Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon

Transcription

Cover comptes UK exe
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Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest •
Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly •
Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East
Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener
Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka •
Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie
• Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille •
Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis •
Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy •
Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood
Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens •
Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland •
• Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens •
Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille
t • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland •
Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève •
• Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest •
Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vé
Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell •
• Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly •
Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens •
• Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East
Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland •
Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener
• London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka •
Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava •
•
•
•
• Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie
Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac •
os Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille •
• Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London •
Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis •
Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq
• Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy •
Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal •
nchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood
Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico •
• Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Janeiro • Athens •
Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer •
• Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland •
Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Mun
de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest •
Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris
• Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly •
Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East Grinstead • Clearwater •
• Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London • Maidenhead • East
Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener Neudorf • Brussels • Rio de Ja
• Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq • Wiener
Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale •
• Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka •
Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bra
• Wiener Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie
Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon • Mérignac •
• Osaka • Seoul • Chippendale • Parnell Auckland • Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille •
• Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis • Istanbul • London •
Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève • Tunis •
Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy • Longjumeau • Villeneuve d'Ascq
•
•
•
•
•
• Issy les Mlx • Lille • Lyon • Mérignac • Montargis • Amilly • Nanterre • Nice • Serris • Labège • Vélizy •
Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires •
E HEA
R T O F• Maidenhead
D E C I S I O• N
-M
AKING
Neudorf • Brussels • Rio de Janeiro • Athens • Budapest • Milan • Mexico • Utrecht • Varsovie • Lisbon • Madrid • Bratislava • Bucarest • Zürich • Bensheim • Munchen • Genève T• O
TunisT H
• Istanbul
• London
East
Grinstead
• Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka •
Istanbul • London • Maidenhead • East Grinstead • Clearwater • Blue Bell • Englewood Cliffs • Montreal • Buenos Aires • Osaka • Seoul • Chippendale • Parnell Auckland •
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Cegedim
Limited liability company
With a capital of € 8,891,004.61
127 to 137, rue d’Aguesseau
92100 Boulogne
350 422 622 Trade and Corporate Register of Nanterre
NAF code : 723 Z
Telephone : + 33 (0) 1 49 09 22 00
Fax : + 33 (0) 1 46 03 45 95
http://www.cegedim.fr/
ANNUAL GENERAL MEETING
HELD ON 23 APRIL 2003
1
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Reference document
SECTION I
1.1.
1.2.
1.3.
1.4.
PERSONS RESPONSIBLE FOR DRAFTING THE PROSPECTUS AND AUDITORS ..............4
Name and function of the person responsible for the document ..................................................................................................................4
Statement by the person responsible for the reference document ................................................................................................................4
Name, addresses and terms of office of statutory auditors ...........................................................................................................................4
Information policy 5
SECTION II
FILE A - ISSUE/LISTING OF SHARES REPRESENTING THE CAPITAL.................................5
Not applicable
SECTION III
GENERAL INFORMATION ABOUT THE ISSUER AND ITS CAPITAL .................................... 5
3.1. General information about the issuer ........................................................................................................................................................... 5
3.2.
3.3.
3.4.
3.5.
General information about the capital .......................................................................................................................................................... 7
Current breakdown of the capital and voting rights ..................................................................................................................................... 8
Market on which Cegedim shares are traded ............................................................................................................................................ 10
Dividends
........................................................................................................................................................................................10
SECTION IV
INFORMATION ABOUT CEGEDIM'S ACTIVITIES ................................................................. 11
4.1. Description of the Cegedim company and Group ...................................................................................................................................... 11
4.2. Summary information concerning any dependence of Cegedim with regard to patents and licences, procurement,
industrial, commerical contracts or new manufacturing processes, when these factors have a significant impact
on the issuer's business or profitability ....................................................................................................................................................... 30
4.3. Workforce of the Cegedim Group ............................................................................................................................................................... 31
