and procedures for
all group sites and processes, identify incidents of noncompliance with laws and regulations, ensure that
group assets are safeguarded, evaluate the effectiveness of operations and ensure that operating risks are
effectively anticipated and managed
In addition, the monitoring of business constitutes a key element of group
steering and control procedures. Reviews are organized at the level of operating entities by Management Control and for the more significant entities
with group management. Management Control prepares and distributes
operating reports and analyses of variances and important trends based on
information provided by the different entities in their monthly reports.
— LEGAL AND TAX AFFAIRS
The Legal and Tax Affairs department charged with safeguarding the legal
interests of the group and senior executives intervenes in three principal
areas that contribute to internal control:
Drawing up and updating model contracts and procedures for operations
of a recurrent nature and for the most important contracts;
— Proposing to General Management, in coordination with Human Resources,
procedures concerning the delegation of authority and the implementation
and monitoring of these rules;
— Selecting outside legal counsel, monitoring their services, performances
and their fees in coordination with management control.
— INFORMATION SYSTEMS STEERING COMMITTEE
Group General Management created an Information
Systems Steering Committee. It includes representatives of users including members of Finance, Human
Resources Management Information Systems. This
committee establishes and maintains an information
systems master plan that meets the needs of the
group organization and general development policy.
Within this framework, it decides notably on the nature of information systems projects, sets priorities for
the allocation of resources and the information systems security policy
— INTERNAL AUDIT
In 2004, GL events formed a team of internal auditors
with expertise in the group's different businesses.
They were selected from a group of subsidiary administrative and financial management. The internal
control procedures used are regularly adapted to optimise the effectiveness and pertinence of the audit
assignments. The different international activities are
subject to biannual audits.
In addition to their internal audit function, they participate in the implementation of new procedures and
propose improvements to existing systems and procedures they consider necessary.
These internal auditors perform their missions in
companies where they are not engaged in day-to-day
management, discuss their report with the managers
concerned and then present it to group executive
management.
In 2005, four companies representing two group business lines were audited. The audit program is now
pursued on an ongoing and rotating basis and covers
all important subsidiaries representing significant
potential risks and business volumes.
A seminar entirely devoted to these procedures was
organized for subsidiary management. This seminar
provided an opportunity for the different support services to update their procedures and present the new
intranet communications platform. Henceforth, this
common accessible tool will make it possible to finalize the formalization of procedures before implementing an evaluation system.
— STATUTORY AUDITORS
The Statutory Auditors contribute to group internal control by providing an
independent and objective perspective when they review semi-annual and
annual financial statements and internal control procedures.
P. 62
CHAIRMAN’S REPORT
combining the financial statements of subsidiaries and a complete quarterly consolidation.
Quarterly consolidation makes it possible to produce a consolidated income statement by nature whose principal aggregates are compared with
those produced by the management consolidation mentioned above.
Every consolidated subsidiary produces a consolidation package adhering
to group standards based on the accounting manual and group memorandums that define rules for accounting recognition and measurement.
This manual and the memorandums describe the underlying principles to
be applied when preparing financial statements such as the going concern
concept, time period concept, quality of financial information (comprehensibility, relevance, reliability and comparability).
PREPARATION OF ACCOUNTING
AND FINANCIAL INFORMATION
Internal control procedures concerning accounting and
financial information are destined to ensure the quality of financial information produced by consolidated
subsidiaries, the fair presentation of financial information reported by the group and prevent the risk of
errors, inaccuracies or omissions in group financial
statements.
We have previously described the role of group management control in overseeing monthly management
consolidated financial information.
Budget controls indicate variances with targets within
the framework of monthly consolidation based on
terms of reference adapted for the oversight of operations, in a rigorous manner and on a timely basis.
They identify eventual inconsistencies in relation to
budgeted financial information.
At the same time, the consolidation department carries out monthly consolidations of group results by
They also describe group principles concerning the recognition, measurement and presentation of the main accounting components of the financial
statements. These include notably rules for the measurement of provisions
for impairment of trade receivables, the depreciation or amortization of leased assets and inventories, other commitments and contingencies, rules
for the translation of the financial statements of foreign subsidiaries and
the principles for recording and reporting inter-company transactions.
The consolidation department issues instructions before each consolidation, indicating the timetable and changes in applicable standards, rules
and principles. In addition, an annual seminar of accounting management
reviews the difficulties experienced in the prior year and the solutions adopted. When the consolidation packages are received, the consolidation
department carries out different types of controls. These include the verification of subsidiary consolidation packages, reconciliation of changes in
restated shareholders' equity, changes in the consolidation scope and
consolidation accounting such as the elimination of intercompany transactions, the calculation of deferred tax, control of the tax calculations, the
proper integration of consolidation packages by verifying financial statement aggregates and procedures retained for measuring and recording
significant transactions of an exceptional nature.
For the communication of group financial statements, a Verification Committee is responsible for reviewing the published documents. Group Finance has formed a working group to deal with IFRS standards (International
Financial Reporting Standards). This working group conducted a complete review of the impact of the changeover to the new standards, the principles of first-time adoption and the options retained, a detailed breakdown
of the impact standard by standard and the presentation of IFRS financial
statements. Its conclusions were then presented to the executive committee and the statutory auditors.
STATUTORY AUDITORS' REPORT PREPARED IN ACCORDANCE WITH THE FINAL PARAGRAPH OF ARTICLE
L.225-235 OF THE FRENCH COMMERCIAL CODE, ON THE REPORT OF THE CHAIRMAN OF THE BOARD OF
DIRECTORS OF GL EVENTS, CONCERNING INTERNAL CONTROL PROCEDURES FOR THE PREPARATION AND
PROCESSING OF FINANCIAL AND ACCOUNTING INFORMATION
To the shareholders:
As the Statutory Auditors of GL events and in accordance
with the final paragraph of article L.823-9 of the French
commercial code, we hereby report you on the report
prepared by the Chairman of your company in accordance with article L.225-37 of said code for the year
ended 31 December 2005.
The Chairman is required to report to you on the work
of the Board of Directors and the Company’s internal
control procedures.
Our responsibility is to report to you our observations
on the information set out in the Chairman’s report on
the internal control procedures relating to the preparation and processing of accounting and financial
information.
We performed our procedures in accordance with the
professional guidelines applicable in France. These
procedures require that we perform procedures to
assess the fairness of the information set out in the
Chairman’s report concerning the internal control
procedures relating to the preparation and processing of accounting and
financial information. These procedures mainly consist of::
— obtaining an understanding of the objectives and general organization of
internal control, as well as the internal control procedures relating to the
preparation and processing of accounting and financial information, as set
out in the Chairman’s report,
— obtaining an understanding of the work performed to support the information given in the Chairman’s report.
Based on these procedures, we have nothing to report on the information
concerning the Company’s internal control procedures relating to the preparation and processing of accounting and financial information, contained
in the report of the Chairman of the Board of Directors, prepared in accordance with the final paragraph of Article L.225-37 of the French
Commercial Code.
Villeurbanne and Lyon,
31 March 2006
THE STATUTORY AUDITORS
Jean-Paul SIMOËNS, MAZARS (Jean-Marie BARBEREAU)
P. 64
INVESTMENT
POLICY
— COMPARISON FOR THE LAST TWO FINANCIAL PERIODS OF CAPITAL EXPENDITURES IN RELATION TO SALES
AND CASH FLOWS IS PROVIDED BELOW:
IFRS (thousands of euros)
(1)
2005
2004
Net investments (1)
20 985
25 376
Sails
Net investments/Sales
434 156
4,8%
355 474
7,1%
Cash flow
Net investments/cash flow (1)
44 283
47,4%
36 385
69,7%
Source : consolidated cash flow statement (total of the following items: acquisition of intangible and tangible fixed assets and rental assets,
disposals of tangible and intangible fixed assets)
In 2005, services accounted for 75% of capital expenditures (short-term rental assets devoted to specific
customers or the renewal of the inventory of long-term
rental assets), and Venue and Event Management
accounted for 25% (maintenance of fittings installations for venues under management).
These investments were either self-financed or financed through 5-6 year loans.
These loans are carried directly by the subsidiaries or
by GL events that verifies every year that the level of
equity of each subsidiary of the remains in line with
their development needs.
P. 66
REGULATION
These regulations define procedures for organizers of events for obtaining
an authorization from regional authorities (the Prefet). The Minister of
Commerce assisted by the Committee of Fairs and Trade Shows is responsible for issuing authorizations for requests concerning commercial events
based on their national and international economic interest.
Outside France, GL has recourse to independent firms to ensure its equipment complies with local standards and regulations.
In addition, as manufacturers of products, especially of aluminium sections
and structures, regulatory standards are integrated in the design phase by
the engineering department and the conformity of product lines verified by
independent outside firms.
To accompany the international expansion and development of these activities, certifications have been obtained or are pending for key European
countries.
In France, GL events deploys equipment and complex
installations subject to strict regulations for each type
of the group's activity. These regulations demand that
only officially authorized material be used and that
installations comply with existing standards.
Furthermore, when installations are completed and
delivered to organizers of events, exhibitions and trade
shows, they must comply with regulations governing
installations destined to receive the public. Such regulation requires that prior authorization by the safety
authorities of the city or region concerned be obtained.
This commission verifies that standards are respected
for the site and the temporary installations and equipment.
In France, fairs and trade shows are subject to the provisions of the ordinance of 11 September 1945, the
decree of 10 October 1969 as amended on 21 April
2000 and the decision of the Ministry of the Economy,
Finance and Industry of 10 January 2001.
As manager of facilities destined to receive the public
(within the framework of public service management
agreements), the group is responsible for ensuring
that organizers comply with regulations governing
establishments receiving the public and appoints independent outside experts to verify the conformity of
installations and fittings deployed in connection with
hosted events.
As the organizer of events, the group must itself comply with this regulation that requires prior authorization before opening from the appropriate regional or
local safety authorities. These authorities verify that
standards are respected for the site. This covers in
addition temporary installations and equipment.
P. 68
GL EVENTS’ ROLE AS THE GROUP HOLDING COMPANY
SUPPORT SERVICES
AND COMMERCIAL
ORGANIZATION
The company GL events is the group’s management and control holding
company. It defines the group's overall business and growth strategies.
GL events is responsible for implementing the group's strategy of external
growth, evaluating acquisition opportunities and ensuring the successful
integration of the new companies. It directly participates in the negotiation
of major contracts.
It also coordinates the centralized cash pool through an agreement covering all group companies. It also directly oversees the major accounts and
the international business unit.
In 2005, all support services as well as the group information technology
services or reorganized into two dedicated in-house companies for the purpose of harmonization, GL events SERVICES and GL events SI.
Under the management of GL events, they provide technical and management services to all group covering finance, cash management, accounting, legal affairs, management controls, purchasing, human resources,
communications, marketing and information systems.
Annual fees are paid by subsidiaries based on their percentage of sales. For
2005, fees for the services totalled ¤12,499,000.
GL events has developed a unique offering based on
its comprehensive range of expertise covering the entire event industry spectrum. In this way, the group is
able to propose customized solutions from the design
of the project to the choice of destination, the proposition of technical solutions and the supply of equipment
and materials.
And to ensure the indispensable level of local service,
the group has developed an organization capable of
providing responses to meet specific technical, commercial and logistical needs of its customers
For the last three years, the holding company personnel has evolved as follows:
2004
2005
GL events
Senior
executives
6
5
Management
26
3
Employees
11
Average number
of personnel
43
8
2005
GL events
SI
2005
GL events
services
10
33
6
17
16
50
This change reflects the transfer of 14 employees from other business units
plus the addition of 17 new employees.
The low percentage of holding company personnel (approximately 2.8% in
relation to the group total at 2005 year-end) reflects the decentralized
management strategy where each legal entity of the group benefits from
its own important resources, expertise and operating autonomy.
SIMPLIFIED ORGANIZATION CHART
In addition to corporate services and business units, GL events’ expertise
and businesses are deployed within different legal entities divided into two
major business lines.
GL events
Support services
Transversal commercial services: major accounts
and international business units
Services
GL Espace et Décor
GL Image
GL Lumière et son
GL Mobilier
GL Data Systems
BS Vision
Decorama
Hall Expo
ISF Exposition
La Boîte à Sons
Owen Brown
Polygone Vert
Profil
Ranno
SF Protection
Sodem System
TempAstor
Vachon
International branch network
Venue and event management
Paris – Floral Park
Lyon – Cité | Convention Center | Lyon
Lyon – Château de Saint Priest
Toulouse – Toulouse expo
Toulouse – Convention Center
Pierre Baudis
Clermont-Ferrand – Exhibition Center
and Convention Center Polydome
Saint-Étienne – Convention Center
Vannes – « Le Chorus »
Cournon d’Auvergne – Grande Halle
d’Auvergne – Exhibition Center
Cournon d’Auvergne
Grande Halle d’Auvergne - Zénith
Barcelona (Spain) – Centre de
Conventions International (CCIB)
Budapest (Hongary) - Hungexpo
Padua (Italy) - PadovaFiere
London (United Kingdom)
Battersea Park Events Arena
Le Castellet – Circuit Paul Ricard HTTT
Europa Organisation
Package Organisation
Esprit Public
Market Place
Performance Organisation
P. 70
COMMERCIAL ORGANIZATION
The sales organization (nearly 22% of group personnel) deploys resources
at several levels to promote global solutions while optimising the performance of the sales teams of each company.
— THE SALESFORCE
Every company has a specific sales team capable of covering all issues relating to its specialisation. Project managers of these teams intervene early
on in the process, defining the needs of customers and prospects and, in
collaboration with internal staff (engineering department, production) monitoring the conception of the offer, its promotion and realization up to final
delivery to the customer.
Commercial teams that receive regular training through seminars about
the products and services of other group companies actively contribute to
promoting the group's global offering.
Subsidiaries in France with a network of 50 regional offices provide local
service and promote the products and services of the group's different businesses. The international subsidiaries (Europe, Asia and North America)
provide access to local markets and a means for monitoring competitive
and commercial developments in the market of major international events
and opportunities for potential acquisitions.
— TRANSVERSAL EXPERTISE AND SERVICES
International business unit is responsible for developing markets where the
group is not directly represented by a sales subsidiary. Business managers
are directly responsible for specific regions: Northern Europe, the Mediterranean basin, Eastern Europe.
Its own expertise in project management, international logistics and technical know-how support group companies in servicing large projects.
This department also coordinates the development of the group's international subsidiaries.
The major accounts business unit focuses on the transversal nature of the
offer, completing the above schema at the national level. In particular, it
services large French or international companies present in France, large
administrations and organization committees of major sporting events. It
promotes the comprehensive solutions proposed by the Group primarily for
global services for events and venue management and
supports the commercial phases.
— MARKETING
The marketing team, largely decentralized throughout
the group, supports sales both by developing and proposing specific responses for individual companies and
promoting the GL events’ global offering
It provides support in the launch of new products or
services, monitors upstream competitive developments and analyses of market data.
It participates in developing packaged solutions after
identifying customer needs, drawing on the specialized expertise of the different companies.
The marketing department also participates in developing and implementing calls for tender involving
transversal contributions of group teams in the market of large events or venue management.
All marketing tools are available online through the
Company's intranet which assures a broad distribution
to all sales teams of available commercial material.
— COMMUNICATIONS
In July 2005, the group created a communications
department.
This new department provides support to all GL events
entities. It defines the components that convey GL
events’ corporate identity, overseeing its coherent
application and participates in this context in the integration of new entities. It contributes to the group's
commercial development by designing effective tools
and (brochures, catalogues). It also contributes to
assuring the group's internal cohesion by relaying
information to employees. In assures the communication of the group's strategy and compliance with its
financial disclosure obligations. The communications
department also contributes to promoting greater
market awareness about the group’s activities and
increasing its visibility by developing the appropriate
communication strategy: effectively conveying the
group's corporate message, press relations, media
plan, presence at trade shows salons, etc.
In 2005, GL events renewed partnerships that generate considerable visibility. Firstly in the field of sports with Equita Lyon, that has become the
major equestrian event in France, the Olympique Lyonnais football club, the
Lyon Olympic University of rugby (LOU Rugby) and in Italy the Sports Events
of Turin.
And also in the area of culture with for example, the latest edition of the
Lyon Contemporary Art Biennial was particularly successful in achieving a
new international dimension. GL events' partnership with this prestigious
event strengthened the group's image in terms of creativity and innovation.
In 2007, the hospital complex of East Lyon will be
expanded by the addition of the HFME hospital (hôpital
femme, mère, enfant). In this environment, the Petit
Monde will build its home. In the heart of landscaped
area, 42 studios will provide an opportunity for parents
to be with their children, hospitalised and suffering
from illness. GL events is proud to be a partner of Petit
Monde and participate in a project that combines
values of humanity with medical progress .
P. 72
Human resources management is conditioned by three factors:
HUMAN
RESOURCES
— The significant number of businesses, markets and regions in which
GL events operates,
— GL events’ activity that is characterized by the significant presence of
considerable human resources at different sites where trade shows,
exhibitions and events are held,
— A corporate culture of independence and a sense of responsibility, two
key values in the management of human resources that are a key
contributor to GL events‘ growth.
PERSONNEL
At 2005 year-end, the group workforce (excluding hostesses, seasonal and
temporary workers in the performance arts which represent on average 186
employment contracts), totalled 2,599 employees.
These employees, GL's principal strengths, exercise their expertise in a
range of fields and include designers, drafters, logistics professionals, upholsterers, decorators, assemblers, electricians, audiovisual specialists, etc.
This reservoir of traditional expertise is supplemented by know-how provided by venue management and event organization specialists. The
resulting broad spectrum of expertise combined with a culture of teamwork constitute the foundation for common corporate values of commitment, enthusiasm, innovation and a focus on customer satisfaction.
EMPLOYEE RELATIONS
Given the diverse range of business specialties and expertise and the
significant diversity of areas dealt with, all GL events functions apply a project
management approach. Multidisciplinary teams are formed not only for
commercial projects but also for transversal issues such as the optimisation
of management tools and the rationalization of internal procedures.
GL events' development is distinguished by its ability to integrate new activities, teams and talent. The group accords significant importance to
respecting the corporate culture of companies joining its organization
while reconciling the goal of achieving synergies with the specific characteristics of these different businesses.
In line with its organizational approach, group personnel benefit from
representation in each of its structures. In the entities where trade union
have representatives, meetings have been organized notably within the
framework of mandatory annual negotiations.
— AGE PYRAMID AND SENIORITY
In 2005, the average age of personnel remained
unchanged in relation to the prior year at 39. The
majority of personnel are between the ages of 25 and
45.
These figures reflect both the youth and energy of our
teams and the experience and expertise of our staff.
Employee turnover in 2005 was 13,8%, declining in
relation to the prior year and equally distributed
among venue management and services.
— WORKFORCE BY FUNCTION
147
Engineering
216
Project management
481
Sales Staff
1037
Technicians
384
Support sevices
79
Management
255
Operating Staff
TRAINING
Training contributes significantly both to gains in efficiency and improvements in personnel performance, as well as strengthening the overall
corporate culture and group cohesion.
In addition to initiatives to maintain and develop specific areas of expertise, every year the human resources department organizes transversal
training programs for sales and engineering staff. The purpose of these
programs is to present new products, services and group expertise to support GL events' growth. As in 2004, particular attention in this year was
devoted to developing team management skills.
In addition to their inherent training value, these events strengthen the
group’s cohesion and corporate culture.
GL events has chosen to develop partnerships with institutions providing
first professional experiences for a significant number of trainees.
The group's strategy is to entrust these young students with real missions
involving a considerable degree of autonomy in projects providing valuable
training and representing a first professional experience. In 2005, the
group welcomed 166 trainees.
TRADE ASSOCIATIONS
The group actively participates in the work of trade associations. For
example GL events is a member of the commission focusing on employeerelated issues of the French federation of trade shows, conventions and
congresses (Fédération de Foires, Salons et Congrès). It is also an active
member of the French trade exhibition industry association.
— WORKFORCE BY DIVISION
700
Venues and event
management
1838
Services
Concerning the apprenticeship tax, while subsidiaries are free to choose
the beneficiary entities, a common group strategy is pursued focusing on
three targets: establishments providing specialized training in our fields of
activity, generalist establishments corresponding to our recruitment targets, establishments providing training to handicapped workers.
Finally, support service management participate in trade associations
representing their respective areas of expertise (AFTE, DFCG, AFDC, Lyon
place financière et tertiaire).
P. 74
HUMAN RESSOURCES
INTERNAL COMMUNICATIONS
Communications in favour of employees, shareholders,
staff of recently added companies constitute an important
priority for GL events.
Internal events and seminars are organized every
year to encourage exchanges of information between
different categories of group personnel.
In December 2005, a meeting was held in Padua to
provide an opportunity to all group management to
exchange information about existing procedures of
the different businesses and staff functions. The purpose of this meeting was to support the group's
growth by the application of rigorous and common
procedures, highlighting the increasing professionalism of business practices.
An intranet offers access for all employees to information about group events, an overview of the group,
its business lines, expertise, customers and accomplishments, share price information as well as
resources for day-to-day operations such as procedures, sales and reporting tools, etc.
An internal newsletter is posted three times a year to
all group employees in French or an English providing
information on major events and strategic priorities
set by management.
The main group sites are equipped with video conferencing facilities, further enhancing communication
between distant locations. Several meetings have
been successfully organized through this technology.
P. 76
SUSTAINABLE
DEVELOPMENT
GL events’ extensive range of expertise take into account
new international conduct of business rules. Since its
creation, it has been committed to the principles of sustainable development, shared by all men and women of
the group. GL events’ development has been based on
deploying the diverse expertise of all personnel in promoting the group’s goals and maintaining the confidence of our customers.
Signage has been deployed at each of the site to provide optimal security for
personnel and visitors. In addition, specific communications has been produced and sent to every employee highlighting the specific importance of each
of their roles.
QUALITY
THE ENVIRONMENT
The group's goal is to implement a structured and operational quality approach that places the customer at
the heart of the organization. To implement this quality
strategy, the group has decided to create several positions specifically devoted to quality assurance in the
main global service lines.
In the sector of event industry lines, through a combination of imagination and
the day-to-day basis deployment of clean technologies the group actively
contributes to respecting environmental standards.
Their objective is to implement a system to ensure
ongoing improvements to operating processes based on
the participation of staff, drawing on their practical
experience in the field to successfully leverage the best
practices applied within the group.
The first areas on which they have focused have concerned the identification of customer expectations on the
basis of a precise and comprehensive specifications, the
organization of projects to guarantee optimal success
and improve monitoring of services and subcontracting,
the organization of processes to optimise methods for
the preparation of shipments (loading and unloading
time, etc.), product improvements (the quality of tarpaulin covers, equipment, etc.) customer satisfaction,
phone reception services, the reduction of unnecessary
expenditures, etc.
PREVENTION AND SECURITY
The Personnel Safety and Prevention working group led
to the implementation at each subsidiary of a common
risk prevention document, the implementation of tools
for specific risk prevention and safety plans and monitoring the corresponding budgets.
A network of 24 prevention and safety correspondents coordinates this function at each structure through regular meetings and work focusing on specific themes and a dedicated intranet site.
Examples of our commitment to the environment include the original process of recycling composite textiles developed with Ferrari, a specialist in PVC
composite textiles and a GL events partner where used tarpaulins are recuperated at the end of their lifecycles and recycled into new materials, a nonpolluting detergent for cleaning the aluminium sections and the machines for
cleaning the sections, the resale of a carpet of our partner Sommer 100%
recyclable into flowerpots, children's seats, automobile accessories.
This product was tested in 2005 on the occasion of the Pollutec trade fair and
a commercial offer was proposed by our sales staff to customers as soon as
the product meets all the required technical quality criteria. In addition, most
GL events sites have sorting bins for different categories of waste product:
aluminium, wood, sawdust, steel, non-hazardous industrial waste. Master
agreements with service providers to recuperate the waste are put into place
by the group purchasing department.
The group made no provisions for environmental risks nor paid any legal
indemnities relating to environmental claims in the period under review. It is
currently unaware of any legal suits against it for environmental damages.
P. 78
CONSOLIDATED FINANCIAL
STATEMENTS FOR THE YEAR
ended 31 December 2005
P. 80
BOARD
OF DIRECTORS’
REPORT
MANAGEMENT DISCUSSION AND ANALYSIS ON THE CONSOLIDATED FINANCIAL STATEMENTS
Ladies and gentlemen,
We have called this general shareholders' meeting as required by the company's bylaws and French law to report to you on the activity
of our group for the period ended 31 December 2005, submit the parent company (pages 144 to 147) and consolidated financial
statements (pages 88 to 132) and provide you with information about the company's outlook (page 25).
Presentation of the consolidated financial statements
In compliance with EC regulation 1606/2002 of 19 July 2002 on international accounting standards, the consolidated financial
statements of the GL events group to be published for the period ending 31 December 2005 are prepared on the basis of IAS/IFRS as
approved by the European Union on the date of publication of these accounts. The first financial statements prepared on the basis of
IAS/IFRS will be those of fiscal year 2005, accompanied by 2004 financial statements for comparison restated according to the same
standards, and including IAS 32 and IAS 39.
For the publication of the 2004 comparative financial statements, GL events has provided financial information for 2004 on the
changeover to IAS/IFRS presenting the quantitative impacts expected from the adoption of these new standards. This information is
presented in note 30 of the consolidated financial statements.