4.4. Investment policy ........................................................................................................................................................................................31
4.5. Issuer’s risks
........................................................................................................................................................................................32
SECTION V
NET WORTH – FINANCIAL POSITION – RESULTS .............................................................. 33
5.1. Financial statements of Cegedim S.A. ....................................................................................................................................................... 33
5.2. Consolidated statements ............................................................................................................................................................................ 49
5.3. Fees of the auditors and members of the network dealt with by the Group .............................................................................................. 75
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SECTION VI
Page 3
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES...................................... 76
6.1. Composition and operation of administrative, management and supervisory bodies ................................................................................ 76
6.2. The managers' holdings in the capital of Cegedim..................................................................................................................................... 76
6.3. Personnel incentive schemes...................................................................................................................................................................... 77
SECTION VII
INFORMATION ABOUT RECENT DEVELOPMENTS AND FUTURE PROSPECTS............. 77
7.1. Recent developments.................................................................................................................................................................................. 77
7.2. Outlook for the future .................................................................................................................................................................................. 78
Annexes
General Meeting of 23 April 2003 - Management report concerning the operations for the fiscal year ended December 31, 2002 ................. 80
Auditors’ General Report on the annual financial statements.............................................................................................................................. 93
Auditors’ Special Report concerning regulated agreements................................................................................................................................ 94
Auditors’ report concerning the consolidated financial statements...................................................................................................................... 96
Text of the resolutions proposed to the ordinary general meeting of April 23, 2003 ........................................................................................... 97
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SECTION I – PERSONS RESPONSIBLE FOR DRAFTING THE PROSPECTUS AND AUDITORS
1.1. Name and function of the person responsible
for the reference document
Jean-Claude Labrune
Chairman of the Board of Directors
Cegedim SA
1.2. Statement by the person responsible for the
reference document
To the best of our knowledge, the data provided in this
reference document reflects the actual state of affairs; it
includes all the information needed by investors to form
a view of the assets, activities, financial position, results
and prospects of the Cegedim Group. It does not
contain omissions of a type likely to affect its scope.
Boulogne, 22 April 2003
Jean-Claude Labrune
Cegedim SA
1.3. Name, addresses and terms of office of statutory auditors
Regular auditors
Cabinet Mazars et Guérard
D. Chmielewski
Le Vinci 4, allée de l'Arche 92075 Paris La Défense Cedex
1st mandate (alternate) of 19 April 1996
1st mandate (regular) of 23 April 2002
up until the Annual General Meeting held in 2007
S.A.R.L. Révision et Commissariat
P. Ledoux
23, rue Louis-le-Grand
75002 Paris
1st mandate (alternate) of 12 April 1989
1st mandate (regular) of 10 October 1991
renewed in 1996 and on 18 April 2001 for six financial
years up to the Annual General Meeting held in 2007
4
Alternate auditors
Thierry Colin
25, rue de Montreuil - 75011 PARIS
1st mandate of 23 April 2002
up until the Annual General Meeting held in 2007
J. Bernadet
104, rue d’Aguesseau - 92100 Boulogne
1st mandate of 6 March 1995
renewed on 18 April 2001 for six financial years up to
the Annual General Meeting held on 2007
Certificate issued by the auditors regarding the reference document
In our capacity as auditors of Cegedim, and pursuant to
COB regulation 98.01, in accordance with the professional standards applicable in France, we verified the information concerning the financial position and the historical
financial statements given in this reference document.
This reference document was prepared under the
responsibility of Mr. Jean-Claude Labrune, Chairman of
the Board of Directors. It is our responsibility to issue an
opinion concerning the truth of the information it contains
regarding the company’s financial position and the financial statements.
In accordance with the professional standards applicable
in France, took the appropriate steps to evaluate the truth
of the information concerning the financial position and
the financial statements in order to verify its consistency
with the financial statements covered by a report. We also
read the other information contained in the reference
document in order to identify, where relevant, any significant inconsistencies with the information regarding the
financial position and the financial statements and to indicate any patently erroneous information we might identify based on our general knowledge of the company
acquired in connection with our mission. As this involves
isolated projected data resulting from a structured development process, this reading took into account the
assumptions used by the management and their translation into dollars and cents.
The annual financial statements and the consolidated
financial statements for the fiscal years ended December
31, 2000, December 31, 2001 and December 31, 2002,
drawn up by the Board of Directors chaired by Mr. JeanClaude Labrune, were audited by the auditors in accordance with the professional standards applicable in
France and were certified without reservation or observation.
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Based on this work, we have no observations to make
concerning the truth of the information on the financial
position and the financial statements presented in this
reference document prepared for the purposes of the
operation envisioned.
Paris on April 22, 2003
1.4. Information policy
The shareholders will be kept informed by:
Sandrine Debroise
Financial Director
Telephone: + 33 (0)1 49 09 22 59
Fax: + 33 (0)1 49 09 23 18
[email protected]
S.A.R.L Révision et Commissariat
P. Ledoux
Auditor
Cabinet Mazars et Guérard
D. Chmielewski
Auditor
SECTION II – FILE A - ISSUE/ LISTING OF SHARES REPRESENTING THE CAPITAL
This section does not apply at present.