A - REVENUES
General sales trends
GL events registered robust sales growth in 2005 of +22.1% (+9.8% at comparable structure and exchange rates). This expansion
accelerated in the last quarter with record sales of €129 million.
Turnover (€ millions)
235
302
340
355
434
2001
2002
2003
2004
2005
P. 82
BOARD OF DIRECTOR’S REPORT
Analysis by segment
The group registered gains in all its markets covering regional, national and international events, trade shows and exhibitions
congresses and conventions, driven by the performances of its two divisions, venue and event management and services
for organizers.
Performance by market
Group sales growth also reflected increased contributions from international markets boosted by the additions of the Budapest and
Padua exhibition centres, the development of the Barcelona International Convention Centre (CCIB), combined with growth in export
markets including notably the provision of the temporary installations for the World Summit on the Information Society in Tunis (sales
above €6 million) as well as the Home and House Building Trade Show in Budapest (sales of €3 million).
(€ thousands)
Foreign subsidiaries
International sales
from French companies
Total international sales
French sales
Total
2001
2002
2003
2004
2005
32,474
45,004
35,719
65,040
106,030
22,795
55,269 23%
30,528
75,532 25%
33,603
69,322
179,774 77%
235,043
226,415 75%
301,947
270,439
339,761
20%
80%
40,934
105,974 30%
38,956
144,986 33%
249,500 70%
355,474
289,170 67%
434,156
GL events is directly present in the following countries:
EUROPE
United Kingdom
Belgium
Portugal
Spain
Switzerland
Italy
Hungary
OTHER REGIONS
United Arab Emirates
China
United States
Canada
Sales by division
Growth by division breaks down as follows:
(€ thousands)
2001
2002
2003
2004
2005
Services
221,425
13,618
270,154
31,793
280,174
59,587
273,095
82,379
285,085
149,071
TOTAL
235,043
301,947
339,761
355,474
434,156
€149.1 million sales in 2005, representing 34.3% of consolidated annual sales (+25.5% at comparable structure and exchange rates)
and 81% of the growth
Venue and event management sales were boosted by increased activity at convention and exhibition centres under management, and
notably the Barcelona International Convention Centre (CCIB), the Lyon Convention Centre and the Grande Halle d’Auvergne. The
recently added venues of Vannes, Budapest and Padua also fuelled this expansion.
Event Organisation also achieved gains in the period through the development of Europa Organisation, Marketplace and the
successful integration of Performance Organsiation in September 2005.
After the renewal of the management concession for Château de Saint-Priest, the cities of Saint-Etienne and Clermont-Ferrand
reconfirmed their confidence in GL events group, entrusting it with the management of their convention centres through concessions
agreements for an additional 10 and 12 years respectively.
Services for Trade Shows, Exhibitions and Events
€285.1 million sales in 2005, representing 65.7% of consolidated annual sales (+3% at comparable structure and exchange rates)
and 4.4% of the growth
In light of the absence of major sports events in the year (versus revenue of €15 million from the Athens OG in 2004), Services
performed well in 2005. This division, both directly with more than 2,700 customers event, and indirectly, through the consolidated
activity of venue and event management, contributed significantly overall to the group's strong growth.
Contribution to sales of companies acquired in 2005
See F below.
B – OPERATING PROFIT
Group EBIT totalled €33.2 million (€25.6 million in 2004) representing an operating margin of 7.66% versus 7.20% in 2004.
By business, contributions for the last five years break down as follows:
(€ thousands)
2001
French
GAAP
2002
French
GAAP
2003
French
GAAP
2004
French
GAAP
2004
IFRS
2005
IFRS
Services
TOTAL
16,232
810
17,042
19,362
3,143
22,505
19,246
6,741
25,987
19,388
8,864
28,252
18,568
7,021
25,590
15,592
17,615
33,207
Services: €15.6 million or 5.5% of sales:
Despite the marginal decline in the operating margin, the performance of this division remains satisfactory in light of the volume of
French and export sales and integration of activities under venue event management resulting in a transfer to the latter of €1.7 million.
In addition, its contribution to cash flow as a percentage of sales was 9.7%.
P. 84
Venue and event management: €17.6 million representing 11.8% of sales:
All of the group's venues and event consulting and organization companies made positive contributions to the operating margin. In
response to expanding revenue growth by CCIB and the successful integration of the new Padua and Budapest exhibition centres,
operating margins achieved further gains in line with guidance.
Contributions from companies acquired in 2005 break down as follows
(€ thousands)
2004
Sales
Operating profit
355,474
25,590
2005
Companies acquired
Other subsidiaries
Total
38,207
8,211
395,948
24,996
434,156
33,207
C - NET FINANCIAL EXPENSES AND CURRENT OPERATING INCOME
Net financial expense of the period totalled €2,055,000 versus 2,078,000 in 2004. This stability reflects the effective management
of average net debt in 2005, further cash flow growth and currency gains from foreign operations notably in North America
and Hungary.
For the period under review current operating income was as follows:
(€ thousands)
Sales
Current operating income
%
2005
2004
434,156
31,152
7.18%
355,474
23,511
6.61%
D – INCOME TAX AND NET INCOME
Income before and after tax breaks down as follows:
(€ thousands)
Income of fully consolidated companies before tax
Current and deferred tax
Effective tax rate
Net income of fully consolidated companies
2005
2004
31,152
10,035
32.2%
21,117
23,511
7,566
32.2%
15,945
The reduced income tax charge in relation to the standard tax rate reflects the lower tax rates in certain countries and particularly
Hungary with a rate of 16%.
E - DEBT, CASH FLOW AND CAPITAL EXPENDITURES
Gearing declined to 39% at 31 December 2005 versus 40% at year-end 2004 and net debt ended the year at €69.7 million.
Debt repayment was financed from cash flow which increased from €7,898,000 to €44,283,000 representing 10.2% of sales. The
€2,890,000 increase in working capital requirements reflected the seasonal affect and growth in business involving limited demand
for working capital.
The group continues to have adequate capital expenditure resources to pursue its expansion through internal and external growth.
(€ thousands)
2003
French
GAAP
2004
French
GAAP
2004
IFRS
2005
IFRS
NET CAPITAL EXPENDITURES (1)
Sales
Net capital expenditures/sales
Cash flow
Net capital expenditures/cash flow
15,951
339,761
4.7%
32,686
48.8%
27,230
355,474
7.7%
38,843
70.1%
25,376
355,474
7.2%
36,385
69.7%
20,985
434,156
4.8%
44,283
47.4%
(1) acquisitions - proceeds from the disposal of tangible and intangible fixed assets
F – EXTERNAL GROWTH
Four external acquisitions were completed in 2005.
• GL events acquired CHORUS, charged with managing the Vannes Exhibition Centre until 2010 under a public service management
agreement (contrat de délégation de service public) (annual sales of €1.6 million. The company was consolidated on the 1st of
January 2005.
• GL events successfully won the privatisation bid for Hungexpo, owner of the Budapest Exhibition Centre in Hungary. The consortium
led by GL events acquired 95% of Hungexpo and the personnel retained the option to sell their 5% minority interests. GL events has
a 90% stake in Hungexpo holding company created for this purpose, along with its Hungarian partner Trigranit, a real estate
developer. Hungexpo owns the real estate assets of the exhibition centre, the venue management and has its own portfolio of trade
shows, exhibitions and events. It has average sales of €22 million. The business plan provides for an investment program of €20
million budgeted over the next five years. Hungexpo was consolidated on 1 April 2005.
• GL events acquired an 80% majority stake in PadovaFiere, the management company of the Padua Exhibition Centre with a portfolio
of trade shows and exhibitions. With 70,000 m2 of exhibition halls, 600 events, 730,000 visitors per year, the site generates estimated
annual sales of approximately €20 million with an operating margin in line with the group's Event Management business.
PadovaFiere was consolidated on 1 September 2005.
• In line with its strategy of strengthening its event organization and engineering capabilities, GL events acquired Performance
Organisation, with annual sales of €4 million from event and trade show engineering services in French regions outside the Paris
area. Performance Organisation was consolidated on 1 September 2005.
P. 86
• In October 2005, GL events a acquired a 24.1% stake in Sepel that manages Eurexpo, the exhibition centre of the city of Lyon. In
January 2006, this stake was increased to 30.2%.
The pro forma income statement restated to reflect inter alia these acquisitions are presented in note 1 of the consolidated financial
statements.
G – SUBSEQUENT EVENTS SINCE THE 31 DECEMBER 2005
Acquisition of KOBE, specialist in medical congress with about 30 events and an average annual sales of €4 million.
Acquisition of 49% of Sepelcom. This company, a specialist in organizing trade shows for professionals and the general public
manages such prestigious events as Sirha, events as Sirha (the international hotel catering and food trade exhibition), Piscine (the
international swimming pool and pool environment show) and the Lyon international trade fair and has average annual sales of €25
million. Sepelcom is a 51%-owned subsidiary of Sepel.
Creation of two operating companies of respectively the Fauriel convention Centre in Saint-Etienne and the Clermont Ferrand
Polydôme.
Creation of GL China.
GL events was awarded a 50-year concession for the Rio de Janeiro exhibition park. Located in the leading tourist destination in South
America, Riocentro is the largest event venue in South America. With 140 acres and 87,000 m2 of exhibition space, parking for 9,000
vehicles, a natural lake and 5 interconnected halls, Riocentro's installations have been ideally designed to host events both for
professionals and the general public. In 2005, Riocentro hosted 76 trade shows and exhibitions including the Book Show attracting
more than 800,000 visitors. GL events estimates sales from the venue at around €10 million.
These companies will be consolidated in 2006.
H - OUTLOOK
On 22 March 2006, the group published the following guidance for 2006 (La Tribune):
In 2006, GL events will be present at a large number of events, providing an increasing contribution to design, hosting and associated
services. The cities of Clermont-Ferrand and Saint-Etienne renewed their confidence in the group by entrusting it with the
management of their convention centres through concession agreements for an additional 10 and 12 years respectively. In addition,
the extension of the Lyon Convention Centre doubling in size with a new hall with a 3,000-seat capacity, will be put into service in June.
Noteworthy events of the first-half of 2006 will include:
- The Commonwealth Games in Melbourne, in the second week of March,
- The FIFA World Football Cup in Germany in June with orders for approximately €4.5 million
- The Toulouse International Trade Fair, organized and hosted by the Toulouse Exhibition Centre,
- The Cannes Film Festival, in May,
- The Barcelona F1 Grand Prix, on 12 to 14 May, for which the contract has been renewed until 2011,
- Congrès Euro PCR, in the first half of May, organized by Europa Organisation, etc.
Based on favourable trends for the event communications sector, visibility provided by current orders and acquisition projects, the
group announces guidance for sales growth in 2006 exceeding 10%.
I – ANALYSIS OF RISKS
Refer to note 26 of the consolidated financial statements
J – LITIGATION AND EXTRAORDINARY ITEMS
To the company's knowledge, there are no other extraordinary items or legal proceedings that may have or have recently had a
material impact on businesses, earnings, financial situation and assets of the company or the group.
K – RESEARCH AND DEVELOPMENT
The company’s high degree of innovation and creativity enables it respond to constantly evolving market needs. GL events’ engineering
departments and business managers, assisted by their staff, pursue ongoing innovations to develop new techniques and logistical
solutions to meet increasingly shorter deadlines.
In addition, supported by the transversal departments, the group devotes ongoing efforts to enhance the global solutions offered to
its different customer segments. To this purpose, every year new products and services are added to the company's portfolio either
by internal growth or acquisitions.
The company does not strictly speaking engage in fundamental research.
P. 88
CONSOLIDATED
FINANCIAL
STATEMENTS
CONSOLIDATED BALANCE SHEET
(€ thousands)
ASSETS
Goodwill
Other intangible assets
Property, plant and equipment
Other tangible fixed assets
Rental assets
Investments and other non-current assets
Deferred tax assets
NON-CURRENT ASSETS
Inventories and work-in-progress
Trade receivables
Other receivables
Marketable securities
Bank and cash
CURRENT ASSETS
Notes
3.4, 3.5 & 4
3.5 & 4
3.5 & 5
3.5 & 5
3.5 & 6
3.5 & 7
3.5 & 11
3.5 & 8
3.5 & 9
3.5 & 10
3.5 & 12
12
TOTAL
SHAREHOLDER' EQUITY
Share capital
Reserves and additional paid-in capital
Translation adjustments
Net income for the period
SHAREHOLDER' EQUITY
BEFORE MINORITY INTERESTS
MINORITY INTERESTS
TOTAL SHAREHOLDER' EQUITY
Commitments and contingencies
Deferred tax liabilities
Non-current borrowings
NON-CURRENT LIABILITIES
Commitments and contingencies
Current borrowings
Short-term bank loans
Advances and downpayments
on outstanding orders
Trade payables
Tax and employee-related liabilities
Other liabilities
CURRENT LIABILITIES
TOTAL
13
3.4.4
3.5 & 14
3.5 & 11
3.5,15 & 26
14
15 & 26
15 & 26
31/12/05
IFRS
31/12/04
IFRS
31/12/04
French GAAP
31/12/03
French GAAP
155,666
4,214
32,464
15,820
51,633
12,150
7,932
279,879
13,462
110,637
29,740
87,848
22,382
264,069
108,326
2,605
8,896
12,267
53,200
4,376
6,144
195,814
13,402
92,308
28,413
58,191
15,852
208,164
106,167
3,041
8,896
12,238
57,898
4,482
2,285
195,008
13,533
92,308
33,917
58,391
15,852
213,999
96,596
2,787
9,623
9,383
52,917
3,738
2,089
177,134
11,345
84,116
25,944
43,904
11,735
177,044
543,948
403,978
409,008
354,178
61,450
92,905
186
20,038
54,882
52,843
(352)
15,359
54,882
62,428
(3,048)
14,014
54,147
53,373
(2,789)
12,759
174,579
4,812
179,391
4,483
2,535
133,540
140,557
6,867
33,984
12,435
122,732
3,058
125,790
2,104
2,060
87,581
91,745
3,107
27,859
8,883
128,277
3,522
131,798
1,611
2,335
86,910
90,857
3,017
27,859
8,883
117,491
2,989
120,480
1,382
2,221
63,738
67,342
2,723
24,673
10,853
3,815
75,580
46,388
44,930
223,999
2,355
56,361
38,734
49,143
186,442
2,355
56,361
38,734
49,143
186,352
4,573
54,604
34,688
34,242
166,356
543,948
403,978
409,008
354,178
P. 90
CONSOLIDATED INCOME STATEMENT
(€ thousands)
SALES
Change in inventories
Other operating income
OPERATING INCOME
Raw materials and consumables
External charges
Taxes and similar payments
Personnel expenses and employee profit sharing
Allowances for depreciation and reserves
Other operating expenses
OPERATING EXPENSES
OPERATING PROFIT
Net interest expense
Other financial income and expense
NET FINANCIAL EXPENSE
PRE-TAX INCOME BEFORE
EXTRAORDINARY ITEMS
31/12/05
IFRS
31/12/04
IFRS
3.5 & 16
434,156
355,474
17
7,813
441,968
18
18
Notes
Amortization of purchased goodwill
NET INCOME BEFORE MINORITY INTERESTS
31/12/03
French GAAP
8,961
364,434
355,474
7,203
12,045
374,722
339,761
6,531
10,229
356,520
21
(38,684)
(219,185)
(9,036)
(112,621)
(26,443)
(2,792)
(408,761)
33,207
(36,092)
(170,127)
(7,294)
(95,659)
(24,733)
(4,940)
(338,845)
25,590
(39,805)
(175,563)
(7,324)
(96,198)
(25,345)
(2,234)
(346,470)
28,252
(44,559)
(160,992)
(7,352)
(92,938)
(22,010)
(2,682)
(330,533)
25,987
22
22
22
(2,644)
589
(2,055)
(2,246)
168
(2,078)
2,187
(4,534)
(2,348)
3,311
(5,470)
(2,159)
31,152
23,511
25,904
23,828
3,687
(4,997)
(1,309)
1,146
(1,966)
(820)
23 & 24
19
20
Extraordinary income
Extraordinary expenses
EXTRAORDINARY PROFIT (LOSS)
Income tax
NET INCOME OF FULLY CONSOLIDATED COMPANIES
31/12/04
French GAAP
3.5 & 11
(10,035)
21,117
(7,566)
15,945
(7,903)
16,692
(8,085)
14,923
21,117
15,945
(1,924)
14,768
(1,679)
13,243
(1,079)
20,038
(586)
15,359
(754)
14,014
(484)
12,759
3.5
Minority interests
NET INCOME
Average number of shares
NET EARNINGS PER SHARE (in euros)
3.5
13,896,517
1.44
13,547,845
1.13
13,547,845
1.03
12,729,439
1.00
Diluted average number of shares
FULLY DILUTED EARNINGS PER
SHARE (in euros)
3.5
14,596,512
14,444,496
14,444,496
13,389,580
1.37
1.06
0.97
0.95
CONSOLIDATED CASH FLOW STATEMENT
(€ thousands)
Notes
31/12/05
IFRS
31/12/04
IFRS
31/12/04
31/12/03
French GAAP
French GAAP
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR
65,159
44,585
44,786
22,232
CASH FLOWS FROM OPERATING ACTIVITIES
NET INCOME
20,038
15,359
14,014
12,759
23,882
20,177
(97)
880
754
(590)
38,843
(1,197)
(507)
(338)
484
111
32,686
1,239
ADJUSTMENTS TO RECONCILE PROFIT (LOSS) TO NET CASH PROVIDED BY OPERATING ACTIVITIES:
Depreciation and provisions
22,679
20,680
Unrealised gains and losses from fair value adjustments
(532)
(259)
Expense and income in connection with stock options
109
58
Expenses transferred to deferred charges
0
Gains and losses on disposals of fixed assets
(1,635)
880
Minority interests in consolidated subsidiaries’ net income
1,079
586
Deferred tax expense / (income)
11
2,545
(918)
OPERATING CASH FLOWS
44,283
36,385
273
(574)
Change in accounts receivable, discounted notes,
deferred income
(21,063)
(3,083)
(3,083)
(3,394)
Change in accounts payable, deferred charges
Other changes
CHANGES IN WORKING CAPITAL REQUIREMENTS
NET CASH PROVIDED BY OPERATING ACTIVITIES (A)
15,049
2,852
(2,890)
41,394
913
(718)
(3,461)
32,923
913
(699)
(4,066)
34,777
(2,607)
3,092
(1,670)
31,016
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of PPE and rental assets
Acquisition of intangible fixed assets
(23,218)
(2,101)
(26,522)
(1,717)
(26,493)
(3,599)
(15,761)
(2,318)
4,334
(1,092)
1,924
(72,007)
(92,161)
2,862
(1,406)
1,032
(9,244)
(34,994)
2,862
(1,406)
1,032
(9,244)
(36,848)
2,128
(386)
345
(9,821)
(25,813)
37,106
(5,621)
2,449
(5,006)
2,449
(5,006)
11,121
(3,834)
(313)
(689)
(193)
1
(193)
(144)
Proceeds from the issuance of new debt
Repayment of debt
NET CASH PROVIDED BY FINANCING ACTIVITIES (C)
EFFECT OF EXCHANGE RATE FLUCTUATIONS ON CASH (D)
NET CHANGE IN CASH AND CASH
80,074
(27,739)
82,819
583
50,263
(24,609)
22,905
(260)
50,263
(24,609)
22,904
(260)
33,599
(23,040)
17,702
(350)
EQUIVALENTS (A + B + C + D)
CASH AND CASH EQUIVALENTS AT YEAR-END
32,635
97,795
20,574
65,159
20,574
65,360
22,554
44,786
Disposal of tangible and intangible assets
Acquisition of investments and other non-current assets
Disposal of investments and other non-current assets
Net cash flows from the acquisition and disposal of subsidiaries
NET CASH USED IN INVESTING ACTIVITIES (B)
NET CASH FROM FINANCING ACTIVITIES
Proceeds from capital increases
Dividends paid to shareholders
Dividends paid to the minority shareholders of the
consolidated companies
Other changes in equity
27
P. 92
STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY
Group before minority interests
(€ thousands except shares)
Total
Number
of shares
(thousands)
Share
capital
Bonuses
linked to
the share
capital
Retained
earnings
Net
income
for the
period
BALANCE ON 31/12/2003
Capital increase
2002 net income appropriation
Distribution of dividends
Impact of remeasurement of financial
instruments at fair value
Cost of stock purchase options
Currency translation adjustments
Share of assets contributed by
minority interests
Other changes
NET INCOME FOR THE PERIOD
113,343
2,449
13,537
184
54,147
735
14,195
1,313
29,548
12,759
12,759
(5,006)
(12,759)
Exercise of warrants and stock options
Capital increase
2003 net income appropriation
Distribution of dividends
Impact of remeasurement of
financial instruments at fair value
Cost of stock purchase options
Currency translation adjustments
Share of assets contributed by
minority interests
Other changes
NET INCOME FOR THE PERIOD
125,790
1,853
35,253
179,391
(5,199)
(13)
58
(371)
Translation
reserve
0
(13)
58
(352)
(410)
(11)
15,945
Total
Group
Minority
interests
110,649
2,048
2,694
400
(5,006)
(193)
(13)
58
(352)
(19)
(410)
(11)
(11)
15,359
15,359
13,721
113
1,529
54,882
450
6,117
15,508
1,403
29,136
(5,924)
(205)
109
567
37,335
15,359
15,359
(5,621)
(15,359)
(352)
(205)
109
538
950
(118)
21,117
586
122,732
1,853
35,253
3,058
(5,621)
(303)
(205)
109
538
28
950
(118)
20,038
15,362
61,450
46,046
46,859
20,038
186
(118)
20,038
1,079
174,579
4,812
NOTES
CONCERNING
THE CONSOLIDATED
FINANCIAL
STATEMENTS ON
31 DECEMBER
2005 OF
GL EVENTS SA
Unless otherwise indicated, the information given below is expressed in
euros. These notes are an integral part of the consolidated financial
statements for the year ended 31 december 2005. The consolidated
financial statements were approved by the Board of Directors’ meeting of
14 March 2004.
NOTE 1 > REVIEW OF OPERATIONS
> Acquisition of CHORUS, charged with managing the Vannes Exhibition
Centre until 2010 under a public service management agreement (contrat
de délégation de service public). The company was consolidated on the 1st
of January 2005.
> GL events successfully won the privatisation bid for Hungexpo, owner
of the Budapest Exhibition Centre in Hungary. The consortium led by GL
events acquired 95% of Hungexpo and the personnel retained the option
to sell their 5% minority interests. GL events has a 90% stake in Hungexpo
holding company created for this purpose, along with its Hungarian
partner Trigranit, a real estate developer. The company was consolidated
in the second quarter of 2005.
> GL events acquired an 80% majority stake in PadovaFiere Spa, the
management company of the Padua Exhibition Centre with a portfolio of
trade shows and exhibitions. PadovaFiere was consolidated on 1
September 2005
> Acquisition of Performance Organisation, specialized in event
engineering services to regions in France outside the Paris area.
Performance Organisation was consolidated on 1 September 2005.
> Creation of two new subsidiaries, GL events SERVICES grouping
general support services and GL events SI to manage group information
systems. The corresponding group personnel were transferred to these
two companies (13 to GL events SI and 36 to GL events SERVICES).
> In October 2005, GL events acquired a 24.1% stake in Sepel that
manages Eurexpo, the exhibition centre of the city of Lyon. In January
2006, this stake was increased to 30.2%.
2005 OPERATING HIGHLIGHTS INCLUDED:
> Sales growth of 22.1% (9.8% at comparable structure and exchange
rates) to €434.2 million
> Operating profit increased from €25.6 million to €33.2 million
representing an operating margin of 7.65% versus 7.20% in 2004.
P. 94
> With international markets contributing 33% of
consolidated net sales, GL events has confirmed its
ability to achieve sustained growth both in the
segment of large international events and venue
management, a major contributor of recurrent
revenue and through the acquisition of new
subsidiaries, notably in Hungary and Italy.
NOTE 2 > PRO FORMA DATA
To ensure the comparability of financial information
on a like-for-like basis a pro forma income statement
is presented below. These figures are based on
assumptions and hypotheses and consequently do
not represent the actual results of the group in 2004.
Financial information providing the basis for the
consolidated pro forma income statement and the
financial statements of recently consolidated
subsidiaries have been prepared under the
responsibility of management.
For the 2004 financial period, the income statement includes the following
adjustments resulting from the individual 2004 financial statements for
the subsidiaries concerned:
Restatement of Market Place (acquired 1 September 2004), Temp-A-Store
(acquired 1 July 2004), Chorus (acquired on 1 January 2005), Hungexpo
(acquired on 1 April 2005), PadovaFiere and Performance Organisation
(acquired on 1 September 2005).
Consolidation of sales and earnings of the period from January to August
2004 for Market Place, from January to June 2004 four Temp-A-Store,
from January to December 2004 for Chorus, from April to December 2004
for Hungexpo, and from September to December 2004 for PadovaFiere
and Performance Organisation.
Consolidation of interest expenses calculated on the basis of funds
disbursed at the rate of 3% for the financing of French companies,
Hungexpo and PadovaFiere, and 6% for Temp-A-Store, net of tax for
periods identical with those indicated above.
Pro forma consolidated income statement (€ thousands)
31/12/05
31/12/04
31/12/2004
pro-forma
SALES
Operating expenses
OPERATING PROFIT
Financial income
Financial expenses
PRE-TAX INCOME
Income tax
Minority interests
NET INCOME
434,156
7,813
(408,761)
33,207
3,252
(5,307)
(2,055)
31,152
(10,035)
21,117
(1,079)
20,038
393,974
10,105
(375,053)
29,026
2,552
(5,748)
(3,197)
25,829
(8,218)
17,612
(610)
16,735
355,474
8,961
(338,845)
25,590
2,439
(4,517)
(2,078)
23,511
(7,566)
15,945
(586)
15,359
NET EARNINGS PER SHARE (IN EUROS)
13,896,517
1.44
13,547,845
1.25
13,547,845
1.13
Diluted average number of shares
FULLY DILUTED EARNINGS PER SHARE (IN EUROS)
14 596 512
1.37
14 444 496
1.18
14 444 496
1.06
The impacts on the balance sheet and cash flow statements are not significant (less than 25% of the total balance sheet).
NOTE 3 > VALUATION METHODS AND BASIS
OF CONSOLIDATION
3.1 Significant accounting policies
In accordance with EU regulations 1606/2002 and 1725/2003, the
consolidated financial statements of GL events have been prepared on the
basis of international accounting standards applicable in the European
Union on the 31 December 2005. The standards include IFRS
(International Financial Reporting Standards), IAS (International
Accounting Standards) and interpretations of the SIC and IFRIC
(Standards Interpretations Committee and International Financial
Reporting Interpretations Committee). Significant accounting policies
applied by GL events are described below.
The opening balance sheet of 1 January 2004 has been restated in
accordance with the provisions of IFRS 1 - first-time adoption of IFRS, on
the basis of the standards and interpretations applicable on the 31
December 2005. In compliance with the recommendations of the French
financial market authority, the AMF, during the transition period the
options retained for the first-time adoption of IFRS on 1 January 2004, as
well as the nature and the impact of the change in accounting principles
and methods on the opening and closing balance sheet and income
statement for 2004 prepared on the basis of French GAAP were presented
in the interim report of 30 June 2005. A summary of these impacts is
presented in note 30.
In preparing IFRS financial statements GL events has applied all IFRS /
IFRIC standards and interpretations published in the official journal prior
to 31 December 2005 whose application was mandatory as of that date.
Standards or interpretations adopted by IASB or IFRIC not required by the
European Union on the 31 December 2005 have not been applied.
GL events has applied the "fair value option" provided for under IAS 39
adopted by the EU regulation 1864/2005 of 15 November 2005 before the
mandatory date of adoption.
Concerning the treatment of the service concession agreements for
convention centres or exhibition parks, the standards are still under
discussion. On 3 March 2005, the IFRIC published a draft interpretation on
the accounting treatment of these activities. This standard was not yet
approved by the ASB on the 31 December 2005. Under the current
conditions, the treatment of service concession agreements of the group
does not fall under the scope of this standard. Pending the publication of
the final version of the IFRIC interpretations, GL events has decided at this
stage to maintain for the IFRS balance sheets of 1 January 2004, 31
December 2004 and 31 December 2005, the accounting methods
P. 96
previously applied under French GAAP under which
they were recognized as operating leases.
3.2 THE BASIS OF MEASUREMENT
Financial statements are prepared on the basis of the
historical cost principle except for short-term
investment securities and financial instruments that
are measured at fair value. Financial liabilities are
recognized on the basis of the amortized cost
method. Book values of hedged instruments and
their underlying assets and liabilities are recognized
at fair value.
3.3 ESTIMATES AND ASSUMPTIONS
In preparing financial statements recourse is made to
estimates and assumptions that affect the amounts
of assets and liabilities recorded in the consolidated
balance sheet, expenses and income items of the
income statement and commitments concerning the
period under review. The actual subsequent results
may in consequence differ. These estimates and
assumptions are regularly updated and analysed on
the basis of historical and forecasted data.
These assumptions concerned primarily the
measurement of the recoverable value of assets
(notes 3.5.1 to 3.5.5), the measurement of retirement
benefits (note 3.5.16) and commitments and
contingencies.
3.4 BASIS OF CONSOLIDATION
3.4.1 Consolidation principles
Companies over which the group exercises exclusive control are fully
consolidated starting from the effective date of control.
Joint ventures and companies in which the group exercises a joint control
with other partners, are consolidated according to the proportionate
method starting from the actual date of control.
On this basis the joint ventures JV Test Events, JV Nikia, JV Overlay and JV
Seatings have accordingly been consolidated to the proportionate method.
Entities held between 20% and 50% in which the group exercises a
significant influence on management and financial policy are consolidated
under the equity method.
In light of the acquisition date (late October-early November 2005) and the
closing date of the company (30 June), Sepel shares were not equityaccounted but instead recorded under investments and other non-current
assets/non-consolidated shares. Sepel will be consolidated in 2006.
Entities which fit the above criteria but which are held by the group on a
temporary basis or whose activity is considered marginal are not
consolidated.
3.4.2 Scope of consolidation
The scope of consolidation is presented in full in note 31. The principal
changes in the scope of consolidation are presented in note 1.
The following companies were consolidated or deconsolidated during the
period:
Companies
Date of consolidation or deconsolidation
GL events SERVICES
GL events SI
Le Chorus
GL Hungaria Rt
Hungexpo
Expotech
PadovaFiere
Performance organisation
created on 1 January 2005
created on 1 January 2005
acquired on 1 January 2005
created on 1 April 2005
acquired on 1 April 2005
acquired on 1 April 2005
acquired on 1 September 2005
acquired on 1 September 2005
3.4.3 Goodwill on consolidation
Business combinations are recorded on the basis of
the purchase method of accounting, in compliance
with IFRS 3 - business combinations. When a
subsidiary is first consolidated, the group generates
goodwill corresponding to the excess cost of the
business combination over the group's share of the
net fair value of the acquiree’s identifiable assets,
liabilities and contingent liabilities on the date of
acquisition. The cost of the business combination
equals the amount paid to the seller plus any costs
directly attributable to the combination. If the cost is
subject to adjustment contingent on future events,
the amount of that adjustment in the cost of the
combination is added at the acquisition date if
probable and able to be measured reliably.
For 2005, the acquisition cost of shares (including
costs associated with an earnout provision)
represented a total amount of €66,157,000. The
corresponding goodwill was €47,407,000.
3.4.4 Translation of financial statements of foreign
subsidiaries:
The financial statements of the foreign subsidiaries
have been translated using the following methods:
> share capital and reserves are translated at
historical rates,
> the balance sheet (not including share capital and
reserves) is translated at year-end rates,
> the income statement is converted at average
rates.
Translation differences resulting from the application
of historic rates and average rates, compared to yearend rate, are allocated to the consolidated reserves
(before minority interests).
3.4.5 Elimination of intra-group transactions and
balances
All reciprocal balance sheet accounts between group
companies and all other transactions between group
companies (purchases and sales, dividends, etc. ) as
well as accrued expenses on equity interests and
loans to associates are eliminated.
3.4.6 Fiscal year
All consolidated subsidiaries have fiscal years ending on 31 December.
3.5 METHOD AND VALUATION
3.5.1 Goodwill
Positive goodwill is recorded under intangible assets.
In accordance with IAS 36, when there is an indication of impairment and
at least once a year, goodwill impairment tests are conducted involving a
comparison of the carrying amount with the value in use. Value in use is
defined as the present value of estimated future cash flows expected to
rise from the continuing use of an asset and its disposal at the end of its
useful life. Negative goodwill is recognized directly in the income
statement.
3.5.2 Other intangible assets
Research and development, pre-opening and start-up costs that no longer
meet the criteria of the definition of intangible assets under IAS 38 and
qualify for capitalization are expensed.
Intangible fixed assets are amortized over their useful life spans as
follows:
Duration
Software
Patents and licenses
1 to 3 years
On the basis of the residual life spans
of the patents and licenses concerned.
3.5.3 Property, plant and equipment
Tangible assets are recognized at historical cost less accumulated
depreciation and impairment, in accordance with IAS 16 –Property, plant
and equipment.
The depreciation periods generally retained are as follows:
Duration
Office buildings
Industrial buildings
Fixtures and fittings
Industrial equipment and tools
Transport equipment
20 years
20 years
10 years
2 to 7 years
3 to 5 years
Office furniture and equipment
2 to 5 years
P. 98
3.5.4 Rental assets
As an exception to normal accounting practices,
equipment and installations destined for rental in the
parent company financial statements are recognized
in the consolidated financial statements as long-term
rental assets under a specific heading in the balance
sheet.
This classification provides a clearer presentation by
providing a breakdown between equipment destined
for rental and rental assets that are capitalized
remaining at group sites.
The latter long-term rental assets are recorded at
acquisition costs, less accumulated depreciation
expenses and impairment, in accordance with IAS 16
– Property, plant and equipment.
To record impairment resulting from wear and tear
caused by the successive rental of these fixed assets,
the specific depreciation periods, based on their
useful lives, are as follows:
Duration
Flooring
Furniture
Big tops
Grandstands and bleachers
Other rental equipment
7 to 10 years
4 years
5 to 10 years
5 to 10 years
2 to 7 years
Rental inventory is recognized on the basis of the
weighted average cost method. Manufactured
products are recognized at production cost that
includes, when applicable, direct expenses incurred
by the subsidiary contributing to its production.
Financial expenses are not included in the calculation
of production costs. Work in progress is valued at
production price.
Depreciation expenses for rental inventory are based
on the turnover rate for this equipment in prior
periods. In addition, a provision for impairment is
recorded when the products are considered obsolete
or fail to meet the group’s quality standards.
3.5.5 Impairment of assets
In compliance with IAS 36 – Impairment of assets, the group determines
the recoverable amount of its fixed assets as follows:
> for property, plant and equipment and intangible assets that have been
depreciated or amortized, the group determines at the end of each period
if there exist indications that the asset may be impaired. These may
consist of external or internal indicators. In such cases, an impairment
test is conducted comparing the carrying amount with the recoverable
value that is measured at the higher of its net selling price or value in use.
> for unamortized intangible assets and goodwill, a depreciation test is
carried out at least once a year and whenever there is an indication of
impairment. Value in use is the present value of estimated future cash
flows expected to rise from the continuing use of the asset in question and
its disposal at the end of its useful life. The assumptions used to calculate
the present value of estimated future cash flows are based on the
following economic assumptions and operating forecasts retained by
group management:
— perpetual growth rate: 1.7%
— risk-free rate, OAT 10 years: 3.70%
— market risk premium: 4.12%
— specific risk premium: 4.94%
— average cost of debt: 3.60%
Impairment tests are conducted at the level of Cash Generating Units
(CGU) that represent a homogeneous group of assets generating cash
inflows and outflows from continuing use largely distinct from cash
inflows from other groups of assets. At GL events these cash generating
units correspond to the business divisions.
3.5.6 Leases
Real estate acquired through a capital lease is recorded as a fixed asset at
the value on the date of entry into the perimeter. Other tangible assets
acquired via capital leases with an initial value of more than €75,000 are
recorded either as fixed assets or as rental equipment for the value of the
assets at the date the contract is concluded. These assets are amortized
or depreciated according to the methods described above. The capital part
representing the debt remaining due is recorded in financial debts. The
lease charges recorded for the financial year are then restated.
3.5.7 Service concession agreements
Refer to note 3.1 on significant accounting policies.
3.5.8 Investments and other non-current assets
Participating interests of the group in nonconsolidated companies are recognized at the
acquisition cost of the shares. A provision for
impairment is recorded when the value in use of the
shares is estimated to be lower than the carrying
amount. The value in use is calculated on the basis of
different criteria including the expected return on
investment of the shares.
3.5.9 Consumables, goods for resale
and work-in-progress
These items are recorded on a distinct line under
current assets and recognized either at their last
purchase price or weighted average price. In addition,
a provision for depreciation is recorded when the
products are considered obsolete or fail to meet the
group’s quality standards.
3.5.10 Trade receivables and payables
Trade receivables and payables are recorded at face
value. Balances denominated in foreign currencies
and not hedged by forward covers are translated at
the year-end exchange rate. Accounts receivable are
analysed on a case-by-case basis and a provision for
doubtful debts is made to cover potential collection
risks.
3.5.11 Marketable securities
Marketable securities consist of short-term
investments, liquid and convertible at any time into
cash and subject to a marginal risk of a change in
value. Investments in cash and cash equivalents are
recognized at fair value and unrealised gains and
losses are recorded under net financial expense. Fair
value is determined on the basis of the closing
market price at year-end.
3.5.12 Taxes
> Current taxes:
Current taxes are calculated according to tax rates applicable in each
country. For French companies, a tax group headed by GL events includes
the following companies:
GL events
BS Vision
Décorama
GL Espace & Décor
GL Mobilier
Menuiserie Expo
Ranno Entreprise
Standard Décoration
Action Développement
Expo Service Nice
Fabric Expo
GL Image
Hall Expo
Mont Expo
SECIL
Altitude
Europa Organisation
GL Data Systems
GL Lumière & Son
ISF
Polygone Vert
SF Protection
Subsidiaries recognize their tax as if taxed separately. The tax group has
generated a tax savings of €2,028,000 recognized by GL events.
> Deferred taxes:
Deferred taxes are recorded to take into account potential differences
between the book value of an asset or a liability and its tax value. They are
determined using the liability method. They are classified in non currents
assets and non currents liabilities.
Deferred tax assets are recorded if their recovery is not linked to future
results or if it is probable that the company will recover them from taxable
profit expected during that period.
Deferred taxes from the reversal of provisions on investments in
consolidated companies are not recorded unless deferred tax assets have
been recorded in connection with the tax losses of the subsidiary.
3.5.13 Treasury shares
Treasury shares are deducted from shareholders' equity regardless of
their purpose and the corresponding result is eliminated in the
consolidated income statement.
3.5.14 Investment grants
Investment grants are deducted from the assets in question and recorded
under income after deducting the corresponding amortization expense.
P. 100
3.5.15 Commitments and contingencies
Provisions are recorded to meet the potential costs
related to litigation and other liabilities. They are
recorded when the group has a present obligation
resulting from a past operative event expected to
result in an outflow of economic resources that can
be reasonably estimated. Commitments and
contingencies maturing in less than one year are
recorded under current liabilities.
3.5.16 Employment benefits
In compliance with IAS 19, pension liabilities resulting
from defined-benefit plans are determined according
to the projected unit credit method.
Concerning
unfunded
retirement
benefits,
commitments concerning lump sum indemnities
payable on retirement are recognized on the basis of
the actual probable value of vested rights taking into
account applicable legal provisions dispositions and
collective bargaining agreements, according to actual
assumptions concerning notably salary increases,
staff turnover and mortality rates.
Actuarial gains and losses are recorded as income or
expenses of the period.
The provision takes into account insurance policies
already in force in favour of the companies SF
Protection, Toulouse Expo and ISF providing total
coverage of €682,000
3.5.17 Share-based payment
IFRS 2 on share-based payment covers transactions
with personnel or third parties that receive shares or
rights to shares as consideration. Its application to
GL events concerned exclusively stock options granted
to employees. As provided by this standard, only
options granted after 7 November 2002 have been
taken into account.
In accordance with the provisions of this standard, these plans are
measured on the date of allotment and recognized under employee
personnel expenses accompanied by a reverse entry to reserves, and
recorded on a straight-line basis over the period rights are vested by
beneficiaries, in general two years. For the measurement of these plans,
the group has applied the Black and Scholes method.
3.5.18 Financial liabilities
Financial liabilities consist primarily of current and non-current
borrowings and debt with credit institutions. These liabilities are initially
recorded at fair value that takes into account when applicable those
transaction costs directly associated. They are then recorded at amortized
cost on the basis of the actual interest rate.
3.5.19 Financial instruments
Financial instruments are recorded at fair value. Following a review of all
financial instruments used by the group, one hedge contract was
considered as speculative according to IAS 39, and for which gains or
losses shall be recorded in the income statement. The other contracts
consist of cash flow hedges for which the effective portion of gains or
losses is recorded as a change in reserves and the noneffective portion in
the income statement.
3.5.20 Commitments to minority shareholders
In compliance with IAS 32, put options granted by GL events to minority
shareholders of fully consolidated subsidiaries are recorded as debt at fair
value which is to say the price for buying out the minority interests. In the
absence of an accounting doctrine concerning the recognition of the
counterpart of this debt and pending clarification concerning a position of
IFRIC on this issue, the group decided to recognize the debt with a reverse
entry under minority interests, with the difference recognized under
goodwill. This debt has not been revalued because it represents a
nonsignificant amount.
3.5.21 Revenue recognition
Revenue from trade shows, exhibitions and events is
recognized over their period subject to the terms and
conditions of the contract. Revenue from Global
Services is recognized when the result of the
transaction can be determined with reliability and on a
percentage-of-completion-basis for services rendered
by the group. Down payments invoiced before these
dates are recorded under prepaid income.
For rental contracts with no defined term and for
long-term rental contracts, sales are recognized on a
monthly basis.
Concerning the sale of Capitalized rental assets, the
corresponding income is shown under net sales and
the net book value is recorded under operating
expenses.
3.5.22 Net earnings per share
Net earnings per share in the consolidated income
statement correspond to net income divided by the
average number of shares for each period concerned.
The data for the last three years is as follows:
> 2003 = 12,729,439
> 2004 = 13,547,845
> 2005 = 13,896,517
3.5.23 Fully diluted net earnings per share
Fully diluted earnings per share are calculated on the basis of the
weighted average number of shares outstanding plus the total number of
stock options (allocated or remaining to be allocated).
For the last three years, these were as follows:
> 2003 = 13,389,580
> 2004 = 14,444, 496
> 2005 = 14,596,512
3.5.24 Consolidated cash flows:
The consolidated cash flow statement has been presented in compliance
with IFRS 1 and includes notably the following rules:
> Gains and losses on disposal of fixed assets are net of tax,
> Depreciation of current assets are presented under changes in cash
flows in connection with current assets,
> Net cash flows from the acquisition and disposal of subsidiaries
corresponds to the purchase price less the outstanding amount not yet
paid and net available cash and cash equivalents (or increased by current
borrowings) on the acquisition date. The same approach is applied for
disposals,
> Cash and cash equivalents at the beginning of the year and at year-end
correspond to liquid assets (bank and cash, marketable securities) minus
current liabilities and borrowings(short-term bank loans and overdrafts,
Dailly law receivables less bills of exchange discounted before maturity).
These items do not include current account advances to non-consolidated
companies.
P. 102
NOTE 4 > INTANGIBLE ASSETS
Cost (€ thousands)
31/12/04
Goodwill
Software, concessions, patents
TOTAL COST
Accumulated amortization
and provisions
(€ thousands)
108,326
9,505
213
118,045
31/12/04
Changes
in scope
47,407
1,663
38
49,108
Increases
Decreases
1,807
3
1,810
(3,279)
(3,279)
Changes
in scope
Increases
Decreases
Translation
adjustments /
reclassifications
31/12/05
(67)
(43)
27
(84)
155,666
9,652
281
165,600
Translation
adjustments /
reclassifications
31/12/05
Software, concessions, patents
(6,990)
(124)
(681)
(35)
(1,197)
(25)
3,319
24
(10)
(5,526)
(194)
TOTAL AMORTIZATION EXPENSES
(7,114)
(716)
(1,222)
3,319
14
(5,719)
NOTE 5 > PROPERTY, PLANT AND EQUIPMENT (EXCLUDING RENTAL ASSETS)
Cost (€ thousands)
31/12/04
Land
Land /capital leases
Buildings
Buildings /capital leases
TOTAL
Installations, machinery
and equipment
/capital leases
Assets under construction
TOTAL COST
GROSS TOTAL
Diminution
17,684
8
10,014
1,539
12,298
19,890
1,972
(363)
37,574
1,980
11,153
25,287
455
6,628
1,205
3,276
1,315
36
37,791
50,089
583
7,666
45,241
31/12/04
Installations, machinery
and equipment
/capital leases
TOTAL
TOTAL DEPRECIATION EXPENSES
Increases
745
Accumulated depreciation and
provisions (€ thousands)
Buildings
Buildings /capital leases
TOTAL
Changes
in scope
(2,974)
(428)
(3,402)
Changes
in scope
(14,109)
Translation
adjustments/
reclassifications
31/12/05
(363)
(261)
36
(338)
(36)
(599)
18,176
36
31,175
1,503
50,890
(327)
(3,321)
(681)
1,108
11,806
32,979
224
412
5,118
7,098
(3,648)
(4,011)
(589)
(162)
(760)
1,539
442
46,766
97,656
Increases
Diminution
Translation
adjustments/
reclassifications
31/12/05
363
(99)
(14,109)
(1,115)
(64)
(1,180)
363
(99)
(17,934)
(492)
(18,426)
(8,258)
(16,596)
(106)
(3,843)
(1,052)
(3,541)
365
2,743
461
(305)
(8,589)
(21,542)
(670)
(25,524)
(28,926)
(3,949)
(18,058)
(145)
(4,738)
(5,917)
3,108
3,471
156
58
(815)
(30,946)
(49,372)
P. 104
NOTE 6 > RENTAL ASSETS
Net (€ thousands)
31/12/04
COST
Rental inventories
Capitalized rental assets.
Rental equipment /capital leases
TOTAL
15,275
94,307
2,930
112,513
ACCUMULATED DEPRECIATION AND PROVISIONS
Rental inventories
(6,024)
Capitalized rental assets.
(50,815)
Rental equipment /capital leases
(2,475)
TOTAL
(59,313)
NET
53,200
Changes
in scope
Increases
Decreases
Translation
adjustments /
reclassifications
156
273
16,072
(366)
(10,723)
(96)
755
156
16,345
(11,089)
659
(1,278)
(14,214)
(275)
(15,767)
578
515
7,968
152
(359)
8,483
(2,606)
(208)
451
(145)
(145)
11
31/12/05
15,087
100,567
2,930
118,584
(6,635)
(57,566)
(2,750)
(66,951)
51,633
NOTE 7 > INVESTMENTS AND OTHER NON-CURRENT ASSETS
Net (€ thousands)
31/12/04
Non-consolidated investments
Deposits and guarantees
Other non-current assets
Provisions for impairment
of investments
Provisions for impairment of other
non-current assets.
TOTAL NET
1,893
2,285
305
Changes
in scope
18
259
Increases
7,357
326
382
Decreases
(455)
(239)
(15)
Translation
adjustments /
reclassifications
1
1
140
(101)
(6)
4,376
31/12/05
8,796
2,391
1,070
(101)
277
8,064
(709)
142
(6)
12,150
NOTE 8 > INVENTORIES AND WORK-IN-PROGRESS
(€ thousands)
31/12/05
31/12/04
Consumables
Work-in-progress
Goods for resale
GROSSTOTAL
7,964
5,319
1,392
14,675
7,562
5,819
892
14,273
Provisions
TOTAL NET
(1,213)
13,462
(871)
13,402
NOTE 9 > TRADE RECEIVABLES AND RELATED ACCOUNTS
(€ thousands)
31/12/05
31/12/04
Trade receivables
116,901
98,291
Provisions
NET TRADE RECEIVABLES
(6,264)
110,637
(5,984)
92,308
The growth in trade receivables reflects the impact of acquisitions and the seasonal effect of a certain number of major projects.
NOTE 10 > OTHER RECEIVABLES
(€ thousands)
Advances and downpayments on outstanding orders
31/12/05
31/12/04
1,193
766
Social security receivables
Tax receivables
Current account advances to non-consolidated
companies
Other trade receivables and equivalent
Deferred charges
517
18,736
509
12,528
310
4,907
4,487
5,517
6,275
3,175
Provisions for current accounts
Provisions for other receivables
TOTAL
(35)
(375)
29,740
(35)
(322)
28,413
P. 106
NOTE 11 > DEFERRED AND CURRENT TAXES
The evolution of the tax expense is as follows:
(€ thousands)
31/12/05
31/12/04
PROFIT BEFORE TAX
31,152
23,511
Current tax
Deferred tax
TOTAL TAX CHARGE
TAX RATE (%)
7,638
2,397
10,035
32,21%
8,484
(918)
7,566
32,18%
The tax calculation is as follows:
Profit before tax
Tax rate in France not including 3.3% contribution
THEORETICAL TAX
31,152
33,83%
10,539
Deducted/added back to income
Amortization of goodwill
Differences in tax rates
Tax group adjustments
3.30% contribution and the exceptional tax on the
reclassification of the long-term capital gains reserve
Companies benefiting from tax exemptions
Unrecognised tax losses
ACTUAL TAX CHARGE
Breakdown of the income tax charge between
France and foreign subsidiaries (€ thousands)
French companies
Foreign companies
TOTAL
Deferred tax assets and liabilities (€ thousands)
Deferred tax assets
NET DEFERRED TAX ASSETS (LIABILITIES)
343
(98)
(703)
(303)
175
(178)
260
10,035
Current operating
income
13,290
17,862
31,152
31/12/05
7,932
(2,535)
5,397
Corresponding
tax charge
Effective
tax rate
Net income
36,2%
29,3%
32,2%
8,483
12,634
21,117
31/12/04
Changes in scope
and translation
adjustments
Income
(expenses) 2005
6,144
(2,060)
4,084
3,758
(48)
3,710
(1,970)
(427)
(2,397)
(4,807)
(5,228)
(10,035)
Deferred tax assets and liabilities
by nature (€ thousands)
Short-term gains in deferred over 13 years
Other depreciation differences
Loss carryforwards
Provisions
Retirement indemnities
‘Organic’ fund and social housing tax
Employee profit-sharing
Special excess depreciation
Other
TOTAL
31/12/05
31/12/04
(860)
2,649
1,814
481
984
266
196
(59)
(73)
5,397
(1,124)
3,237
937
(248)
712
204
284
(228)
311
4,084
Changes in scope
and translation
adjustments
Income
(expenses) 2005
263
(2,535)
(173)
258
40
61
(88)
134
(357)
(2,397)
1,948
1,050
471
232
1
35
(26)
3,710
Group loss carryforwards not taken into account in the calculation of deferred tax totalled €2,421,000. This represents an unrecognised
deferred tax of €640,000.
NOTE 12 > CASH AND CASH EQUIVALENTS
(€ thousands)
31/12/05
Bank and cash
TOTAL CASH AND CASH EQUIVALENTS
87,848
58,191
22,382
110,229
15,852
74,042
The fair value of marketable securities on 31 December was €87,840,000.
On 31 December 2005 the portfolio broke down as follows:
(€ thousands)
Money market funds
French equities
Investment accounts
TOTAL
78,558
115
9,175
87 848
31/12/04
P. 108
NOTE 13 > CAPITAL STOCK
The Board of Directors' meeting of 11 March 2005 recorded the capital
increase of €546,000 through the cash contribution resulting from the
exercise of 136,500 stock options and a capital increase of €20 following
the exercise of ten warrants resulting in the creation of five new shares.
The Board of Directors’ meeting October 28, 2005 recorded the capital
increase of:
> €34,800 through the issuance of cash shares following the exercise of
8,700 stock options,
> €134,552 pursuant to the exercise of 67,276 warrants resulting in the
creation of 33,638 new shares.
The Board of Directors' meeting of 9 December 2005 recorded the capital
increase of:
> €6,116,864 through the issuance of cash shares and the subscription of
1,529,216 shares,
> €134,000 through the issuance of cash shares pursuant to the exercise
of 33,500 stock options
> €65,616 through the exercise of 32,808 warrants resulting in the
After 9 December 2005 and before 31 December 2005:
> 12,300 stock options were exercised resulting in a capital increase of
€49,200,
> 16,138 warrants were exercised resulting in the creation of 8,069 new
shares at €4 per share.
The share capital on 31 December 2005 was consequently €61,449,740
divided into 15,362,435 shares at €4 per share.
All the 620,000 stock options voted by the shareholders' meetings of 3
October 1998 and 10 December 2001, had been granted on 31 December
2005. Out of these 620,000 options, on 11 March 2006, 448,850 had been
exercised and 134,000 remained outstanding.
On 31 December 2005, there were 948,554 warrants outstanding
conferring rights to subscribe for 474,277 new GL events shares on the
basis of one new share at €4 per share for two warrants
NOTE 14 > COMMITMENTS AND CONTINGENCIES
(€ thousands)
31/12/04
Provision for employee-related risks
Provision for tax contingencies
Provision for post-retirement benefits
Other provisions
TOTAL
590
924
2,104
1,593
5,211
Non-current provisions
Current provisions
2,104
3,107
Allowances
of the financial year
Changes
in scope
1,219
Reversals
Amount
Amount
used
not used
Other
changes
2,256
3,219
6,695
727
176
269
759
1,932
(578)
(543)
(117)
(550)
(1,788)
(60)
(191)
(30)
(474)
(509)
1,823
556
4,483
4,488
11,350
2,256
4,439
269
1,663
(117)
(1,677)
(191)
(30)
(479)
4,483
6,867
1,824
108
(1,394)
(394)
Operating allowances and reversals
Allowances and reversals for tax charges
(131)
(1)
(5)
31/12/05
(191)
Other provisions concerned amounts set aside for contingencies related to breach of contract with suppliers associated with
Hungexpo for approximately €3 million.
NOTE 15 > LOANS AND BORROWINGS
Changes
in scope
(€ thousands)
31/12/04
Increase in.
non-current
borrowings
Property leases
Other capital leases
Financial instruments
Other financial liabilities
NON-CURRENT DEBT
CURRENT DEBT
TOTAL LOANS AND BORROWINGS
1,096
111,415
1,039
671
681
538
115,440
8,883
124,323
13
210
222
117
80,341
3,359
83,700
Marketable investment securities.
Bank and cash
CASH AND CASH EQUIVALENTS
(58,191)
(15,852)
(74,042)
(3,100)
(781)
(3,881)
(26,566)
(5,186)
(31,752)
50,281
(3,658)
51,948
NET DEBT
80,000
224
13
Reimb. of.
current
borrowings
(95)
(27,402)
(312)
(707)
(15)
(192)
(28,723)
(28,723)
(28,723)
Other
changes
31/12/05
453
(17)
436
1,001
164,466
951
(36)
679
464
167,524
12,435
179,959
9
(563)
(554)
(87,848)
(22,382)
(110,229)
(118)
69,729
453
(0)
P. 110
Net debt by foreign currency
Non-current debt
(€ thousands)
TOTAL EURO ZONE
USD
CAD
CHF
GBP
HUF
HKD
TOTAL NON-EURO DEBT
TOTAL
126,780
Current debt and
short-term
bank loans
43,870
Cash and
cash equivalents
Net debt
(102,947)
67,703
(2,979)
(358)
(784)
6,452
696
(1,000)
2,026
69,729
6,760
1,534
1,015
6,760
2,549
(2,979)
(358)
(784)
(1,842)
(319)
(1,000)
(7,282)
133,540
46,419
(110,229)
Breakdown between current and non-current debt
(€ thousands)
Property leases
Other capital leases
Financial instruments
Other financial liabilities
Short-term bank loans and overdrafts
TOTAL
31/12/05
1,001
164,466
951
(36)
679
464
12,435
179,960
Amounts due
in less than 1 year
100
32,818
326
(36)
679
98
12,435
46,419
Amounts due in more
than 1 year
& less than 5 years
452
106,330
599
Amounts due
in more than 5 years
449
25,318
26
366
107,747
25,793
NOTE 16 > REVENUES
The distribution of net sales by division and region for the last two years is as follows:
(€ thousands)
2005
2004
Services
TOTAL
285,085
149,071
434,156
273,095
82,379
355,474
France
Other European countries
Other countries
TOTAL
289,170
122,998
21,988
434,156
249,500
92,154
13,820
355,474
NOTE 17 > OTHER OPERATING INCOME
“Other operating income” breaks down as follows:
(€ thousands)
Reversals/ commitments and contingencies
Reversals/provisions for rental equipment
Other reversals/provisions for current assets
Disposal of securities
Investment grants
Other income
TOTAL
2005
2004
1,468
515
1,744
1,576
472
2,038
7,813
1,521
1,110
2,127
1,819
495
1,889
8,961
NOTE 18 > RAW MATERIALS AND CONSUMABLES AND OTHER EXTERNAL CHARGES
This item breaks down as follows:
(€ thousands)
Non-stock purchases
Subcontracting and external personal
Equipment and property rental
Travel and entertainment expenses
Other purchases and external charges
TOTAL
2005
(38,684)
(125,306)
(28,522)
(19,097)
(46,260)
(257,869)
2004
(36,092)
(94,741)
(28,455)
(17,014)
(29,917)
(206,219)
P. 112
NOTE 19 > ALLOWANCES FOR DEPRECIATION AND RESERVES
(€ thousands)
Allowances for depreciation and reserves/tangible assets
Allowances for depreciation and reserves/rental equipment
Allowances for commitments and businesses
Allowances for depreciation of other current assets
2005
2004
(7,034)
(15,731)
(1,824)
(1,854)
(26,443)
(5,277)
(15,708)
(1,345)
(2,404)
(24,733)
2005
2004
(455)
(790)
(1,547)
(2,792)
(1,951)
(935)
(2,054)
(4,940)
2005
2004
15,592
17,615
33,207
18,568
7,021
25,590
NOTE 20 > OTHER OPERATING EXPENSES
(€ thousands)
Book value of securities sold
Losses on nonrecoverable receivables
NOTE 21 > OPERATING PROFIT BY BUSINESS
(€ thousands)
Services
TOTAL
NOTE 22 > NET FINANCIAL EXPENSE
Net financial expense breaks down as follows:
(€ thousands)
2005
2004
1,366
892
(3,960)
(64)
(656)
(222)
(2,644)
20
302
672
(389)
(16)
589
(2,055)
739
1,016
(2,516)
(73)
(1,128)
(284)
(2,246)
154
399
131
(370)
(146)
168
(2,078)
(€ thousands)
2005
2004
BREAKDOWN BY DIVISION
Holding
Services
TOTAL
74
1,825
700
2,599
42
1,743
344
2,130
BREAKDOWN BY FUNCTION
Management
Sales staff
Project managers
Support services
Engineering staff
Technicians
Operating staff
TOTAL
79
481
216
384
147
1,037
255
2,599
68
361
190
320
136
848
207
2,130
BREAKDOWN BY CATEGORY
Senior executives
Managers
Employees
Supervisors
Workers
TOTAL
54
616
763
579
587
2,599
55
523
487
512
552
2,130
Net income from the sale of marketable securities
Other interest and similar income
Interest expense on non-current borrowings
Interest expense on capital leases
Other interest expense
Other financial charges
NET INTEREST EXPENSE
Reserves written back to income
Financial income from participating interest
Currency gains
Currency losses
Allowances for amortization and reserves
OTHER FINANCIAL INCOME AND EXPENSE
NOTE 23 > NUMBER OF EMPLOYEES
P. 114
NOTE 24 > REMUNERATION OF DIRECTORS AND OFFICERS
Remuneration of members of the Board of Directors
and the Executive Committee (refer to the section on
Corporate Governance for the list of members) during
the period totalled €1,692,000.
Damien BERTRAND is entitled to severance benefits
in event of his departure. If revoked from his position
as Managing Director of GL events or if he resigns
from this position pursuant to material changes to the group's strategic
orientations with which he disagrees, he will be entitled to compensation
equivalent to 18 months of gross compensation.
There are no other pension liabilities or comparable benefits in favour of
other current and former directors and officers. In addition, no advances
or credit facilities have been granted to directors and officers.
NOTE 25 > OFF-BALANCE SHEET COMMITMENTS
1. COMMITMENTS
(€ thousands)
COMMITMENTS GIVEN Joint security, miscellaneous guarantees
COMMITMENTS RECEIVED
Total
Other investments
42
None
Other
42
In compliance with the principles for the presentation of notes, off-balance sheet commitments between consolidated companies are
not indicated here.
2. CONCESSION ROYALTIES AND PROPERTY LEASE PAYMENTS - NONCANCELABLE PORTIONS
(€ thousands)
Exhibition and convention centres
Property leases
< 1 year
3,525
8,976
1 - 5 years
10,019
18,787
> 5 years
45,068
4,585
In general, concession agreements provide for the payment of lease payments corresponding to variable amounts generally based on
pre-tax earnings.
3. DEBT GUARANTEE BY COLLATERAL
(€ thousands)
Bank loans
Bank loans
TOTAL
Guarantee debts
Nature of the guarantee
None
98
98
Pledges and mortgages
Pledge of financial instruments
4. OTHER COMMITMENTS
An investment commitment of €2,199,000 in favour of the Barcelona International Convention Center.
In connection with the acquisition of Hungexpo, GL events has a commitment to invest €20 million in the exhibition centre between
now and 2010.
NOTE 26 > OTHER RISKS
FOREIGN EXCHANGE RISK
Most of GL events’ purchases are in France or
Euroland countries. As such, it is not subject to
foreign exchange risk for most of its business.
As regards major international contracts, specific
attention is paid to foreign exchange risk, and hedging
is used on a case-by-case basis.
Foreign subsidiaries do not generate a regular flow of
business that could constitute a structural risk.
Expenses incurred by foreign subsidiaries are local
Devise
(expressed in € thousands)
Currency
BALANCE SHEET
Assets in foreign currency
Liabilities in foreign currency
NET POSITION BEFORE HEDGING
OFF-BALANCE SHEET ITEMS
NET POSITION AFTER HEDGING
charges, most of which are paid in the same currency as the currency of
the customer's payment.
The equipment of foreign subsidiaries consists of durable goods (structures, platforms, screen walls, furniture, etc.). GL events is always able to
transfer them to another structure without their intrinsic value being
reduced as a result of the fluctuation of foreign currency rates.
As a result, foreign exchange risk is considered moderate.
USD
CAD
GBP
CHF
HUF
HKD
5,541
(2,742)
2,799
3,244
526
(329)
197
0
34,491
(12,879)
21,612
20,858
1,144
(1,248)
(104)
(64)
56,731
(20,220)
36,511
36,511
3,581
(3,295)
286
660
P. 116
INTEREST RATE, CREDIT AND EQUITY MARKET RISKS
The management of risks related to treasury activities
and foreign exchange rates is subject to strict rules
defined by the Group Management. According to these
rules, the Finance Department systematically pools
liquid assets, positions and the management of
financial instruments. Management is assured
through a cash department responsible for daily
monitoring of limits, positions and validation of results.
Characteristics of securities
issued or debt contracted
Medium-term fixed rate debt that may become floating
on rolling 3 month Telerate 20052
Medium-term debt indexed on 1, 3 and 12-month Euribor
Medium-term debt/ Libor
Other medium term debt
Capital lease debt / Euribor 3 months
Other capital lease debt
Other borrowings
TOTAL AVERAGE DEBT (CURRENT PORTION) UNDER A YEAR
Interest rate risk on 31/12/04 for
average floating rate debt (€ thousands)
BALANCE SHEET
FINANCIAL ASSETS
FINANCIAL LIABILITIES
Medium-term fixed rate that may become variable
on sliding 3-month Telerate 20052
Medium-term indexed on 1, 3 or 12 month Euribor
Medium term indexed on Libor
Capital leases indexed on 3 month Euribor
Other borrowing
INTEREST RATE HEDGES
Most debt is indexed on three-month rates. Occasionally, all or some of
the variable-rate long-term debt may be hedged. Risk is considered low
given the volume of the debt, market forecasts and the amounts already
hedged.
Net floating-rate debt is presented in the table below.
Fixed
/floating-rate
floating rate
floating rate
floating rate
fixed rate
floating rate
fixed rate
floating rate
floating rate
Balance on
31/12/05
Total debt:
average debt
< one year (€ thousands)
221
139,657
7,425
315
750
988
755
12,435
162,546
Term
Recourse
to hedging
2006
2006 to 2012
2007 to 2011
2006
2013 and 2016
2006 to 2012
2006 to 2010
2006
Yes
Partial
No
No
Partial
No
No
Yes
Net average interest bearing debt maturing in:
less than 1 year
-
-
734
154,902
8,294
786
1,143
12,435
178,294
(55,734)
122,561
139,657
7,425
750
755
12,435
161,243
(75,221)
86,022
1 - 5 years
more than 5 years
-
-
221
71,829
3,760
559
73
30,960
1,412
396
76,220
(37,778)
38,442
32,769
32,769
On 31/12/2005, hedging instruments used consisted
of tunnel type derivatives both zero-premium or with
premium payment. These hedging contracts are
concluded for two-year periods with redemption at
term.
Average unhedged net floating-rate current debt is
€86,022,000 representing 53% of the total amount.
Given the money market funds of €87,732,000 which
also covers part of this risk, exposure to interest rate
risk is considered low.
Equity market risk on 31/12/05 (€ thousands)
Interest rate risk on short-term bank loans is partially hedged by the
aggregation of the interest rate ladder of bank account balances that offsets overdrafts by bank credit balances.
The group also holds shares in publicly traded companies whose total
market value fluctuates in line with financial market trends, the valuation
of the respective sectors of activity of these companies, economic data
and the companies’ individual financial data. Because the amount of these
holdings is insignificant, it does not give rise to material risks.
The net value of the equity portfolio is presented below.
France
Other markets
EQUITIES (New Market equities)
OFF BALANCE SHEET
115
115
-
-
115
-
RISK CONCERNING BANK COVENANTS
Some of the group's non-current borrowings
representing €81,888,000 at year-end representing
73% of total non-current borrowings are subject to
ratios imposed by bank covenants.
These ratios are monitored on a semi-annual basis.
Data on 31 December 2005 remains below the
maximum levels imposed by these ratios. In
consequence, risks concerning bank covenants are
considered marginal.
Net debt corresponds is defined as follows: Non-current borrowings +
short-term bank loans – marketable securities – bank and cash. Details
on these balance sheet items are presented in note 15 of the consolidated
financial statements and represented a total of €49,410,000 at year-end.
Non-current borrowings totalled €167,524,000 on 31/12/2005.
Non-current borrowings (less the current portion of long-term debt)
totalled €133,541,000 on 31/12/2005.
Three ratios are imposed by these bank covenants:
Shareholders' equity consists of the following balance sheet items: share
capital + reserves + translation adjustments + net income for the period +
minority interests. At year-end, shareholders equity totalled €179,391,000.
RATIO 1 : Net debt (non-current borrowings minus the
current portion)/equity must be less than or equal to
between 100% and 133% according to the contracts.
At 2005 year-end the balance sheet totalled €543,948,000.
RATIO 2 : Net debt must be less than or equal to
between 3.5 and 4 years of cash flow according to the
contract.
RATIO 3 : Equity / Total balance sheet must be greater
than 25%.
Cash flow is analysed in the consolidated cash flow statement and at yearend totalled €44,283,000
P. 118
On 31 December 2005, the ratios for the consolidated
financial statements were as follows:
RATIO 1 :
- Net debt / equity = 38.9%
- Non-current borrowings (excluding the current
portion of long-term debt) /equity = 74.4%
RATIO 2 :
- Net debt / cash flow = 1.57
- Non-current borrowings (excluding the current
portion)/cash flow = 3,02
- Non-current borrowings /cash flow = 3.78
RATIO 3 :
- Equity/total assets = 32.98%
These bank covenants are currently in the process of
being renegotiated for the purpose of harmonization
and simplification.
CLIENT RISKS
Client risks are low for three reasons.
> GL events’ service-oriented culture has focused on
satisfying the needs of its clients. Beyond the purely
contractual relationships with its clients, GL events
believes that the anticipating market needs, the
flexibility of teams, creativity, and the need to always
keep project deadlines to strengthen its long-term
relationships with organizers, exhibitors and other
client enterprises.
> The quality of the rented equipment GL events is
able to make available for events, excellent
maintenance of convention centres and exhibition
parks and its focus on compliance with existing
standards.
> A balanced client mix. For fiscal year 2005, only
two clients accounted for more than €10 million in
sales, 8 accounted for between €2 million and €10
million and 5 between €1 million and €2 million. The
top 10 clients represented 14% of consolidated 2005
net sales (versus 22% in 2004, 27% in 2003 and 26%
in 2002), the top 15 clients represented 15% of net
sales.
SOURCING RISKS
Sourcing risks are low. The first category of suppliers is comprised of
subcontractors who furnish GL events’ teams additional labour for events
while in all cases, engineering, supervision and technical supervision
remains under the direct responsibility of GL events.
Among the other significant suppliers (textile, carpets, wood, structure,
etc.) there is no position of dependency that could have a significant
impact on the group's development.
The impact of variations in the price of oil on the cost of transport and
other raw materials does not entail a major risk for operations.
OPERATING RISK
From the selection of investments to the modus operandi used to
implement projects, GL events’ internal policy is to control and master the
risks assumed, both with the personnel involved and the public that will
use the facilities.
Accordingly, special attention is paid to the preparation of projects and
anticipating potential problems.
Concerning of certain activities involving building facilities to receive the
public, safety committees are required in all cases.
For the installations of grandstands, inspection by an independent outside
entity is requested in all cases.
GL events undertakes to satisfy its clients’ needs by furnishing services
that, taken independently and as a whole, meet the standards of each
trade and must be used in accordance with established rules. It is the
responsibility of clients to ensure that these rules of usage are complied
with during events. GL events insures its liability through a group civil
liability policy.
In addition, business risk must be assessed by taking account of the
seasonal nature of the activity and the diverse geographic locations of
projects implemented.
Overall, business risk is considered to be low.
MARKET RISKS
The markets of fairs, exhibitions and events is based
on the need for people to meet in order to exchange
and share knowledge, leisure, points of view, etc. We
believe that new communications means such as the
Internet and cell phones reinforce (rather than
reduce) the need for meetings. The trade show and
exhibition market is a largely recurring market and
the major events benefit from promotion by the
development of media.
EMPLOYEE-RELATED RISK
GL events' business is not subject to specific employee-related risks.
Processes and controls, particularly concerning employment, are well
managed and comply with industry standards.
The group is a defendant in a limited number of employee-related suits.
While the outcome of these procedures is not known, adequate provisions
have been made to cover contingent risks at levels that will not adversely
affect the group's financial situation.
There were no employee-related disputes in year 2005.
Risks associated with civil disorder, conflicts, health
crises may occasionally prevent events from being
held.
GL events bases its activities and assets in countries
deemed to be politically and economically stable. The
possibility of transferring assets from one country to
another and the frequent international nature of
clients reduces risks in the event that problems arise.
For this reason, such risk is considered to be
structurally marginal.
LEGAL AND TAX RISKS
In the normal course of its activities, the group is a
party in a number of legal proceedings and disputes.
Although the final outcome of these procedures
cannot be ascertained with certainty, the group
estimates the potential outcome and the
corresponding amounts are covered by provisions for
contingencies and commitments.
The obligations that could result from the settlement
of these disputes should not have a significant
adverse effect on the group’s financial position or
consolidated earnings.
INDUSTRIAL AND ENVIRONMENTAL RISKS
GL events manages the elements necessary to its operating in accordance
with regulations in effect. As GL events’ activities are geared towards the
provision of services, the company has not identified any major
environmental risks.
SUBCONTRACTING
Group customers are the end users of the services provided. GL events
systematically works under its own responsibility. Article 1 of Law No. 751334 of 31/12/75 defines subcontracting as "an action whereby a
contractor subcontracts under its responsibility to another party referred
to as the subcontractor all or part of the performance of the works or
public procurement contract with the project owner". In other words, it is
"the action whereby a contractor charges another party to perform on its
behalf according to certain specifications a portion of the production and
services for which it retains final financial responsibility". In consequence,
GL events sales does not include subcontracting revenue.
P. 120
FIRE :
INSURANCE COVERAGE
All of GL events’ risks are covered by co-insurers.
The main insurance policies and insured amounts are
as follows:
CIVIL LIABILITY :
All damages included: €15 million per incident and
per insurance year,
Excess civil liability: all damages, €15 million per
incident and per year in excess of the €15 million
under the master policy.
Buildings: €45.4 million
Rental equipment: €92 million
Furniture, fittings and merchandise: €23.5 million
Other property damage: €9.4 million
Liability: €7.5 million
Investments: €7 million
Expenses and losses: €3.8 million
AUTOMOBILE FLEET :
509 vehicles, 65 trucks and 114 trailers
Insurance premium paid in 2005 totalled €4,258,000
NOTE 27 > CASH FLOW STATEMENT
For 2005, net cash flows from the acquisition and disposal of subsidiaries broke down as follows:
Disbursements for shares acquired in the period
Disbursements for prior acquisitions and minority interests
Net cash provided from acquisitions
NET CASH
(71,091)
(4,576)
3,660
(72,007)
NOTE 28 > TREASURY SHARES
Within the framework of the share repurchase program renewed by the General Meeting of 30 November 2004, the following
transactions were undertaken during the course of 2005 :
(Number of shares)
Treasury stock
Liquidity agreement for 50% of the float
until 30 September 2005 and 100% thereafter
31/12/2004
acquisitions
disposals
0
10,350
31/12/2005
0
220,101
210,954
19,497
At year-end there were 19,497 treasury shares held within the framework of the program destined to assure the liquidity of the shares.
These shares were purchased at an average price of €28.62 per share and represented 0.13% of the share capital. Execution fees
incurred for these transactions totalled €24,395. Treasury shares for a value of €546,000 have been eliminated under reserves and the
net income.
NOTE 29 > INFORMATION ON RELATED PARTIES
The consolidated financial statements include all companies within the scope of consolidation (see note 34). Société Polygone SA is
the parent company. Related party transactions concerned primarily management services invoiced by Polygone SA to GL events,
where Olivier GINON, Olivier ROUX and Erick ROSTAGNAT served as directors for both companies.
Nature
General management services
Interest on current account loans
Miscellaneous services
Company
Income (Expenses)
Polygone SA
Polygone SA
Other companies
(1,173)
6
3
NOTE 30 > ANALYSIS OF IMPACT OF CHANGEOVER FROM FRENCH GAAP TO IFRS
In light of the publication of a comparison for 2004, GL
events has produced a financial report for 2004 for the
changeover to IAS/IFRS presenting the forecasted
impact of IFRS on:
> the transition balance sheet of 1 January 2004, on
which the final impact of the transition will be
recorded under shareholders' equity;
> an analysis on 31 December 2004 of the balance
sheet prepared on the basis of French GAAP vs.
IFRS;
> an analysis of the 2004 income statement
prepared on the basis of French GAAP vs. IFRS;
> an analysis of the cash flow statement on 31
December 2004 prepared on the basis of French
GAAP vs. IFRS;
> an analysis of the shareholders' equity changes
statement on 1 January 2004 and on the 31
December 2004 prepared on the basis of French
GAAP vs. IFRS
RESTATEMENTS IN CONNECTION WITH THE FIRST-TIME APPLICATION
OF IAS / IFRS
As provided for under IFRS 1 First-time application of international
financial reporting standards, for its opening balance sheet, the group has
decided to:
> continue to apply historical costs for non-current assets and in
consequence not proceed with their remeasurement;
> apply IAS 32 and 39 on financial instruments as of the 2004 financial
year;
> restate business combinations occurring prior to 1 January 2004 ;
> opt for the elimination of translation adjustments on 1 January 2004,
relating to translation into euros of the financial statements of
subsidiaries with another operating currency
> apply IFRS 2 share-based payment for plans implemented after 7
November 2002.
P. 122
IMPACT OF THE CHANGEOVER TO IAS / IFRS
The principal impact of the application of the new
standards, beyond changes of form in the
presentation of financial statements is relatively
limited and concerned:
> goodwill that as of 1 January 2004 will no longer be
amortized ;
> the cancellation of deferred charges and pre-opening costs;
> application of IAS 16 and IAS 2 and the new approach for the
amortization and depreciation of rental assets; this adjustment was
recognized after the first-time presentation of the transition to IFRS
when the 2005 interim financial statements were published and
represented a decrease in shareholders' equity of €3.4 million on
1 January 2004 and in net income of €0.03 million for fiscal year 2004.
IMPACT ON THE BALANCE SHEET ON 01/01/2004
ASSETS
(€ thousands)
01/01/04
Net
French
GAAP
Goodwill
Property, plant and
equipment
Rental assets
Investments and other
non-current assets
Deferred tax assets
NON-CURRENT ASSETS
175,045
Inventories and work-inprogress
Trade receivables
Other receivables
Deferred charges
Bank and cash
CURRENT ASSETS
11,345
84,116
19,119
2,089
6,825
43,904
11,735
179,133
TOTAL
354,178
IAS 1
Reclassification
96,596
2,787
IAS 38
IAS 38
Preopening
costs
Start-up
costs and
deferred
charges
IAS 16
/IAS 2
IFRS 3
Impairment
of assets
Minority
interests /
amortization
of goodwill
IAS 32/39
IAS 19
01/01/04
Net
Financial
instruments
Provisions
for postemployment
benefits
IFRS
185
(320)
(6)
9,623
9,383
52,917
(434)
96,780
2,027
(4,716)
9,623
9,383
48,201
3,738
2,089
2,089
1,290
970
181
175
1,806
(3,344)
169
169
185
(110)
3,738
5,534
175,288
11,235
84,116
19,119
(2,089)
(3,365)
(527)
2,933
43,703
11,735
172,841
(201)
(2,089)
(3,365)
(527)
(110)
(2,395)
(353),
(3 454)
(201)
185,
(201)
169
348,128
LIABILITIES &
SHAREHOLDERS'
EQUITY
(€ thousands)
Share capital
Translation adjustments
Net income for
the period
SHAREHOLDERS'
EQUITY BEFORE
MINORITY INTERESTS
MINORITY INTERESTS
TOTAL SHAREHOLDERS' EQUITY
Commitments and
contingencies
Borrowings and other
financial debt
NON-CURRENT
LIABILITIES
01/01/04
French
GAAP
IAS 1
Reclassification
IAS 38
IAS 38
Preopening
costs
Start-up
costs and
deferred
charges
IAS 16
/IAS 2
IFRS 3
Impairment
of assets
Minority
interests/
amortization
of goodwill
IAS 32/39
IAS 19
IFRS 1
01/01/04
Financial
instruments
Provisions
for postemployment
benefits
Translation
reserve
IFRS
54,147
54,147
53,373
(2,789)
(1,916)
(350)
(3,454)
(793)
(329)
(2,789)
2,789
12,759
12,759
117,491
2,989
(1,916)
(479)
(350)
(1)
(3 454)
120,480
(2,395)
(350)
(3,454)
4,105
2,221
(793)
(329)
(793),
(329)
(309)
501
(3)
185
(2,723)
(2)
901
61 015
110,649
2,694
185
63,738
6,326
43,743
0
(2)
592,
0
113,343
1,883
1,907
64,640
498
68,429
Commitments and
contingencies
Current borrowings
Adv. & downpayments
Trade payables
Tax and employeerelated liabilities
Other liabilities
Accrued expenses
CURRENT LIABILITIES
4,573
54,604
4,573
54,604
34,688
10,016
24,226
227,372
34,688
10,016
24,226
166,356
TOTAL
354,178
88,411
10,853
2,723
(63,738)
2,723
24,673
10,853
(61,015)
(2,395)
(353)
(3,454)
185
(201)
169
348,128
P. 124
IMPACT ON THE BALANCE SHEET ON 31/12/2004
ASSETS
(€ thousands)
Goodwill
Other intangible
assets
Property, plant and
equipment
Other tangible fixed
assets
Rental assets
01/01/04
French
GAAP
IAS 1
Reclassification
IAS 38
IAS 38
Preopening
costs
Start-up
costs and
deferred
charges
IAS 16
/IAS 2
IFRS 3
Impairment
of assets
Minority
interests/
amortization
of goodwill
106,167
IAS 32/39
IAS 19
IFRS 1
31/12/04
Net
Financial
instruments
Provisions
for postemployment
benefits
Translation
reserve
IFRS
2,159
3,041
(2)
108,326
(434)
2,605
8,896
8,896
12,238
57,898
Investments and other
non-current assets
Deferred tax assets
NON-CURRENT
ASSETS
192,723
Inventories and workin-progress
Trade receivables
Other receivables
Deferred charges
Bank and cash
CURRENT ASSETS
13,533
92,308
25,238
2,285
8,679
58,391
15,852
216,284
TOTAL
409,008
29
12,267
53,200
(4,699)
4,482
2,285
1,935
22
1,694
30
177
2,285
1,935
49,
(3 439)
2,189
177
(106)
4,376
6,144
(106)
195,814
(131)
13,402
92,308
25,238
(2,285)
(5,375)
(129)
3,175
58,191
15,852
208,164
(201)
(2,285)
(5,375)
(129),
(131)
(3,439)
(81)
(3,570)
(201)
2,189
(201)
177
(106)
403,978
LIABILITIES &
SHAREHOLDERS’
EQUITY
(€ thousands)
31/12/04
French
GAAP
IAS 1
Reclassification
Capital
54,882
62,428
Translation adjust.
(3,048)
Net income
14,014
SHAREHOLDERS' EQUITY BEFORE
MINORITY INTERESTS 128,277
MINORITY INTERESTS
Commitments and
contingencies
Borrowings and
financial debt
NON-CURRENT
LIABILITIES
IAS 38
Preopening
costs
Start-up
costs and
deferred
charges
IAS 16
/IAS 2
(1,916)
(350),
(3 454)
(879)
281
(29)
(9)
1,873
(2,795)
(68)
(3,483)
1,864
131,798
(3,493)
(68),
(3 483)
54
(13)
(87)
409,008
IAS 19
Provisions
for postFinancial employinstrument
ments
benefits
IFRS 1
IFRS 2
31/12/04
Translation
reserve
Stockoptions
IFRS
(806)
(329)
161
(645)
2,099
(58)
52,843
(352)
15,359
(353)
(65)
0
122,732
(645)
(353)
(227)
533
(3)
(65)
(13)
(87)
3,058
(86,910)
444
125 790
2,104
2 060
671
54
58
3,058
(3,058)
83,893
(24)
(2,789)
2,705
18
236
86,910
6,964
IAS 32/39
54,882
(699)
4,629
2 335
IFRS 3
Minority
interests/
Impair- amortizament
tion of
of assets goodwill
3,522
Commitments and
contingencies
Current borrowings
114,769
Short-term bank
loans
8,883
Adv. & downpayments
2,355
Trade payables
56,361
Tax and employeerelated liabilities
38,734
Other liabilities
16,935
Accrued expenses
32,208
CURRENT
LIABILITIES
270,245
TOTAL
IAS 38
87,581
530
90
91,745
(41)
3,107
27,859
8,883
2,355
56,361
38,734
16,935
32,208
(83,853)
90
(3,439)
(81)
(3,570)
2,189
(201)
177
(41)
186,442
(106)
403,978
P. 126
IMPACT ON THE INCOME STATEMENT ON 31/12/2004
31/12/04
(€ thousands)
French
GAAP
Sales
OPERATING INCOME
355,474
7,203
12,045
374,722
IAS 38
IAS 38
Pre-opening
costs
Start-up costs
and deferred
charges
(1,883)
(1,883)
(97)
(97)
IAS 16 / IAS 2
IFRS 3
Impairment
of assets
Minority
interests/
amortization
of goodwill
31
31
External charges
Staff costs, profit-sharing
(39,805)
(175,563)
(7,324)
(96,198)
(25,345)
193
499
588
OPERATING EXPENSES
OPERATING PROFIT (LOSS)
(2,234)
(346,470)
28,252
193
(1,690)
528
431
(35)
(4)
Financial income
Financial expenses
PRE-TAX INCOME BEFORE EXTRAORDINARY ITEMS
2,187
(4,534)
(2,348)
25,904
(1,690)
431
(4)
Income tax
INCOME BEFORE AMORTIZATION OF GOODWILL
3,687
(4,997)
(1,309)
(7,903)
16,692
591
(1,098)
(148)
282
(25)
(29)
Amortization of purchased goodwill
(1,924)
14,768
(1,098)
282
(29)
1,924
1,924
Minority interests
NET INCOME
(754)
14,014
220
(879)
(1)
281
(29)
(51)
1,873
NET EARNINGS PER SHARE (euros)
13,547,845
1.03
Average number of diluted shares
FULLY DILUTED EARNINGS PER SHARE (euros)
14,444,496
0.97
(623)
29
0
IAS 32/39
IAS 19
Financial
instruments
Provisions
for postemployment
benefits
IFRS 1
Translation
or reserves
IFRS 2
IAS 1
IAS 1
IAS 1
31/12/04 Net
Stock options
Reclass. Charge
transfers
and grants
Reclass
Inventories &
self constructed
assets
Exceptional
reclassifications
IFRS
3,202
3,202
355,474
0
8,961
364,434
(7,203)
(4,337)
(4,337)
(7,203)
(58)
4,141
34
160
4,336
2,261
(5)
437
(58)
(58)
1
4,337
0
173
7,203
0
(32)
0
(32)
(32)
0
(32)
2
17
18
18
251
251
251
(58)
(41)
41
0
(635)
(36,092)
(169,131)
(7,294)
(95,659)
(24,733)
(3,876)
(4,511)
(1,309)
(5,936)
(338,845)
25,590
0
(1,309)
2,439
(4,517)
(2,078)
23,511
(3,646)
4,956
1,309
(89)
161
8
(24)
18
(58)
0
0
0
(7,566)
15,945
161
(24)
18
(58)
0
15,945
161
(24)
18
(58)
(586)
15,359
13,547,845
1.13
14,444,496
1.06
P. 128
IMPACT ON THE CASH FLOW STATEMENT ON 31/12/2004
31/12/04
(€ thousands)
IFRS
CASH AND CASH EQUIVALENTS AT THE BEGINNING
OF THE YEAR
44,786
NET INCOME
14,014
Adjustments to reconcile profit (loss) to net cash provided by operating activities:
Depreciation and provisions
23,882
Unrealised gains and losses from fair value adjustments
Expense and income in connection with stock options
Expenses transferred to deferred charges
(97)
Gains and losses on disposals of fixed assets
880
Minority interests in consolidated subsidiaries’ net income
Deferred tax expense / (income)
Change in acc. receivable, discounted notes, deferred income
Change in accounts payable, deferred charges
Other changes
NET CASH PROVIDED BY OPERATING ACTIVITIES (A)
Acquisition of PPE and rental assets
Acquisition of intangible fixed assets
Net cash flows from the acq. and disposal of subsidiaries
Div. paid to the mino. shareholders of the consolidated companies
Other changes in equity
Repayment of debt
NET CHANGE IN CASH AND CASH EQUIVALENTS (A + B + C + D)
CASH AND CASH EQUIVALENTS AT YEAR-END
754
(590)
38,843
(1,197)
(3,083)
913
(699)
(4,066)
34 777
(26,493)
(3,599)
2,862
(1,406)
1,032
(9,244)
(36,848)
2,449
(5,006)
(193)
50,263
(24,609)
22,904
(260)
20,574
65,360
IAS 38
IAS 38
IAS 16 / IAS 2
Pre-opening
costs
Start-up
costs and
deferred charges
Impairment
of assets
(879)
281
(29)
(193)
(499)
(619)
97
(220)
(591)
(1,883)
1
148
29
(1,883)
29
25
(623)
623
623
(29)
1,883
1,883
(29)
IFRS 3
IAS 32/39
IAS 19
IFRS 1
IFRS 2
Minority interests/
amortization
of goodwill
Financial
instruments
Provisions for
post-employment
benefits
Translation
reserves
Stock options
(201)
1,873
161
(1,924)
(24)
18
(58)
15,359
58
20,680
(259)
58
0
880
32
51
0
0
0
IFRS
44,585
(259)
98
0
31/12/04
(8)
0
18
0
(18)
(18)
0
0
586
(918)
36,385
(574)
(3,083)
913
(718)
(3,461)
32,923
(26,522)
(1,717)
2,862
(1,406)
1,032
(9,244)
(34,994)
2,449
(5,006)
(193)
1
1
1
(201)
1
50,263
(24,609)
22,905
(260)
20,574
65,159
P. 130
IMPACT ON THE SHAREHOLDERS’ EQUITY
Group before minority interests
(€ thousands except shares)
FRENCH GAAP
IAS 38 Pre-opening costs
IAS 38 Start-up costs and
deferred charges
IAS 16/IAS 2 Impairment of assets
IFRS 3 Minority interests/goodwill
IAS 32/39 Financial instruments
IAS 19 Provision for postemployment benefits
IFRS 1 Translation reserve
IFRS
FRENCH GAAP
IAS 38 Pre-opening costs
IAS 38 Start-up costs and
deferred charges
IAS 16/IAS 2 Impairment of assets
IFRS 3 Minority interests/goodwill
IAS 32/39 Financial instruments
IAS 19 Provision for postemployment benefits
IFRS 2 Stock options
IFRS 1 Translation reserve
IFRS
Total
120,480
(2,395)
Number
of shares
(thousands)
Share
capital
13,537
54,147
Additional
Net
paid-in
Retained income for Translation
capital
earnings the period reserve
14,195
39,179
(1,916)
(350)
(3,454)
185
(793)
(349)
(3,454)
(329)
0
(329)
(2,789)
12,759
(2,789)
(793)
Total
Group
Minority
interests
117,491
(1,916)
2,989
(479)
(349)
(3,454)
0
(793)
(1)
2,789
(329)
0
185
113,343
13,537
54,147
14,195
29,548
12,759
0
110,649
2,694
131,798
(3,493)
13,721
54,882
15,508
46,920
(1,916)
14,014
(879)
(3,048)
128,277
(2,795)
3,522
(699)
(68)
(3,483)
2,099
(645)
(350)
(3,454)
(68)
(3,483)
1,864
(645)
(0)
(806)
281
(29)
1,873
161
(353)
0
(65)
(329)
58
(2,789)
(24)
(58)
18
2,705
(353)
0
(65)
37,335
15,359
(352)
122,732
125,790
13,721
54,882
15,508
(9)
236
3,058
NOTE 31 > SCOPE OF CONSOLIDATION
Controlling interest (%) Ownership interest (%)
Companies
Registered office
Company trade register number
PARENT COMPANY
GL events
Brignais
351 571 757
RCS Lyon
FRENCH SUBSIDIARIES
Action Développement
Altitude Expo
Auvergne Evénements
Auvergne Evénements Spectacles
La Boîte à Sons
BS Vision
BSI
Chorus
CEE
Congrhealth.com
Décorama
Esprit Public
Europa Editions
Europa Organisation
Expo Service Côte d'Azur
Fabric Expo
GL Data Systems
GL Espace & Décor
GL events SERVICES
GL events SI
GL Image
GL Lumière & Son
GL Mobilier
Hall Expo
ISF Exposition
Market Place
Menuiserie Expo
Meublexpo
Mont Expo
Norexpo
Package Organisation
Performance Organisation Communication
Polygone Vert
Profil
Ranno Entreprise
Regam
SECIL
SECCPB
SF Protection
Sodem System
Sté d’Exploitation de Parcs d’Exposition
Sté d’Exploitation Château de St Priest
Standard Décoration
Toulouse Expo
TP Avenir
Vachon
Brignais
Mitry Mory
Villeurbanne
Saint Nazaire
Paris
Vannes
Paris
Toulouse
Ivry sur Seine
Lyon
Toulouse
Toulouse
La Trinité
Mitry Mory
Brignais
Brignais
Brignais
Brignais
Brignais
Brignais
Brignais
Brignais
Basse Goulaine
Boulogne Billancourt
Brignais
Brignais
Brignais
Villeneuve d'Ascq
Lyon
Brest
Brignais
Lyon
Chilly Mazarin
Pont de Claie
Lyon
Toulouse
Flixecourt
Lyon
Paris
Brignais
Chasseneuil du Poitou
Toulouse
Lyon
Gentilly
380 892 851
379 621 220
449 076 900
449 077 767
317 613 180
399 082 205
434 773 750
414 583 039
393 255 765
432 364 586
612 036 996
384 121 125
411 134 489
342 066 727
959 803 339
379 666 449
332 866 730
378 932 354
480 086 768
480 214 766
343 586 921
343 177 366
612 000 877
334 039 633
342 784 873
780 153 862
353 672 835
317 553 436
342 071 461
457 510 089
401 105 069
421 100 439
320 815 236
378 869 846
391 306 065
059 500 991
378 347 470
444 836 092
380 344 226
438 323 776
398 162 263
453 100 562
333 954 873
580 803 880
378 455 166
343 001 772
RCS Lyon
RCS Meaux
RCS Clermt Frd
RCS Clermt Frd
RCS Lyon
RCS St Nazaire
RCS Paris
RCS Vannes
RCS Paris
RCS Toulouse
RCS Creteil
RCS Lyon
RCS Toulouse
RCS Toulouse
RCS Nice
RCS Meaux
RCS Lyon
RCS Lyon
RCS Lyon
RCS Lyon
RCS Lyon
RCS Lyon
RCS Lyon
RCS Lyon
RCS Nantes
RCS Nanterre
RCS Lyon
RCS Lyon
RCS Lyon
RCS Roubaix
RCS Lyon
RCS Brest
RCS Lyon
RCS Lyon
RCS Evry
RCS Grenoble
RCS Lyon
RCS Toulouse
RCS Amiens
RCS Lyon
RCS Paris
RCS Lyon
RCS Poitiers
RCS Toulouse
RCS Lyon
RCS Creteil
(1) purchase merger by GLM 01/01/2005
2005
2004
2005
2004
100.00
100.00
52.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
89.98
100.00
(1)
100.00
98.79
65.00
95.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
87.33
92.86
85.00
100.00
100.00
52.00
100.00
100.00
100.00
100.00
100.00
100.00
52.00
52.00
100.00
100.00
100.00
100.00
65.00
100.00
100.00
65.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
89.98
100.00
(1)
100.00
64.21
65.00
95.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
87.33
60.36
85.00
100.00
100.00
52.00
52.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
89.98
100.00
100.00
100.00
98.79
65.00
100.00
80.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
87.19
91.43
85.00
65.00
100.00
100.00
65.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
89.98
100.00
100.00
100.00
64.21
65.00
100.00
80.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
87.19
59.43
85.00
P. 132
NOTE 31 > SCOPE OF CONSOLIDATION (CONTINUED FROM PAGE 131)
Controlling interest (%) Ownership interest (%)
Companies
Registered office
Company trade register number
FOREIGN SUBSIDIARIES
ADM Estructuras
Eastern Exhibition Services
Expotech
GL events Belgium
GL events Asia
GL Canada
GL Espana
GL events CCIB
GL Furniture (Asia)
GL Greece
GL events Hungaria Rt
GL Middle East
GL events Suisse
GL events USA
Hungexpo
JV Nikia
JV Test Events
JV Overlay
JV Seatings
Owen Brown
PadovaFiere
Temp A Store
GL events Portugal
GL events Hong Kong
Spain
Iles Vierges
Budapest
Belgium
Hong Kong
Montreal
Spain
Spain
Hong Kong
Athens
Budapest
DubaÏ Jebel Ali
Geneva
United States
Budapest
Athens
Athens
Athens
Athens
United Kingdom
Padua
United Kingdom
Portugal
Hong Kong
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
N/A
2005
2004
2005
2004
100.00
100.00
100.00
100.00
100.00
100.00
100.00
80.00
60.00
100.00
100.00
100.00
100.00
100.00
100.00
50.00
50.00
50.00
50.00
100.00
80.00
100.00
85.71
85.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
100.00
80.00
60.00
100.00
100.00
100.00
100.00
100.00
100.00
50.00
50.00
50.00
50.00
100.00
80.00
100.00
85.71
85.00
100.00
100.00
100.00
100.00
100.00
100.00
80.00
60.00
100.00
100.00
100.00
100.00
50.00
50.00
50.00
50.00
100.00
100.00
85.71
85.00
100.00
100.00
100.00
100.00
80.00
60.00
100.00
100.00
100.00
100.00
50.00
50.00
50.00
50.00
100.00
100.00
85.71
85.00
STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED STATEMENTS
This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers. This
statement should consequently be read in conjunction with, and construed in accordance with French law and professional auditing standards applicable in France.
Ladies and gentlemen,
In compliance with the assignment entrusted to us by the shareholders' general meetings, we have audited the consolidated financial
statements of GL events SA established in thousand of euros for the period ended 31 December 2004, as presented in this report.
These consolidated financial statements were prepared by the Board of Directors. Our responsibility is to express an opinion on these
financial statements based on our audit. These financial statements were prepared for the first time on the basis of IFRS as endorsed
by the European Union. They include for the purpose of comparison information for fiscal year 2004 restated on this same basis.
Opinion on the consolidated financial statements
We conducted our audit in accordance with IFRS as endorsed by the European Union. These standards require that we plan and perform
the audit to obtain reasonable assurance as to whether the consolidated financial statements are free from material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.
An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall consolidated financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated accounts referred to above give a true and fair view of the group’s financial position, its assets and liabilities and the results of operations of companies included in the scope of consolidation for the year ended.
Justification of our assessements
Pursuant to the provisions of article L.823-9 of the French commercial code defining our obligation to explain our assessments, we
draw your attention to the following:
Impairment of assets
The company systematically conducts impairment tests at year-end for goodwill according to the procedures described in note "3.5.5
– Impairment of assets" of the financial statements. We have examined the methods applied for performing these impairment tests,
the estimations concerning future cash flows and assumptions used and ensured that the appropriate information is provided in note
"3.5.5 – Impairment of assets".
Our assessments on these matters are part of our audit approach regarding the consolidated financial statements taken as a whole
and contribute to the formation of our unqualified audit opinion without comments expressed in the first part of this report.
Specific procedures
We have also reviewed in accordance with French professional standards the information provided in the group management report.
We have nothing to report with respect to the fair presentation of such information and its consistency with the consolidated financial
statements.
Lyon and Villeurbanne, 31 march 2006
The auditors
Jean-Paul SIMOËNS
MAZARS
Jean-Marie BARBEREAU
P. 134
STATUTORY AUDITORS REPORT ON THE REPROCESSED CONSOLIDATED FINANCIAL STATEMENTS
Mr. Olivier Ginon
Chairman of the Board of Directors
GL events S.A.
Route d’Irigny - Zone Industrielle
69530 Brignais
France
Dear Sir,
As the statutory auditors of GL events S.A. and in accordance with EC regulation 809/2004 on minimum disclosure requirements for
registration documents, we have audited the consolidated financial statements of GL events S.A. for the year ended 31 December
2004 (the "restated consolidated financial statements"), as presented in this document (document de référence) restated to reflect
the retrospective application of "IAS 2 Inventories and "IAS 16 Property, plant and equipment" for the period pursuant to the provisions of IAS 8.
The restated consolidated financial statements were prepared by the Board of Directors based on the consolidated financial statements for the period ended 31 December 2004 audited by Messrs. Jean-Paul Simoëns and André Fluchaire in accordance with French
accounting standards who issued an unqualified audit opinion. These standards require that the audit be planned and performed to
obtain reasonable assurance as to whether the consolidated financial statements are free from material misstatement and involves
examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation.
Our responsibility is to express, on the basis of additional procedures, an opinion on the restated consolidated financial statements.
These procedures consist of determining that the financial statements have been correctly restated in light of the retrospective application of "IAS 2 Inventories and "IAS 16 Property, plant and equipment" for the period under review in accordance with IAS 8. They
also involve evaluating the overall presentation of the restated consolidated financial statements.
We believe that the procedures we performed provide a reasonable basis of our opinion.
In our opinion, and considering the unqualified audit opinion issued by Messrs. Jean-Paul Simoëns and André Fluchaire on the underlying historical financial statements, the restated consolidated financial statements offer a true and fair view of the assets and liabilities, the financial position and the results of operations in accordance with IFRS as endorsed by the European Union.
This report has been issued solely for the purpose of public offerings in France and other countries of the European Union in which
the registration document filed with the AMF may be filed and may not be used in any other context.
Lyon and Villeurbanne, 31 March 2006
Statutory Auditors
Jean-Paul SIMOËNS
MAZARS
Jean-Marie BARBEREAU
P. 136
PARENT COMPANY
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2005
P. 138
BOARD OF
DIRECTORS’
REPORT ON THE
FINANCIAL
STATEMENTS
MANAGEMENT DISCUSSION AND ANALYSIS OF THE PARENT COMPANY FINANCIAL STATEMENTS
a - Review of operations for 2005, balance sheet and income statement
GL events revenue rose 1.9% from €17.2 million to €17.5 million. The coordinating holding company's activity is remunerated through
fees invoiced to subsidiaries. GL events pursued its growth through acquisitions of controlling interests in new companies combined
with sustained internal growth by group subsidiaries.
Significant events of the period included:
• Acquisition of CHORUS, charged with managing the Vannes Exhibition Centre until 2010 under a public service management
agreement (contrat de délégation de service public).
• GL events acquired an 80% majority stake in PadovaFiere, the management company of the Padua Exhibition Centre with a
portfolio of trade shows and exhibitions.
• GL events successfully won the privatisation bid for Hungexpo, owner of the Budapest Exhibition Centre in Hungary. The
consortium led by GL events acquired 95% of Hungexpo and the personnel retained the option to sell their 5% minority interests.
GL events has a 90% stake in Hungexpo holding company created for this purpose, along with its Hungarian partner Trigranit, a
real estate developer.
• Acquisition of Performance Organisation, a provider of event and trade show engineering services in French regions outside the
Paris area.
• Increase in the shareholdings in GL Canada and Hall Expo by respectively €0.6 million and €2.5 million.
• Acquisition of the remaining 20% shares of Profil increasing GL events' stake to 100%.
• In October 2005, GL events acquired a 24.1% stake in Sepel that manages Eurexpo, the exhibition centre of the city of Lyon. In
January 2006, this stake was increased to 30.2%.
• As an internal restructuring measure, GL events bought back from its subsidiary Owen Brown its 100% stake in Temp A Store.
• Creation of two new subsidiaries, GL events SERVICES grouping general support services and GL events SI to manage group
information systems. The corresponding group personnel were transferred to these two companies (13 to GL events SI and 36
to GL events SERVICES).
These events are described in detail in note 1 of the consolidated financial statements.
Group cash management contributed €0.2 million to financial income.
b - Subsequent events
Acquisition of 49% of Sepelcom, a specialist in organizing trade shows for professionals and the general public. Sepelcom is a 51%owned subsidiary of Sepel, the managing company of Eurexpo, the exhibition Park of the city of Lyon, in which GL events acquired
30.2% of its shares.
Creation of SECCSE and SEPCFD, operating companies of respectively the Fauriel convention centre in Saint-Etienne and the
Clermont-Ferrand Polydôme.
Creation of GL China.
GL events were awarded a 50-year concession for the Rio de Janeiro exhibition park.
P. 140
c - Outlook
GL events, as the group’s management holding company, will in the future continue to assume the same functions without any notable
changes
d - Proposal to appropriate net income and other items of business
d 1 - Appropriation of net income
A proposal will be made to the Ordinary General Meeting to approve the determination and appropriation of the distributable amounts:
Determination of distributable amounts
€9,096,161.34
€26,207,724.60
€35,303,885.94
Retained earnings
Distributable income
Proposed income appropriation
Legal reserve
Dividends or €0.52 per share (x 15,362,684)
Retained earnings
(including €652,757.59 originating from net income for the period)
TOTAL
€454,808.07
€7,988,595.68
€26,860,482.19
€35,303,885.94
Equity after distribution would be €141,373,000.
Pursuant to French law, dividends paid and the corresponding tax credit (avoir fiscal) for the past three years are presented below:
Years
Net dividend
€
Tax credit
(rate of 50%)
€
31/12/2002
31/12/2003
31/12/2004
0.32
0.37
0.41
0.16
0.18
(1)
(1) For dividend distributions before 1 January 2005, the tax credit (avoir fiscal) has been cancelled and replaced by a 50% deduction
of the amount distributed to individual investors. This deduction has been reduced to 40% for dividend distributions starting 1 January
2006.
In compliance with the new provisions of article 243 bis of the French General Tax Code, shareholders duly note that the breakdown
of the dividend deducted from earnings of the period ended 31 December eligible for the 40% tax deduction provided for under article
158 of the French General Tax Code as amended by the law 2005-1720 of 30 December 2005 is as follows:
Registered shares
Dividends eligible
for a 40% tax deduction
Period
Held by individuals (*)
31/12/2005
Dividends not eligible
for a 40% tax deduction
Held by legal entities
€3,081,752
5,926,447
9,436,237
€4,906,843
(*) Under this heading are included by default bearer shares including those that may be held by legal entities.
d 2 - Disallowed deductions
Pursuant to the provisions of Article 223 of the French General Tax Code, the financial statements for the year under review include
a fraction of €22,308 that do not qualify for tax deductions by virtue of article 39-4 of this code.
d 3 - Related-party agreements governed by articles L. 225-38 et seq. of the French Commercial Code
Pursuant to Article L. 225-40 of the French Commercial Code, we ask that you approve the agreements referred to in Article L. 225-38
of said Code and concluded or pursued during the year ended, after having been duly authorized by your Board of Directors.
The auditors have been duly notified of these agreements that are described in their special report on related-party agreements.
The Board of Directors duly requests that you approve the resolutions that will be submitted to the annual shareholders' meeting.
e - Participating interest and controlling interests acquired in the period
Investments acquired during the period breakdown as follows:
More than 5% of the capital:
More than 33.33% of the capital
More than 66% of the capital
none
none
none
Pyramide XV
Sepel
none
none
none
none
Chorus, Perfexpo (*), Temp A Store,
Creations
GL events SERVICES, GL events S.I., GL Hungary Rt, GL events Italia, PadovaFiere Newco
(*) Performance Organisation following the purchase merger of its subsidiary.
P. 142
f - Investments
Participating interests (French and foreign)
The complete list of French and foreign subsidiaries and associates of GL events is presented in the corresponding table.
Investment securities
Number of shares
FRENCH:
Equities on the “Nouveau Marché”
of the Paris stock exchange
Money market funds
FOREIGN:
Total carrying value
(€ thousands)
91
76,227
-
i – Employee stock ownership plans
At fiscal year-end employees of GL events and affiliated companies under the terms of article L 225-180 had no shareholdings in the
capital of GL events within the framework of an employee stock ownership plan (plan d’épargne d’entreprise or PEE) provided for
under articles L 443 – 1 to L 443 – 9 of the French labour code.
On the same date, the same employees had no shareholdings in the capital of GL events within the framework of a company mutual
fund (fonds commun de placement d’entreprise).
The combined shareholders' meeting of 25 June 2004 that granted full powers to the Board of Directors to issue shares or other
securities of the company with or without preferential subscription rights, also voted on a resolution destined to reserve in favour of
company employees through the issuance of new cash shares in accordance with the conditions provided for under article L 443-5 of
the French labour code. This resolution was rejected by the shareholders' meeting of 25 June 2004.
j - Five-year financial summary
(in euros except personnel data)
I. CAPITAL AT THE YEAR-END
a. Share capital
b. Number of existing common shares
c. Number of existing shares with priority dividends
(without voting rights)
d. Maximum number of shares to be created:
d1. By conversion of bonds
d2. By exercising subscription rights
d3. By exercising warrants
II. OPERATIONS AND INCOME FOR THE YEAR
a. Sales ex-VAT
b. Income before tax employee profit-sharing and depreciation
allowance and provisions
c. Tax on profits
d. Employee profit-sharing due for the year
e. Income after tax, employee profit-sharing and
depreciation allowances and provisions
f. Distributed income
III. EARNINGS PER SHARE
a. Income after tax and employee profit-sharing but before
depreciation allowances and provisions
b. Income after tax employee profit-sharing and depreciation
allowance and provisions
c. Dividend per share (1)
IV. PERSONNEL
a. Average staff employed during the year
b. Year’s payroll
c. Total of amounts paid for social benefits for the year
(social security, social services, etc.)
2001
2002
2003
2004
2005
47,910,780
11,977,695
48,147,248
12,036,812
54,147,212
13,536,803
54,882,412
13,720,603
61,449,740
15,362,435
473,500
497,000
532,393
344,800
532,393
191,500
474,277
134,000
10,602,144
12,714,777
13,845,086
17,183,406
17,512,101
7,788,187
(513,232)
6,752,175
(939,063)
7,597,761
(62,547)
12,722,918
(305,750)
9,809,787
(1,481,056)
8,426,239
3,354,693
6,599,471
3,851,780
7,220,473
5,008,617
10,548,684
5,625,449
9,096,161
7,988,596
0.69
0.64
0.57
0.95
0.73
0.70
0.28
0.55
0.32
0.53
0.37
0.77
0.41
0.59
0.52
36
1,715,516
40
2,047,881
42
2,414,135
44
2,723,757
8
1,318,564
1,076,238
1,276,980
1,449,081
1,528,229
963,350
P. 144
FINANCIAL
STATEMENTS
OF GL EVENTS SA
BALANCE SHEET
31/12/05
(€ thousands)
ASSETS
Intangible fixed assets
Property, plant and equipment
Work in progress
Participating interest
Receivables from interest
Other non-current assets
NON-CURRENT ASSETS
Inventories
Advances and downpayments on
outstanding orders
Trade receivables and similar accounts
Other receivables
Bank and cash
CURRENT ASSETS
Accruals
TOTAL ASSETS
SHAREHOLDER' EQUITY & LIABILITIES
Share capital
Additional paid-in capital
Legal reserves
Other reserves
SHAREHOLDER' EQUITY
COMMITMENTS AND CONTINGENCIES
LIABILITIES
BORROWINGS
Trade payables and equivalent
Tax and employee-related liabilities
Other liabilities
CURRENT LIABILITIES
Accruals
AND LIABILITIES
Notes
2.2 & 3
2.3 & 3
2.3 & 3
2.4 & 4
2.6 & 4
4
2.5 & 5
2.5 & 6
7
7
8
9
9
9
9
9
2.7 & 10
11 & 12
2.5 & 12
2.5 & 12
2.5 & 12
Cost
Depreciation
amort., prov.
Net
31/12/04
31/12/03
Net
Net
108
294
(24)
(192)
84
102
1,614
850
243,019
27,052
7,102
277,575
(3,813)
(2,277)
239,206
24,775
7,102
271,269
164,531
16,641
5,048
188,684
117
5,320
5,603
76,375
1,332
88,630
365
366,570
(6,306)
(26)
(57)
(83)
(6,389)
969
538
249
159,733
18,766
52
180,307
5,320
5,577
76,318
1,332
88,547
365
360,181
2
5,332
3,128
56,761
3,058
68,398
268
257,350
19
4,602
2,084
42,104
2,063
50,872
566
231,745
61,450
46,046
3,098
29,672
9,096
149,362
215
54,882
15,508
2,571
25,271
10,549
108,781
577
54,147
14,195
2,210
23,447
7,220
101,219
435
201,229
4,788
1,122
3,304
9,214
161
140,029
3,493
1,747
2,694
7,934
29
120,657
2,952
2,142
4,258
9,352
82
360,181
257,350
231,745
P. 146
FINANCIAL STATEMENT(S OF GL EVENTS SA
INCOME STATEMENT
(€ thousands)
Sales
Reinstatement of reserves, charge transfer
OPERATING INCOME
External charges
Staff costs
OPERATING EXPENSES
OPERATING PROFIT (LOSS)
Financial income
Financial expenses
NET FINANCIAL INCOME (EXPENSE)
Income tax
NET INCOME
Notes
31/12/05
31/12/04
31/12/03
2.9
17,512
17,183
14
11
17,523
206
17,389
13,845
300
174
14,319
(124)
(15,874)
(192)
(2,282)
(54)
(88)
(18,614)
(1,091)
117
(9,039)
(223)
(4,252)
(1,319)
(34)
(14,750)
2,639
(7,608)
(182)
(3,863)
(814)
(14)
(12,481)
1,838
16
14,948
(7,760)
7,188
13,467
(5,380)
8,087
10,121
(4,653)
5,468
2.10 & 17
4,412
(2,894)
1,518
2,424
(2,907)
(483)
415
(563)
(148)
(1,481)
9,096
(306)
10,549
(62)
7,220
15 & 20
2.13 & 18
CASH FLOW STATEMENT
(€ thousands)
NET INCOME
Adjustments to reconcile profit (loss) to net cash provided by operating activities:
- Depreciation and provisions
- Gains and losses on disposals net of tax
- Change in inventories
- Change in trade and other receivables
- Change in current account receivables
- Change in trade and other receivables
- Change in current account payables
NET CASH FLOWS PROVIDED BY OPERATING ACTIVITIES (A)
Acquisition of tangible and intangible assets
Changes in liabilities to fixed asset suppliers and payables on securities
31/12/05
31/12/04
9,096
10,549
1,358
(949)
2,724
0
9,506
117
(2,839)
(8,135)
1,452
3,084
(6,321)
13,273
(117)
(1,908)
2,251
(755)
13,342
12,813
3,185
26,086
(82)
2,303
(78,697)
1 561
(74,914)
(1,705)
1
(11,793)
0
(49)
(13,546)
37,106
(5,621)
77,433
(20,162)
88,756
2,048
(5,006)
23,290
(16,869)
3,463
17,028
59,667
76,694
16,003
43,663
59,666
Repayment of debt
NET CASH PROVIDED BY FINANCING ACTIVITIES (C)
NET CHANGE IN CASH AND CASH EQUIVALENTS (A + B + C)
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR (D)
CASH AND CASH EQUIVALENTS AT YEAR-END ( A + B + C + D )
P. 148
BOARD OF DIRECTORS
THE BOARD OF DIRECTORS ON THE CAPITAL INCREASE
Dear shareholders:
Pursuant to the provisions of article L.225-129-5 of the French commercial code and D.155-2 of Decree of 23 March 1967, we hereby
present our report describing the definitive conditions of the capital increase and the impact of the rights issue on shareholders, in
accordance with the authorization granted by the combined shareholders' meeting of 25 June 2004.
1) The combined shareholders' meeting of 25 June 2004
Resolution nine of the combined shareholders' meeting of 25 June 2004, granted the Board of Directors for 26 months from the date
of the meeting full powers to issue shares or securities including straight warrants issued for consideration conferring present or
future rights to GL events shares that may be subscribed for by cash or by being offset by debt, entailing the cancellation of the
preferential subscription rights of shareholders to said shares and securities in favour of the public.
It also decided that
The maximum aggregate capital increase through present or future rights issues under this authorization granted to the Board by
resolution nine is subject to the common aggregate amount of €35 million set by the preceding resolution.
The Board of Directors shall determine the terms and conditions of all rights issues. In particular, it shall decide the class of shares
to be issued, set their price, the amount of premium, if any, as well as their dividend date, which may be retroactive and when
applicable the exercise period and price of warrants and the manner in which securities may confer their holders rights to shares.
The General meeting of shareholders granted full authority to the Board of Directors which it may further delegate as provided by
law, to implement this resolution in accordance with the terms of this report, and issue, in one or more tranches, in such amounts
and at such times it sees fit, the aforementioned securities resulting in an increase in equity and, if applicable, to delay same, record
completion thereof and amend the bylaws accordingly.
The shareholders furthermore specified that the Board of Directors:
Shall take all steps and arrange for the completion of all formalities required to have rights, shares, securities and warrants thus
issued traded on a regulated market
May charge expenses resulting from the issuance of stock and securities to the corresponding premiums and deduct from such
premiums amounts necessary to bring the legal reserve in line with one tenth of the equity increases resulting from such issues
May charge to the shareholders' equity goodwill resulting from business combinations financed in full or in part through equity issues
in compliance with the recommendations of the French financial market authority (AMF)
2) Terms and conditions of the issue
Making use of this authorization, the Board of Directors' meeting of 28 October 2005 approved the principle of a capital increase and
delegated to its Chairman all powers to set the corresponding terms and conditions.
The terms and conditions of the issue in the form of shares were consequently determined as follows by the Chairman and Chief
Executive Officer by a decision of 3 November 2005.
Number of new shares to be issued: 1,529,216 shares or an aggregate nominal amount of €35,783,654.
Issue price: €23.40 per share, to be fully paid-up upon subscription representing a par value of €4 plus issue premium of €19.40.
Preemptive rights exercise period: The issue entailed the waiver of the preferential subscription rights of shareholders. However, on
3 November 2005 the Chairman and Chief Executive Officer provided for a preemptive rights exercise period from 7 November 2005
to 10 November 2005 inclusive on a preferential basis according to the exact rights (à titre irréductible), in favour of existing
shareholders.
In accordance with the legal provisions, the issue price of the new shares shall be no less than the weighted average price of shares
of the last three trading days prior to setting its price, eventually subject to a maximum discount of 5% in accordance with applicable
laws
During the subscription period, the price paid was €23.40 per share subscribed representing the total nominal amount plus the issue
premium.
The issue premium was appropriated to the reserve account "additional paid-in capital” after the Chairman of the Board of Directors
deducted amounts considered necessary to cover all or part of the issuance costs.
3) Recording of the rights issue
At the Board of Directors' meeting of 9 December, the Chairman remitted to the Board a certificate certifying the deposit of funds
dated 23 November 2005 by CIC Lyonnaise de Banque indicating that pursuant to the rights issue for which the terms and conditions
were established on 3 November 2005, 1,529,216 shares were subscribed for a par value of €4 per share and issued at a price of
€23.40 per share.
The nominal amount of the capital increase was €6,116,864, with issue premium of €29,666,790.40.
On the basis of the certificate of deposit of funds established by CIC Lyonnaise de Banque, the Board of Directors formally recorded
the completion of the capital increase decided by the Board of Directors' meeting of 9 November 2005 for which the terms and
conditions were established on 3 November 2005 by the Chairman.
P. 150
BOARD OF DIRECTORS
4) Information concerning the new shares.
Rights attached to the new shares. The start date for the new shares was 1 January 2005 with the new shares ranking pari passu
with existing shares. As such they are entitled from this date and for subsequent periods to the same dividend rights as existing
shares. The new shares shall be subject to all the provisions of the company's bylaws.
On this basis, a double voting right is granted to all shares held in registered form for at least three years.
Negotiability of the shares. There exist no provisions in the company's bylaws that restrict the free trading of securities comprising
the share capital.
Recording of the new shares. The new shares may be in registered or bearer form at the option of subscribers. Regardless of their
form, the new shares must be recorded in an account, either by the Issuer or an authorized financial intermediary. The rights of the
shareholders will be represented by the recording of said shares in their name by:
-- A financial intermediary of their choice for securities in bearer form or administered registered form (forme nominative administrée);
-- CIC Lyonnaise de Banque acting on behalf of the company in respect to securities in fully registered shares (forme nominative pure).
5) Dilutive effect of the capital increase
The dilution in the holdings of a shareholder with 1% of the share capital before the capital increase, on the basis of the number of
shares comprising the share capital of 13,762,946 shares that did not subscribe for the above-mentioned issue would be as follows:
Before the rights issue
After the issue of 1,529,216 shares
Shareholding (%)
1.00
0.90
6) Impact of the issue on the current stock price
The impact on the current market price of the company's share on the basis of the 20 last days average trading prices are as follows:
Average trading price 23/11/2005 (date of the rights issue)
Average trading price 21/12/2005 (20 days later)
Average trading price 14/03/2006 (board of directors)
€25.54
€28.36
€30.33
7) Use of the proceeds
GL events has recourse to public offerings to strengthen its balance sheet and enable the group to pursue potential strategic
acquisitions based on market opportunities.
8) Prospectus.
The French original of the prospectus registered with the AMF (Autorité des Marchés Financiers) under number 05-749 on 4
November 2005 that included:
- the shelf registration document (document de référence), filed by the company with the AMF on 29 April 2005 under number D.05-0591
- the update of this registration document filed on 19 May 2005 under number A.05.0591.01 followed by the update of currency
information of 3 November 2005
- an offering circular (note d'opération)
was made available to the public.
BOARD OF DIRECTORS’ REPORT CONCERNING RESOLUTIONS SIX TO FIFTEEN PROPOSED TO THE
COMBINED SHAREHOLDERS' MEETING OF 19 MAY 2006
REAPPOINTMENT OF A DIRECTOR
With the appointment of André PERRIER approaching its term, we request in resolution six that you reappoint him for six more years,
i.e. until the shareholders’ meeting called to approve the financial statements for the period ending 31 December 2011.
This is the sixth resolution.
AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS FOR THE REPURCHASE OF THE COMPANY SHARES
Your Board of Directors wishes to implement the company's share repurchase program. This objective is presented in resolution
seven.
The share repurchase program that is subject to your approval is pursuant to the authorization granted by the shareholder' meeting
of 17 December 2004 that expires on 17 June 2006.
This authorization concerned 10% of the share capital of the company and was subject to a maximum purchase price of €35 per share
and minimum sale price of €12 per share.
The maximum purchase price per share and minimum sale price per share being submitted for your approval is respectively €52 and
€15.
The objectives of this share repurchase program are in decreasing order of priority:
• Meeting obligations associated with debt securities convertible into ownership interests in entity or stock option programs, bonus
issues or other grants of shares to employees of GL events or affiliates.
• The exchange or transfer of shares purchased in payment for contributions or acquisition of shares of a non-group company in
connection with acquisitions.
• Market-making activities within the framework of a liquidity agreement concluded with an investment service provider according
to conduct a business rules endorsed by the AMF.
• Cancellation of shares purchased by the reduction of capital.
The percentage of shares that may be allocated to meet the different objectives shall be decided in light of operating conditions.
The authorization requested by the shareholders' meeting concerns 10% of the company's share capital or 1,536,268 shares on the
basis of the capital on 31 December 2005.
Pursuant to the decisions of the Board of Directors' meeting of 9 December 2005 and options and warrants exercised up until 31
December 2005, the share capital is €61,450,736 divided into 15,362,684 shares of €4.
P. 152
BOARD OF DIRECTORS
AUTHORIZATION OF THE BOARD OF DIRECTORS TO REDUCE THE SHARE CAPITAL
Resolution eight submitted to your vote authorizes the Board of Directors to cancel shares acquired for the reduction of the capital.
It is specified that the Board of Directors does not intend to have recourse to this option which is not included in the objectives defined
for the share repurchase program.
However, if appropriate, your auditors will present you with a report on such a transaction.
AUTHORIZATION FOR THE BOARD OF DIRECTORS TO ISSUE SHARES AND SECURITIES
We propose that you vest your Board of Directors with the authority of shareholder' meetings, to issue shares or securities conferring
rights to the capital of GL events, with or without preferential subscription rights subject to a maximum nominal amount of
€60,000,000.
This authorization, granted through two resolutions nine and ten respectively in accordance to the provisions of articles L.225-129
and L.225-129-2 paragraph 1 of the French commercial code, shall cancel the previous authorization granted by the shareholder'
meeting of 26 June 2004 that expires on 26 August 2006.
The above authorization provides for the express waiver by shareholders of their preferential subscription rights in favour of the
beneficiaries of capital increases to shares or securities that shall be issued.
Your auditors shall present you with their special report on the waiver of preferential subscription rights in favour of beneficiaries of
shares or securities.
AUTHORIZATION TO THE BOARD OF DIRECTORS TO PROCEED WITH ONE OR MORE CAPITAL INCREASES RESERVED FOR
INDIVIDUALS OR LEGAL ENTITIES
In connection with the acquisition of majority shareholdings, shareholders of the target company have wished to be paid in full or in
part in shares of GL events and notably, through the contribution of their GL events shares in order to benefit from favourable
provisions applicable to capital gains.
It is within the framework of this type of transaction that we propose in resolution eleven that you authorize the Board of Directors to
proceed with one or more capital increases subject to the limit of 10% of the share capital per year reserved for individuals or legal
entities.
This authorization is requested for 18 months subject to the maximum total amount defined in resolutions ten and eleven of €60
million.
We request that you authorize the Board of Directors to determine the issue price according to the provisions of article L.225-136
paragraph 1 of the French commercial code and article 155-5 of the decree of 23 March 1967.
The above authorization constitutes the express waiver by shareholders of their preferential subscription rights in favour of the
beneficiaries of capital increases to shares that will be issued as these capital increases are carried out.
2005 REPORT ANNUAL P. 153
shares or securities.
AUTHORIZATION TO THE BOARD OF DIRECTORS TO GRANT STOCK OPTIONS OR STOCK PURCHASE OPTIONS
We propose that you authorize your Board of Directors to grant new stock options in resolution twelve or stock purchase options in
resolution thirteen.
This authorization is requested for 38 months for a maximum amount of 100,000 stock options or stock purchase options. Under this
authorization, the Board of Directors may grant stock options or stock purchase options within this limit as it seems fit.
We request that you authorize the Board of Directors to determine the subscription price on the day it grants the options. This price
shall not be less than 80% the average trading price over the 20 trading sessions preceding the date the stock options are granted.
We also request that you authorize the Board of Directors to determine the purchase price of shares on the day the options are
granted. This price shall not be less than 80% the average purchase price of shares held by the company for allotments to employees
in connection with "employee profit-sharing" or the share repurchase program.
Finally, we request that you grant all powers to the Board of Directors to determine the other conditions for granting stock options
or stock purchase options.
The authorization to grant options constitutes the express waiver by shareholders of their preferential subscription rights to shares
as options are exercised.
options.
AUTHORIZATION TO THE BOARD OF DIRECTORS TO PROCEED WITH BONUS ISSUES INVOLVING EXISTING OR FUTURE SHARES
OF THE COMPANY
In resolution fourteen we request that you authorize your Board of Directors to grant bonus issues of existing or future shares.
This authorization is requested for 38 months for a maximum amount of 40,000 shares that may not exceed 10% of the share capital.
Bonus shares granted shall be subject to a waiting period that may not be less than two years and must thereafter be held for a
minimum of two years.
We request that you authorize the Board of Directors to determine the beneficiaries of the bonus issues.
We also request that you grant all powers to the Board of Directors to determine the other conditions for granting bonus shares.
The authorization to grant bonus shares constitutes the express waiver by shareholders of their preferential subscription rights in
favour of the beneficiaries of the bonus shares.
bonus shares.
P. 154
BOARD OF DIRECTORS
AUTHORIZATION TO THE BOARD OF DIRECTORS TO PROCEED WITH A CAPITAL INCREASE RESERVED FOR COMPANY EMPLOYEES
In resolution fifteen we submit to your vote a capital increase reserved for employees of the company adhering to a company savings
plan (plan d’épargne d’entreprise,) even though GL events has not implemented such a plan.
In effect, since the law of 19 February 2001, for all capital increases, even when deferred, the shareholders' meeting must vote on a
resolution to proceed with a capital increase reserved for employees on the company adhering to a company savings plan (plan
d’épargne d’entreprise).
We accordingly propose a resolution to this effect that if approved by the shareholders, will authorize, the Board of Directors for 26
months to proceed with a capital increase equal to a maximum of 0.2% of the current share capital. This capital increase may be
carried out through one or more tranches through the issuance of new shares to be subscribed for in cash.
Prior to the opening of the subscription period, your Board of Directors will have 18 months to set up a company savings plan
according to the conditions provided for under article L 443-1 of the French labour code.
The authorization constitutes the express waiver by shareholders of their preferential subscription rights in favour of the employees
participating in the company savings plan.
Your auditors shall present you with their special report on the waiver of preferential subscription rights of shareholders
Your Board of Directors considers that the resolution to proceed with a capital increase reserved exclusively for employees of
GL events adhering to a company savings plan should be rejected.
PROJECT OF SHAREHOLDER RESOLUTIONS
Ordinary resolutions
RESOLUTION ONE
The shareholders, having reviewed the report of the Board of Directors, and the report of the statutory auditors and their report on
this latter report of the chairman, approve the inventory, consolidated annual financial statements and notably, the balance sheet,
income statement and notes to the financial statements for the period ended 31 December 2005, as presented, as well as the
operations reflected in the financial statements or summarized in the reports.
In consequence, the shareholders grant a discharge to the directors for their management for the period ended 31 December 2005.
RESOLUTION TWO
The shareholders, having reviewed the report of the Board of Directors and the report of the statutory auditors on the consolidated
financial statements, approve the inventory, consolidated annual financial statements and notably, the balance sheet, income
statement and notes to the financial statements for the period ended 31 December 2005, as presented, as well as the operations
reflected in the financial statements or summarized in the reports.
RESOLUTION THREE
The shareholders approve the proposal of the board of directors, after recognizing that the net income for the period ending
31 December 2004 was €9,096,161.34 and resolve to appropriate this income as follows:
Determination of distributable amounts
Retained earnings
Distributable amount
€
€
€
9,096,161.34
26,207,724.60
35,303,885.94
€
€
€
454,808.07
7,988,595.68
26,860,482.19
Proposed appropriation
Legal reserve
Dividends of €0.52 par action (x 15,362,684*)
Retained earnings (**)
(*) Number of shares on 31 December 2005 in light of options and warrants exercised between 9 December 2005 and 31 December
2005 and subject to the exercise of options and warrants prior to the shareholders’ meeting
(**) Including €632,757.59 appropriated from net income for the period ended 31 December 2005.
P. 156
In compliance with the new provisions of article 243 bis of the French General Tax Code, shareholders duly note that the breakdown
of dividends deducted from earnings of the period ended 31 December 2005 qualifying or not qualifying for the 40% tax deduction
provided for under article 158 of the French General Tax Code is as follows:
Fiscal year
Registered shares
Held by individuals (*)
31/12/2005
Dividends qualifying
for a 40% tax
deduction
Dividends not qualifying
for a 40% tax
deduction
Held by legal entities
€3, 081,752
5,926,447
9,436,237
€4,906,843
(*) Under this heading are included by default bearer shares including those that may be held by legal entities.
As required by law, dividend payments and the credit for income tax already paid for the preceding three financial periods are
presented below:
Fiscal year
Net dividend
€
Tax credit
(rate of 50%)
€
31/12/2002
31/12/2003
31/12/2004
0.32
0.37
0.41
0.16
0.18
(1)
1) For dividend distributions since 1 January 2005, the tax credit (avoir fiscal) has been cancelled and replaced by a 50% deduction for
the amount distributed to individual investors. This deduction was reduced to 40% for dividend distributions distributed since
1 January 2006.
RESOLUTION FOUR
The shareholders, after having reviewed the special report of the statutory auditors on related-party agreements governed by article
L 225-38 et seq. of the French commercial code and ruling on this report, approve each of these agreements.
RESOLUTION FIVE
The shareholders duly note that the financial statements show expenses of €22,308 that do not qualify as deductible expenses under
article 39-4 of the French general tax code.
RESOLUTION SIX
The shareholders, noting that the appointment of André Perrier as director expires on the date of this meeting, vote to renew his
appointment for six years, i.e. until the annual shareholders' meeting called to approve the financial statements for the period ending
31 December 2011.
RESOLUTION SEVEN
REPURCHASE BY GL EVENTS OF ITS OWN SHARES
The shareholders, after having reviewed the report of the Board of Directors,
AUTHORIZE the Board of Directors in accordance with the provisions of article L.225-209 of the commercial code and article 179-1
of the decree of 23 March 1967, to acquire shares representing up to 10% of share capital subject to the conditions and procedures
defined by the general regulation of the French Financial Market Authority (AMF) and articles 241-1 et seq. of the Monetary and
Financial Code.
RESOLVE that the acquisitions may be made, in decreasing order of priority, for the following purposes:
1. the regularisation of the official price of the shares of the company
2. the sale exchange or any other transfer in order to set up a patrimonial and financial management in view, in particular of:
• Meeting obligations associated with debt securities convertible into ownership interests in entity, stock option programs, bonus
issues or other grants of shares to employees of GL events or affiliates.
• The exchange or transfer of shares purchased in payment for contributions or acquisition of shares of a non-group company in
connection with acquisitions.
• Market-making activities within the framework of a liquidity agreement concluded with an investment service provider
according to conduct business rules endorsed by the AMF.
• Cancellation of shares purchased by the reduction of capital.
These purchases, sales or transfers of shares may be carried out at any time and through all means, including through recourse to
options.
The maximum purchase price per share and minimum sale price per share under this authorization shall be respectively €52 and
€15 and such transactions shall be carried out in accordance with the conditions and procedures defined by the general regulation
of the French Financial Market Authority (AMF) and articles 241-1 et seq. of the Monetary and Financial Code.
These prices shall be subject to adjustments that may be necessary in connection with transactions involving the company's capital.
Grant full authority to the Board of Directors to place stock orders, conclude all agreements and carry out all formalities and all other
measures required for the application of this authorization.
This authorization is granted for a maximum period of 18 months from the date of this meeting.
The Board of Directors, in accordance with the provisions of article L.225-211 paragraph 2 of the French commercial code, shall
provide the shareholders in this report to the annual shareholders' meeting with information concerning transactions carried out
under this share repurchase program including:
• The number of shares purchased and sold during the period,
• The average number of purchases and sales,
• The execution costs,
• The number of treasury shares held by the company at year-end and their value at the purchase price and par value
• The reasons for these purchases
• The percentage of capital they represent
P. 158
BOARD OF DIRECTORS
In addition, in accordance with the provisions of article L.225-209 paragraph 2 of the French commercial code, the Board of Directors
will present the general meeting a special report every year on the purchases of the company shares.
The Board of Directors may delegate all authorities necessary to this purpose to the Chief Executive Officer in compliance with article
L.225-209 paragraph 3 of the French commercial code.
Extraordinary resolutions
RESOLUTION EIGHT
REDUCTION OF SHARE CAPITAL
The shareholders, according to the conditions of quorum and majority required for extraordinary general meetings having reviewed
the report of the Board of Directors and the special report of the Statutory Auditors,
AUTHORIZE, in accordance with the provisions of article L.225-209 paragraphs 4 and 7 of the French commercial code, the reduction
of the share capital by cancelling shares purchased subject to the limit of 10% of the share capital per 24 month period and grants
the Board of Directors full powers to proceed with said capital reduction.
The difference between the purchase value of cancelled shares and their par value may be charged to additional paid-in and revenue
reserves.
RESOLUTION NINE
AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL MAINTAINING PREFERENTIAL
SUBSCRIPTION RIGHTS
The shareholders, according to the conditions of quorum and majority required for extraordinary general meetings, having reviewed
the report of the Board of Directors and in accordance with the provisions of articles L.225-129 and L.225-129-2 paragraph 1 of the
French commercial code,
RESOLVE to delegate its authority to the Board of Directors, for 26 months from the date of this meeting, to issue, maintaining the
preferential subscription rights of shareholders, shares of the company or securities, including straight warrants issued for or
without consideration conferring present and/or future rights to GL events shares, that may be subscribed for by cash or by being
offset by debt due and payable.
Present or future rights issues under the authority hereby granted to the Board of Directors shall not exceed the aggregate nominal
value of €60 million set in the preceding resolution being set forth that:
• within the above limit:
- The issue of bonds with share warrants may not increase the capital by a total nominal amount over €60 million;
- The aggregate nominal amount of the capital increase required to exercise straight warrants shall not exceed €60 million.
• the aforementioned ceilings are set without taking into account the effects on increases in equity of any adjustments required by
law pursuant to the issue of securities conferring rights to shares of the company pursuant to the authority hereby granted including
straight warrants conferring future rights to shares of the company ;
• and the authorization expressly excludes the issuance of preferred stock, investment certificates or any securities or equivalent
giving rise to the creation of preferred shares.
The securities issued conferring rights to GL events shares may consist of bonds or be attached to bond issues or serve as interim
securities leading to the issuance of bonds. They may be, inter alia, either subordinated or not subordinated securities and have a
maturity date or be perpetual. They may be issued in euros, foreign currencies or in currency units composed of a basket of
currencies. The face value of debt securities thus issued shall not exceed €60 million at the time the issue is decided with the further
provison that this is a common ceiling for all debt securities which this shareholders' meeting authorizes the Board of Directors to
issue but is not affected by the value of debt securities not conferring rights to the company's share capital that the annual
shareholders' meeting may decide to issue.
The Board of Directors may grant shareholders a right to subscribe for shares or securities on the basis of the exact rights (à titre
réductible) that shall be exercised in proportion to their rights and within the limit of their demand. If applications for new shares on
the basis of exact rights, and as the case may be, for excess shares on a non-preferential basis (à titre réductible), should fail to
account for the entire issue, the Board of Directors may in the order of its choice, either reduce as provided for under law the amount
of the offering on the basis of applications received provided that they cover at least three quarters the amount of the offering decided,
or freely allocate all or part of the shares issued but not subscribed to the public.
Under the authority conferred upon it, the Board of Directors shall set the characteristics, amount and terms of all issues of
securities. In particular, it shall decide the class of shares to be issued and set their price, and the amount of premium, if any, as well
as their dividend date, which may be retroactive and when applicable the exercise period and price of warrants and the manner in
which securities may entitle their holders to shares.
The shareholders grant full authority to the Board of Directors which they may further delegate to the Chief Executive Officer as
provided by law in accordance with the provisions of article L.225-129-4, to implement this resolution in accordance with the terms
of this report, and issue, in one or more tranches, in such amounts at such times it sees fit, in France and/or, if applicable, another
country the aforementioned securities resulting in an increase in equity and, if applicable, to delay same, record completion thereof
and amend the bylaws accordingly.
P. 160
BOARD OF DIRECTORS
The shareholders hereby specify that the Board of Directors or the Chief Executive Officer to whom it has delegated said authority:
• Shall decide, in accordance with the law, how the rights of holders of securities (including warrants) so issued to obtain stock may
be adjusted, and shall be entitled to suspend, if necessary, the exercise of rights attached to said securities and warrants for up to
three months;
• Shall take all steps and arrange for the completion of all formalities required to have rights, shares, securities and warrants thus
issued traded on a regulated market;
• May set the terms at which securities and/or warrants may be publicly or privately purchased or offered for sale or exchange, as
well as the terms governing the redemption of securities and warrants;
• May charge expenses resulting from the issuance of stock and securities to the corresponding premiums and deduct from such
premiums amounts necessary to bring the legal reserve in line with one tenth of the equity increases resulting from such issues.
• Must, as required by law, implement the procedure providing for special advantages in accordance with articles L 225-147 et seq.
of the French commercial code ;
• Must adjust the price of stock options or stock purchase options in consequence.
The shareholders decide that the authorization granted above supersedes and replaces any prior authorization with the same
purpose.
The shareholders decide in accordance with article L.225-129-3 of the French commercial code, that the grant of authority shall be
suspended, except pursuant to new laws or regulations, during periods when offers to purchase GL events shares or public exchange
offers for shares of the company are in effect, except when such authorization does not fall under the scope of the normal activity of
the company and its implementation is not likely to prevent the offering from succeeding.
RESOLUTION TEN
AUTHORIZATION GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE SHARE CAPITAL ENTAILING CANCELLATION OF
PREFERENTIAL SUBSCRIPTION RIGHTS
the report of the Board of Directors and the special report of the auditors, and in accordance with the provisions of articles L.225-135
and L.225-136 of the French commercial code,
RESOLVE to delegate their authority to the Board of Directors, for 26 months from the date of this meeting, to issue, maintaining the
preferential subscription rights of shareholders, shares of the company or securities, including straight warrants issued for or
without consideration conferring present and/or future rights to GL events shares that may be subscribed for by cash or offset by
debt, and decide to cancel the preferential subscription rights of shareholders to these shares and securities in favour of the public.
RESOLVE that the capital increase provides for a preemptive rights exercise period in favour of shareholders in accordance with the
conditions and provisions of article L.225-135 paragraph 2 of the French commercial code.
RESOLVE to grant authority to the Board of Directors to determine the necessity of providing for this preemptive rights exercise period
and to determine its duration in accordance with the conditions and provisions of article L.225-135 paragraph 2 of the French
commercial code.
Present or future rights issues under the authority hereby granted to the Board of Directors shall not exceed the aggregate nominal
value of €60 million set in the preceding resolution with the proviso that:
• Within the above limit:
- The issue of bonds with share warrants may not cause the nominal volume of shares outstanding to increase by more than €60
million ;
- The aggregate nominal amount of the capital increase required to exercise straight warrants shall not exceed €60 million ;
• The aforementioned ceilings :
- take into account the increase in the nominal value of capital resulting from issues provided for ;
- are set without taking into account the effects on increases in equity of any adjustments required by law to the issue of securities
conferring rights to shares of the company pursuant to the authority hereby granted including straight warrants conferring
future rights to shares of the company ;
• and expressly excludes the issuance of preferred stock, investment certificates or any securities or equivalent giving rise to the
creation of preferred shares.
The securities issued conferring rights to GL events shares may consist of bonds or be attached to bond issues or serve as interim
securities leading to the issuance of bonds. They may be, inter alia, either subordinated or not subordinated securities and have a
maturity date or be perpetual. They may be issued in euros, foreign currencies or in currency units composed of a basket of
currencies. The face value of debt securities thus issued shall not exceed €60 million at the time the issue is decided with the further
proviso that this is a common ceiling for all debt securities which this shareholders' meeting authorizes the Board of Directors to
issue but is not affected by the value of debt securities not conferring rights to the company's share capital that the annual
shareholders' meeting may decide to issue.
Subject to the preemptive rights exercise period of shareholders, the decision of the shareholders' meeting:
• entails waiver by existing shareholders of their preferential rights to subscribe for securities issued in consideration for the exercise
of rights attached to said securities,
• further entails waiver by shareholders of their preferential right to subscribe for shares to which those securities issued in the form of
convertible bonds or straight warrants may be entitled.
P. 162
BOARD OF DIRECTORS
Board of Directors shall set the characteristics, amount and terms of all issues of securities. In particular, it shall decide the class
of shares to be issued and set their price, and the amount of premium, if any, as well as their dividend date, which may be retroactive
and when applicable the exercise period and price of warrants and the manner in which securities may entitle their holders to shares.
In accordance with the provisions of article 155-5 of the decree of 23 March 1967, the issue price of the new shares shall be no less
than the weighted average price of shares of the last three trading days prior to setting its price, eventually subject to a maximum
discount of 5% in accordance with applicable laws.
The shareholders grant full authority to the Board of Directors which they may further delegate to the Chief Executive Officer as
provided by law in accordance with the provisions of article L.225-129-4, to implement this resolution in accordance with the terms
of this report, and issue, in one or more tranches, in such amounts at such times it sees fit, in France and/or, if applicable, another
country the aforementioned securities resulting in an increase in equity and, if applicable, to delay same, record completion thereof
and amend the bylaws accordingly.
The shareholders hereby specify that the Board of Directors or the Chief Executive Officer to whom it has delegated said authority:
• Shall decide, in accordance with the law, how the rights of holders of securities (including warrants) so issued to obtain stock may
be adjusted, and shall be entitled to suspend, if necessary, the exercise of rights attached to said securities and warrants for up to
three months;
• Shall take all steps and arrange for the completion of all formalities required to have rights, shares, securities and warrants thus
issued traded on a regulated market;
• May set the terms at which securities and/or warrants may be publicly or privately purchased or offered for sale or exchange, as
well as the terms governing the redemption of securities and warrants;
• May charge expenses resulting from the issuance of stock and securities to the corresponding premiums and deduct from such
premiums amounts necessary to bring the legal reserve in line with one tenth of the equity increases resulting from such issues.
• Must, as required by law, implement the procedure providing for special advantages in accordance with articles L 225-147 et seq.
of the French commercial code ;
• Must adjust the price of stock options or stock purchase options in consequence.
The shareholders decide that the authorization granted above supersedes and replaces any prior authorization with the same
purpose.
offers for shares of the company are in effect, except when such authorization does not fall under the scope of the normal activity of
the company and its implementation is not likely to prevent the offering from succeeding.
RESOLUTION ELEVEN
RESERVED RIGHTS ISSUES WITH CANCELLATION OF PREFERENTIAL SUBSCRIPTION RIGHTS
The shareholders, in accordance with the provisions of article L.225-138 of the French commercial code, authorize the Board of
Directors, which they may further delegate to the Chief Executive Officer as provided by law in accordance with the provisions of article
L.225-129-4 and subject to the maximum aggregate amount defined in resolutions ten and eleven, for 18 months to proceed with one
or more capital increases subject to the limit of 10% of the share capital per year, reserved for individuals or legal entities as partial
or full payment for the contribution of securities to GL events in connection with acquisitions resulting in a majority interest in the
capital of a third-party company.
The shareholders decide to cancel the preferential subscription right provided for by article L.225-132 of the French commercial code
in favour of the legal entities or individuals contributing said securities.
The issue price shall be set in accordance with the provisions of article L.225-136 paragraph 1 of the French commercial code and
article 155-5 of the decree of 23 March 1967.
offers for shares of the company are in effect, except if such authorizations fall under the scope of the normal activity of the company
and its implementation is not likely to prevent the offering from succeeding.
The auditors of the company will produce for each capital increase the report provided for by law concerning the cancellation of
preferential subscription rights.
RESOLUTION TWELVE
AUTHORIZATION TO GRANT STOCK OPTIONS TO SUBSCRIBE FOR NEW SHARES TO QUALIFYING BENEFICIARIES
the report of the Board of Directors and the special report of the auditors,
AUTHORIZE the Board of Directors within the framework of articles L.225-177 et seq. of the French commercial code, to grant
employees and officers of the parent company and companies of the GL events group, within 38 months from the date of this
authorization meaning until no later than 19 July 2009 options conferring rights to these beneficiaries rights to subscribe to a number
of new shares of the company to be issued pursuant to a capital increase subject to a maximum of 100,000 stock options with each
option conferring a right to subscribe for one share.
RESOLVE that the subscription price shall be determined on the day or days the Board of Directors granted the options and may not
be less than 80% the average opening price of the 20 trading days preceding the date the stock option is granted.
P. 164
BOARD OF DIRECTORS
The Board of Directors shall determine the other conditions for granting stock options that may include provisions:
• Imposing restrictions on the immediate resale of all or part of the shares for a period that may not exceed three years from the
option exercise date;
• Requiring that beneficiaries be employees when options are exercised;
• Concerning the possibility of exercising options in several tranches.
Stock options may not be granted to employees and officers individually holding more than 10% of the share capital in compliance
with article L.225-182 of the French commercial code.
This authorization entails the express waiver by shareholders of their preferential subscription rights to shares as options are
exercised.
The capital increase resulting from the exercise of stock options shall be rendered definitive solely by the declaration of the exercise
of the option, accompanied by the subscription bulletin and the corresponding payment that may be either in cash or by offsetting
amounts owed by the company.
The Board of Directors shall have all powers to set the other conditions and procedures concerning this grant of options, to record
the successive capital increases and carry out the resulting formalities.
RESOLUTION THIRTEEN
AUTHORIZATION TO GRANT STOCK PURCHASE OPTIONS FOR EXISTING SHARES TO QUALIFYING BENEFICIARIES
the report of the Board of Directors,
AUTHORIZE the Board of Directors within the framework of articles L.225-177 et seq. of the French commercial code, to grant
employees and officers of the parent company and companies of the GL events group, within 38 months from the date of this
authorization which means until 19 July 2009, options conferring rights to these beneficiaries to subscribe to shares of the company
within the limit of a maximum of 100,000 stock purchase options, each option conferring a right to purchase one share.
RESOLVE that the purchase price shall be determined on the day the options are granted and that the price shall not be less than
80% the average purchase price of shares held by the company for allotments to employees in connection with "employee profitsharing" or the share repurchase program.
RESOLVE that the company may not repurchase its own shares more than one year from the date the options were granted by the
Board of Directors.
The maximum number of options permitted by virtue of the authorization granted to the Board of Directors under this resolution falls
under the common ceiling of 100,000 options established in resolution fourteen.
The Board of Directors shall determine the other conditions for granting stock options that may include provisions:
• Imposing restrictions on the immediate resale of all or part of the shares for a period that may not exceed three years from the
option exercise date;
• Requiring that beneficiaries be employees when options are exercised;
• Concerning the possibility of exercising options in several tranches.
Stock purchase options may not be granted to employees and officers individually holding more than 10% of the share capital in
compliance with article L.225-182 of the French commercial code.
The Board of Directors shall have all powers to set the other conditions and procedures concerning this grant of options.
RESOLUTION FOURTEEN
AUTHORIZATION TO GRANT BONUS SHARES
AUTHORIZE the Board of Directors in accordance with the provisions of article L.225-197-1 et seq. of the French commercial code,
within 38 months from the date of this authorization which means until 19 July 2009 to grant bonus issues of existing or future shares.
RESOLVE that the number of bonus shares that may be granted shall not exceed 40,000 and 10% of the share capital.
RESOLVE that the allotment of bonus shares shall be fully vested after a waiting period that may not be less than two years as
provided for by law.
RESOLVE that that the minimum holding period for bonus shares may not be less than two years from the date the bonus shares are
vested as provided for by law.
The Board of Directors shall determine the identity of beneficiaries of bonus shares.
The Board of Directors shall determine the other conditions for granting bonus shares.
In compliance with the last paragraph of article L.225-197-1 of the French commercial code, bonus shares may not be granted to
persons individually holding more than 10% of the share capital or to persons that would individually hold more than 10% of the share
capital after being granted the said bonus shares.
The Board of Directors shall have all powers to set the other conditions and procedures concerning this grant of bonus shares.
P. 166
BOARD OF DIRECTORS
RESOLUTION FIFTEEN
PROPOSITION TO PROCEED WITH A CAPITAL INCREASE RESERVED FOR GL EVENTS EMPLOYEES
RESOLVE, in accordance with the provisions of article L 225-129-6 paragraph 1 of the French commercial code, to proceed with a
rights issue of cash shares reserved for employees of the company provided for on the conditions of article L 443-5 of the French
labour code.
RESOLVE, if this resolution is adopted,:
• That the Board of Directors will have 18 months to set up a company savings plan according to the conditions provided for under
article L 443-1 of the French labour code,
• To authorize the Board of Directors within 26 months from this day to proceed with a capital increase that shall not to exceed 0.2%
of the current share capital that may be carried out through one or more tranches through the issuance of new shares to be
subscribed for in cash and reserved for employees adhering to a company savings plan to be previously set up,
• To grant all powers to the Board of Directors to implement this authorization and to this purpose:
• Set the number of new shares to be issued and their dividend dates,
• Set, pursuant to the special report of the auditors, the issue price of the new shares and the timetable for employees to exercise
their rights,
• Set the timetable and procedures for the payment of new shares,
• Formally record the completion of the capital increase(s) and amend the bylaws accordingly,
• Complete all measures and formalities required for the capital increase(s).
The authorization granted by this resolution entails waiver by shareholders of their preferential subscription rights to the shares that
will be issued in favour of employees adhering to a company savings plan.
RESOLUTION SIXTEEN
The shareholders, in accordance with article L.225-129-2 of the French commercial code, grant all powers to the Board of Directors
to amend the bylaws of the company pursuant to capital increases carried out under the above authorizations.
RESOLUTION SEVENTEEN
Full authority is hereby granted to the bearer of the minutes of this meeting or a copy thereof for the purpose of all required legal and
administrative formalities.
P. 168
GENERAL
INFORMATION
CONCERNING
GL EVENTS
AND ITS CAPITAL
GENERAL INFORMATION CONCERNING
GL EVENTS
COMPANY NAME AND REGISTERED OFFICE :
GL events
(name adopted by the extraordinary shareholders'
meeting of 11 July 2003, replacing the name Generale
Location)
Route d’Irigny – Zone Industrielle – 69530 BRIGNAIS
Nationality: French
Form and applicable law: Société Anonyme [French
equivalent of a joint stock company] governed by
French law
Registry of Companies:
351 571 757 RCS LYON – APE Code: 741 J
CORPORATE CHARTER:
The company’s corporate purpose is:
The acquisition of interests in any companies and
firms, whether French or foreign joint ventures, current or future, by any means, including by contribution, subscription or purchase of shares, merger, etc.
Any financial transactions or transactions involving
movable and immovable property related directly or
indirectly to the corporate purpose and to any similar
or related purposes;
Any administrative consulting services and other services and any research and development activities;
The organization, communication, management,
general installation and layout of exhibitions, fairs,
public or private events, and events of any type, whether in France or other countries, as well as training;
The design, manufacture, leasing, installation and
layout of stands, floor covering, floral decoration,
decoration of any premises and exhibitions, signs,
museum fittings, venue design, furnishings, furnitureequipment and accessories, electricity distribution,
lighting systems, light space design, heating, airconditioning, sound system, captation and projection
of films and high-power video projection on any
media, multimedia screen walls, temporary structures, platforms, exhibition items, and, more generally, any products, processes and undertakings related to these events, as well as their advertising and their promotion in any form whatsoever.
It may act directly or indirectly and may engage in all of these undertakings on its behalf or on behalf of third parties either alone, or through
partnerships, associations, joint ventures or companies, with any other
persons or companies and carry them out in any form whatsoever.
It may also acquire interests in any companies and business dealings,
regardless of the purpose thereof.
P. 170
GENERAL INFORMATION CONCERNING GL EVENTS
AND ITS CAPITAL
FISCAL YEAR
Each fiscal year lasts for one year, commencing on 1
January and ending on 31 December.
whose shares are registered in the name of an intermediary under the
conditions fixed in Article L. 228-1 of the Code de Commerce may be
represented by this intermediary.
GENERAL MEETINGS (Articles 22 and 23 of the bylaws or
statuts)
General meetings of the Shareholders are called by
the Board of Directors, or, in its absence, the auditors
and any person so authorized by law.
The right to attend or to be represented at the general meetings is conditional either upon registration of the shareholder holding the registered
shares in the accounts kept by the company, or filing at the place indicated in the meeting notice certificates issued by the authorized intermediaries confirming that until the date of the meeting, bearer shares are held
in an account by the latter and remain non-transferable. These formalities must be accomplished at the latest five days prior to the general meeting.
In particular, one or more shareholders, representing
at least the required share of the share capital and
acting according to the conditions and periods fixed
by the law, may request -- by registered mail with
request for acknowledgement of receipt -- draft resolutions to be included on the meeting’s agenda.
The forms and periods for calling such meetings are
governed by the law. The meeting notice must fix the
place of the meeting, which may be the registered
office, or any other place, as well as its agenda.
Any shareholder may attend general meetings and
proceedings in person or through a representative,
regardless of the number of his or her shares, subject
to providing proof of identity, and provided that no
payments are due on said shares on condition they
have been registered in his or her name for at least
five days prior to the date of the meeting.
Any shareholder may vote by mail using a form that
may be obtained according to the conditions indicated
by the general meeting notice. Any shareholder may
-- under the conditions fixed by laws and regulations- send his or her proxy and voting form by mail
concerning any general meeting, in paper form, or,
based on a decision of the Board of Directors, published in the meeting announcement and notice and by
electronic transmission.
A shareholder may also be represented according to
the conditions fixed by regulations in effect, provided
that the representative is equally a shareholder. A
shareholder may also be represented by his or her
spouse. A shareholder not domiciled in France
However, the Board of Directors may reduce or eliminate these periods.
Holders of registered shares are admitted upon furnishing proof of their
identity, while owners of bearer shares are admitted subject to furnishing
proof of the aforementioned certificate.
Access to the general meeting is open to registered shareholders, subject
to proof of their status. However, if it deems this useful, the Board of
Directors may provide shareholders personal admission cards in their
name.
VOTING RIGHTS (Article 25 of the bylaws)
At general meetings, each member of the meeting has one vote for each
share that he or she possesses or represents, without limitation.
However, a double voting right to that conferred upon the other shares,
with regard to the percentage of the capital they represent, is given to all
fully paid up shares held in registered form for the last three years in the
name of the same shareholder.
If new shares are issued further to the capitalization of reserves or an
exchange of shares in connection with a stock-split or reverse split, the
double voting right is conferred upon shares granted in registered form,
provided they were held in registered form since their allotment. This
double voting right is conferred upon shares held in registered form for
three years after being allotted.
Mergers or demergers of the company do not affect the double voting right
that may be exercised at the beneficiary company provided the bylaws of
the latter have established a double voting right.
APPROPRIATION OF INCOME (article 28 of the bylaws)
At least one-twentieth of the year’s profit, less any
losses carried forward, is deducted and allocated to a
reserve fund, called the "legal reserve", limited to
one-tenth of the share capital. Said deduction shall
once again be necessary if, for any reason whatsoever, the "legal reserve" falls below said level.
The distributable profit is constituted by the year’s
profit, less any loss carried forward and amounts posted to reserves pursuant to the law or the bylaws, and
increased by retained earnings.
From this profit the general meeting then deducts
amounts it deems appropriate to allocate to any
optional reserve funds, whether ordinary or extraordinary, or to retained earnings.
The balance, when it exists, is allocated to the shares
in proportion to their paid up, unredeemed amount.
However, with the exception of a capital reduction, no
distribution may be made to the shareholders if, following said transaction, the equity capital is or falls
below the amount of the capital increased by the
reserves that cannot be distributed pursuant to the
law or the bylaws.
The general meeting may decide to distribute
amounts deducted from available reserves. In this
case, the decision must expressly indicate the reserve accounts from which the deductions are made.
The losses, if any, after approval of the accounts by
the general meeting, are registered under liabilities
in a special balance sheet account, to be charged to
the profits of subsequent years, until extinction or
charged to reserves.
SPECIAL DISCLOSURE REQUIREMENTS CONCERNING OWNERSHIP THRESHOLDS (Article 12 of the
bylaws)
In addition to the legal obligation to inform the company of certain percentages of voting rights attached
to the capital held, any shareholder, whether an individual or a legal entity, who comes to own or control
-- whether directly or indirectly, or jointly with other
shareholders pursuant to the law -- at least 2.5% of
the capital and/or voting rights of the company, must
inform the company thereof by registered mail with
acknowledgement of receipt within fifteen days of the
crossing of the threshold. It must also indicate if the shares are held on
behalf of, under the control of or jointly with other individuals or legal entities. This notification is repeated for each additional fraction of 2.5% of the
capital and/or voting rights up to the threshold of 50% of the capital.
DOCUMENTS AND INFORMATION CONCERNING THE COMPANY MAY
BE CONSULTED AT:
The registered office: Route d’Irigny – Zone Industrielle – 69530 Brignais
GENERAL INFORMATION CONCERNING THE CAPITAL
OF GL EVENTS
CAPITAL STOCK
On 3 December 2004, the date of the last Board of Directors' meeting of fiscal year 2004 that recorded the completion of the capital increase resulting
from the exercise of stock options, the share capital was €54,336,412 divided
into 13,584,103 shares of €4 per share.
Between 3 December 2004 and 31 December 2004, 136,500 stock options
were exercised resulting in a capital increase of €546,000.
The Board of Directors' meeting of 11 March 2005 recorded the capital
increase of €546,000 through the cash contribution resulting from the exercise of 136,500 stock options and a capital increase of €20 following the exercise of ten warrants resulting in the creation of five new shares.
The Board of Directors’ meeting on October 28, 2005 recorded the capital
increase of:
> €34,800 through the issuance of cash shares following the exercise of
8,700 stock options,
> €134,552 pursuant to the exercise of 67,276 warrants resulting in the
P. 172
AND ITS CAPITAL
The Board of Directors' meeting of 9 December 2005
recorded the capital increase of:
> €6,116,864 through the issuance of cash shares
and the subscription of 1,529,216 shares,
> €134,000 through the issuance of cash shares
pursuant to the exercise of 33,500 stock options
> €65,616 through the exercise of 32,808 warrants
resulting in the creation of 16,404 for new shares.
After 9 December 2005 and before 31 December
2005:
> 12,300 stock options were exercised resulting in a
capital increase of €49,200
> 16,636 warrants were exercised resulting in the
creation of 8,318 new shares at €4 per share.
The share capital on 31 December 2005 was consequently €61,450,736 divided into 15,362,684 shares
at €4 per share.
The Board of Directors' meeting of 10 March 2006
recorded the completion of the capital increase of
€49,200 through a cash contribution resulting from
the exercise of 12,300 stock options and a capital
increase of €33,272 from the exercise of 16,636 warrants resulting in the creation of 8,318 new shares.
GL events shares are traded on Eurolist Euronext
Paris - compartment B - CACSmall 90 index.
SECURITIES CONFERRING RIGHTS TO THE CAPITAL
Under the authority granted by the combined shareholders' meeting of
20 June 2002, the Board of Directors' meeting of 2 June 2003, by virtue
of article L.225-129 V of the French commercial code, delegated its
authority to its Chairman to issue shares with equity warrants (actions
avec bons de souscription d’actions).
Within the framework of this delegation of authority, 1,064,794 new shares were issued with an equivalent number of warrants attached.
Pursuant to the exercise of:
> 8 warrants recorded by the Board of Directors’ meeting of 5
December 2003,
> 10 warrants recorded by the Board of Directors’ meeting of 11 March
2005,
> 67,276 warrants recorded by the Board of Directors’ meeting of 28
October 2005,
> 32,808 warrants recorded by the Board of Directors’ meeting of 9
December 2005,
> 16,636 warrants recorded between 9 December and 31 December
2005
on 31 December 2005, 948,554 warrants remained outstanding, representing rights to subscribe to 474,277 new GL events shares on the basis
of one new share at €4 for two warrants.
EMPLOYEE STOCK OPTIONS
The extraordinary general meeting of 3 October 1998 authorized the
Board of Directors to issue 100,000 options to subscribe for shares in
favour of employees of GL events (then named Générale Location) and of
the group and/or the directors of the company or companies of the
GL events group. Given the five-for-one stock split carried out by the
combined shareholders' meeting of 15 June 2001, the number of options
to be issued was increased to 500,000. These subscription options were
distributed in the plans 1 to 5 in the table below. Plans 1 and 2 reached
maturity in 2004.
The combined shareholders meeting of 10 December 2001 authorized
the Board of Directors to issue a total of 120,000 shares to subscribe for
or purchase options in favour of the employees of GL events and of the
Group and/or officers of the company or companies of the GL events
Group. These options were allotted by the Board of Directors on 22 October
2002 (plan 6), 15 May 2004 (plan 7)and 3 September 2004 (plan 8).
Plan 3
00-1
Date of the general meeting authorizing
the issuance of the options
Date of the Board of Director’s meeting
Number of shares available for
subscription
Of which: number of shares that can be
subscribed by the current members
of the Executive Committee
Number of officers concerned
Option exercise starting date
Expiration date (end of selling
restrictions)
Subscription price (€)
Number of shares subscribed (*)
Plan 4
00-2
Plan 5
01-1
Plan 6
02-1
Plan 7
03-1
Plan 8
04-1
03.10.1998
29.02.2000
03.10.1998
21.11.2000
03.10.1998
22.10.2001
10.12.2001
22.10.2002
10.12.2001
15.05.2003
10.12.2001
03.09.2004
183,500
25,000
55,000
31,000
26,000
63,000
91,500
6
28.02.2002
21.11.2002
19,100
6
22.10.2003
10,500
2
22.10.2004
16,000
2
15.05.2005
27,000
2
03.09.2006
28.02.2005
11.69
166,850
21.11.2005
21.36
25,000
22.10.2005
8.45
29,800
22.10.2006
11.43
3,000
15.05.2007
12.02
5,000
03.09.2008
16.57
0
(*) on 31 March 2006
AUTHORIZED CAPITAL NOT ISSUED
The extraordinary shareholders' meeting of 25 June
2004 authorized the Board of Directors to issue all
types of negotiable securities with the maintenance
and/or cancellation of the preferential subscription
right for a maximum nominal amount of €35 million.
This authorization was given for 26 months expiring
on 25 August 2006.
The Board of Directors’ meeting of 28 October 2005
under the authorization granted by the shareholders' meeting of 25 June 2004, according to article L
225-129-V of the French commercial code (becoming subsequently L 225-129-4 pursuant to ordinance 2004-604), delegated its powers to its
Chairman and Chief Executive Officer, to determine
the amount of the capital increase and its terms and conditions and
notably set the issue price of the new shares on the basis of the weighted average price of the last three trading days preceding the opening of
the order book, subject to a maximum discount of 5%.
By virtue of the powers delegated by the Board of Directors of 28 October
2005, on 3 December 2005 the Chairman and Chief Executive Officer
determined the procedures of the capital increase and set the number
of shares to be issued at 1,529,216 shares on the basis of an issue price
of €23.40 per share.
The Board of Directors' meeting of 9 December 2005 recorded the completion of the capital increase for €6,115,864 through the subscription
for 1,529,216 shares.
P. 174
AND ITS CAPITAL
Five-year summary of changes in GL events' share capital
Date
Type of transaction
2001 1st half
15/06/2001
Exercise of options
Five-for-one split
Conversion of the
capital into euros
Capital increase
Capital increase
Exercise of options
Exercise of options
Acquisition-merger
of Polygone Group
Capital increase
Capital reduction
by cancelling
Issue in cash
or in kind
nominal
4/03/2002
30/09/2002
20/12/2002
20/12/2002
11/07/2003
11/07/2003
11/07/2003
05/12/2003
05/12/2003
05/03/2004
03/12/2004
11/03/2005
11/03/2005
28/10/2005
28/10/2005
09/12/2005
09/12/2005
09/12/2005
10/03/2006
10/03/2006
treasury shares
Contribution
in kind (7)
Exercise of options
Cash contribution
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Exercise of options
Cash contribution
Exercise of options
Exercise of options
Exercise of options
Exercise of options
330,000(1)
Capitalization
of reserves
/ debt
Successive
amount
of the capital
premium
Number of shares
issued
226,314
239,353,900
239,353,900
3,300
Nominal
value
cumulated
2,393,539
11,967,695
FRF 100
FFR 20
€3,049
€3,957
€4
€4
€4
50,000(4)
13,400
14,250(4)
9,386,50
36,489,267
47,352,807
47,870,780
47,920,780
47,934,180
31,127,932
85,601,812
79,062,112
7,781,983
19,765,528
€4
30,914,864
85,015,876(5)
48,147,248
7,728,716(6)
12,036,812
€4
1,027,972
10,000
4,259,176
202,800
16
500,000
189,200
546,000
20
34,800
134,552
6,116,864
134,000
65,616
49,200
33,272
2,647,028
2,850
11,180,337
110,895
56
142,500
263,805
1,049,425
70
52,405
470,932
29,666,790
471,825
229,656
69,305
116,452
49,175,220
49,185,220
53,444,396
53,647,196
53,647,212
54,147,212
54,336,412
54,882,412
54,882,432
54,917,232
55,051,784
61,168,648
61,302,648
61,368,264
61,421,464
61,454,736
256,993
2,500
1,064,794
50,700
4
125,000
47,300
136,500
5
8,700
33,638
1,529,216
33,500
16,404
13,300
8,318
12,293,805
12,296,305
13,361,099
13,411,799
13,411,803
13,536,803
13,584,103
13,720,603,,
13,720,608
13,729,308
13,762,946
15,292,162
15,325,662
15,342,066
15,355,366
15,363,684
€4
€4
€4
€4
€4
€4
€4
€4
€4
€4
€4
€4
€4
€4
€4
€4
10,863,540.44(2)
517,972.74(3)
12,500
3,350
11,967,695
11,967,695
11,967,695
11,980,195
11,983,545
(1) Exercise of options by six employees in March and June 2001. (2) Capitalization of “Issue Premium“ (euros). (3) Capitalization of
“Other Reserves” (euros). (4) In euros. (5) Reduction of the merger premium. (6) Cancelled shares. (7) The general meeting of 11 July
2003 approved the capital increase to partially pay the ex-majority shareholders of Compagnie Française de Tourisme d’affaires Cofrata subsequently becoming Europa Organisation.
ANALYSIS OF CAPITAL AND VOTING RIGHTS
On 31 March 2006, the total number of voting rights was 23,711,967.
To the best of the company's knowledge, the breakdown of capital and
voting rights held on 31 March 2006:
Number
of shares
Polygone (1)
Banque de Vizille
Officers of
GL events
- Olivier GINON
- Olivier ROUX
- Gilles GOUEDARD-COMTE
- Aquasourça
- Damien BERTRAND
- Philippe MARCEL
- André PERRIER
- Erick ROSTAGNAT
Public
TOTAL
Percentage
of capital
Percentage of
voting rights
8,603,729
772,000
55.98
5.02
66.90
5.82
117,986
200
64,118
1
28,079
1,000
2,000
34,539
5,744,453
15,368,105
0.77
0.00
0.42
0.00
0.18
0.01
0.01
0.22
37.39
100.00
0.95
0.00
0.50
0.00
0.15
0.00
0.02
0.27
25.39
100.00
(1) Polygone is a holding company whose capital is held as follows:
Olivier GINON 55.59%,
Olivier ROUX 21.66%,
Xavier GINON 4,62%,
Gilles GOUEDARD-COMTE 0.10%,
Compagnie du Planay 3.63%
Aquasourça 9.53%
Banque de Vizille 4.84%
Other individual investors holding jointly a total of 0.03% of the capital.
Compagnie du Planay is a holding company, 99.99% of whose shares are
held by Mr. Gilles GOUEDARD-COMTE.
Aquasourca is a holding structure. Its principal shareholder is Sophie
DEFFOREY CREPET.
To the best of the company's knowledge, there are no shareholders other
than those mentioned above, who directly or indirectly hold more than
5% of the share capital.
P. 176
AND ITS CAPITAL
CONTROLLING INTEREST IN ITS OWN CAPITAL
On 31 December 2005, GL events did not have crossshareholdings conferring it a controlling interest in
itself.
ACQUIRED SHARES
Within the framework of the share repurchase proTreasury stock
at 01/01/2005
Number of shares
Average price (in €)
Purchase price
Sales price
Nominal value
Percentage of capital
1
0
-
2
10,350
17.99 (1)
201,344 (1)
€4
€4
0.07%
gram authorized by the general meeting of 20 June 2003 (memorandum
03-510 of 3 June 2003), renewed by the combined shareholders' meeting
of 17 December 2004 (memorandum 04-939 of 30 November 2004),
GL events carried out the following transactions destined to assure an
orderly market in the company’s shares:
Purchases
from 01/01/2005
to 31/03/2006
(15 months)
1
2
375,663
27.50
10,330,100
4€
2.44%
Sales
from 1/01/2005
to 31/03/2006
(15 months)
1
Treasury stock
at 31/03/2006
2
359,383
27.52
1
0
-
9,891,629
4€
2.34%
0%
Total
treasury
stock at
31/03/2006
2
23,351
35.49 (1)
828,727 (1)
23,351
35.49 (1)
828,727
4€
0.15%
4€
0.15%
Col. 1: Treasury shares
Col. 2: A liquidity agreement for GL events of 50% shares until 30/09/2005 and 100% thereafter
(1) Market price
Trading fees for the above transactions, carried out
within the framework of the market making agreement
aggregated €24,395 for 2005.
DISCLOSURES CONCERNING THE CROSSING OF SHAREHOLDER THRESHOLDS
In the period ended 31 December 2005, no ownership thresholds subject
to disclosure requirements were crossed.
NON-TRANSFERRABLE SHARES
3000 shares out of a total of 8,000 resulting from the
exercise of stock options are non-transferrable until
22 October 2006, and 5,000 until 15 May 2007.
CHANGES IN THE SHAREHOLDER STRUCTURE OVER THE LAST THREE YEARS
Pursuant to the changes in capital described in the above table “Five-year
summary of changes in GL events' share capital”, the shareholder
structure has evolved as follows:
Percentage of capital
(at 31 December)
2003
2004
2005
Polygone
Other directors
Banque de Vizille
Other shareholders
58.19
2.07
5.00
34.74
57.41
1.71
5.00
35.88
56.04
1.65
5.00
37.31
Percentage of voting rights
(at 31 December)
2003
2004
2005
Polygone
Other directors
Banque de Vizille
Other shareholders
66.37
2.22
6.44
24.97
65.88
1.90
6.39
25.83
66.93
1.91
5.80
25.36
PLEDGES, GUARANTEES AND SURETIES
Pledges of shares of the issuer registered in an account in the name of shareholder (nominatif pur):
Name of
shareholder
with standard
registered shares
(nominatif pur)
Beneficiary
Beginning of
pledge period
Expiration of
pledge period
Polygone SA
BECM
26/09/2002
26/08/2009
Polygone SA
BECM
25/06/2003
25/06/2010
Polygone SA
SLB
05/03/2005
05/07/2012
Polygone SA
SLB
28/10/2005
15/07/2012
TOTAL
Condition for
exercising
the pledge
Pledge redeemed
with the loan
Pledge redeemed
with the loan
Pledge redeemed
with the loan
Pledge redeemed
with the loan
Number of shares
of the issuer
Percentage of
capital of the
issuer pledged
179,037
1.17%
167,410
1.09%
228,624
1.49%
385,510
2.51%
960,581
6.25%
P. 178
RESPONSABLE PERSON FOR THIS DOCUMENT
(DOCUMENT DE REFERENCE)
PERSON
RESPONSABLE
FOR THE
REGISTRATION
DOCUMENT
Olivier GINON
Chairman and Chief Executive Officer
CERTIFICATION OF MANAGEMENT
“To our knowledge, the information contained in this document provides a true
and fair picture of the company’s existing situation. It includes all information
required by investors to formulate an opinion concerning the assets and liabilities, business, financial situation, earnings and outlook of the issuer. It does not
contain any omissions that could affect the validity of this document.
The Company has obtained a letter from its statutory auditors confirming the
completion of their engagement whereby, in compliance with accounting doctrine and professional standards applicable in France, they performed procedures
to verify the information on the financial condition and financial statements presented in this document and reviewed its entire content”
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
Lyon, 26 April 2006
Monsieur Olivier GINON
AUDITORS
Date of first
appointment
Renewal date
End of
appointment
(AGM approving
the accounts
closed on)
Statutory auditors
Jean-Paul SIMOENS
302, rue Garibaldi
69007 Lyon
MAZARS
(Jean-Marie Barbereau)
131, boulevard Stalingrad
69624 VILLEURBANNE
Alternate auditors:
Michel MAZA
102, route de Paris
69280 Charbonnieres
Olivier BIETRIX
131, boulevard Stalingrad
69624 Villeurbanne
14 June 1996
20 June 2002
13 July 2005
20 June 2002
13 July 2005
31 December 2007
31 December 2007
/
31 December 2007
31 December 2007
FEES PAID BY THE GROUP TO THE AUDITORS AND MEMBERS OF THEIR NETWORK
Jean-Paul Simoëns
Amount
Auditing
- Auditing, certification,
examination of the
individual and consolidated
accounts
- Other related assignments
- Missions accessoires
Subtotal
%
MAZARS
2005
André
FLUCHAIRE
2004
217,856
34,000
251,856
105,000
6,000
111,000
251,856
111,000
Amount
%
M. André
FLUCHAIRE
2004
2005
2004
58%
65%
58%
44%
50%
44%
160,875
18,250
179,125
135,000
6,000
141,000
42%
35%
42%
56%
50%
56%
58%
44%
179,125
141,000
42%
56%
MAZARS
2005
2005
2004
Other services
None
TOTAL
DISCLAIMER
This document is a free translation of the French
language registration document (document de reference) and produced solely for the convenience of
English speaking readers. However, only the French
text has any legal value. Consequently, the translation
may not be relied upon to sustain any legal claim, nor
should it be used as the basis of any legal opinion.
P. 180
Notes :
Notes :
P. 182
Notes :
Amiens
Bordeaux
Brest
Clermont-Ferrand
Grenoble
Lille
Lyon
Marseille
Montpellier
Nancy
Nantes
Nice
Paris
Poitiers
Rennes
Rouen
Saint-Etienne
Saint-Nazaire
Strasbourg
Toulouse
Vannes
Financial Communication Service - Tel: +33 (0) 4 72 31 54 20 - Fax: +33 (0) 4 72 31 54 95 - [email protected]
Holding - Route d’Irigny - ZI Nord - BP 40 - 69530 Lyon-Brignais - France
Tel: +33 (0) 4 72 31 54 54 - Fax: +33 (0) 4 72 31 54 99 - [email protected]
… BRINGING PEOPLE TOGETHER
2005 ANNUAL REPORT
Belgium
Canada
China
United Arabic Emirates
Spain
United States
Italy
Hongary
Portugal
United-Kingdom
Switzerland
2005 ANNUAL REPORT

Annual report 2005

Transcription

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