SECTION III – GENERAL INFORMATION ABOUT THE ISSUER AND ITS CAPITAL
3.1. General information about the issuer
3.1.0. Name and registered office
3.1.4. Identification of the purpose of the company
and reference to the article describing it in the articles of association
Cegedim Head office:
127 à 137, rue d’Aguesseau – 92100 Boulogne.
Purpose of the company (article 2 of the articles of
association)
The purpose of the company is as follows:
3.1.1. Legal form of the issuer, identification of the
main regulations applicable
- The acquisition of holdings or interests in any companies or undertakings involved in information processing, analysis or marketing.
Limited liability company with a Board of Directors
having a capital of € 8,891,004.61.
- The provision of services including all their aspects
and in all areas.
3.1.2. Law applicable to the issuer
Law of 24th July 1966 on commercial undertakings.
- Social and economic analyses of all kinds, including all
their aspects and in all areas, in particular statistical,
financial, commercial and legal studies, studies of
markets, opinion polls, investigations of all kinds and in
all areas, the formation and use of panels, public relations, publicity and calculations of all kinds.
3.1.3. Date of foundation and date of termination of
the issuer
- The organization and management of enterprises and
providing them with information by any means
whatsoever.
Founded on 18 April 1989 for a period of ninety-nine
years (terminates on 18 April 2088).
- Documentation taking any form whatsoever, in particular of a scientific, economic, social, statistical, etc
nature.
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- Marketing, in particular the penetration of various markets with all the activities necessary for such penetration to occur.
- All activities relating to information, information processing, information technology and mechanized data
processing, including all aspects of their design and
operation in all areas.
- The provision of all administrative, financial, accounting or management services for the benefit of subsidiaries of the company or any other company in which
it has an interest or for the benefit of any third company.
- The acquisition, subscription and management of all
kinds of securities.
- All industrial, commercial or financial operations, involving movable or immovable property that are directly
or indirectly linked to the purpose of the company or to
any similar or related purposes.
- Participation by the company, by any means whatsoever, in any companies or undertakings that have already been founded or may be founded in future that
might relate to the purpose of the company, in particular by means of the foundation of new companies,
making contributions, joining partnerships, subscribing
for or purchasing securities or rights to companies,
mergers, alliances, participatory associations, economic interest groupings or lease-management arrangements.
3.1.5. Register and registration number
Entry in the Trade and Commercial Register of Nanterre
under number: 350 422 622.
3.1.6. Place at which legal documents may be consulted
The legal documents relating to Cegedim may be
consulted at the registered office.
3.1.7. Financial year
The financial year commences on 1 January and terminates on 31 December of each year.
3.1.8. Distribution of profits according to the articles
of association
Article 17 of the articles of association:
The following items shall first of all be deducted from the
profits for a financial year, minus previous losses if applicable:
- at least five per cent to be allocated to the legal reser6
ve, although this deduction shall cease to be compulsory when this reserve has reached one tenth of the
capital, although it shall once again become obligatory if, for any reason whatsoever, this percentage is no
longer reached,
- and all amounts to be appropriated to reserves by law.
The balance, plus the profits brought forward, shall
constitute the distributable profit which shall be placed
at the disposal of the general meeting for distribution to
the shareholders in the form of dividends, appropriated
to any kinds of reserves or carried forward to new
account.
The general meeting may, in addition, decide to distribute amounts withdrawn from the reserves at its disposal. In such a case, the decision to this effect shall
expressly indicate the reserves from which the withdrawals are made.
3.1.9. General meetings
• Convening and admission requirements
General meetings shall be called and shall deliberate
subject to the conditions required by law. They shall
meet at the registered office or in any other place designated in the letter of invitation.
Any shareholder shall be entitled to attend general meetings and participate in their deliberations either in person or via a representative, however many shares
he/she holds, simply by providing proof of his/her status
as shareholder no later than five days prior to the meeting. However, the management board is entitled to
reduce this period. Any shareholder may vote by post.
• Exercise of voting right
The extraordinary general meeting held on 8 February
1995 decided that, in view of the proportion of the share
capital represented by them, fully paid up shares that
were proven to have been registered in the name of the
same shareholder for at least four years would bear a
voting right equal to twice the voting right allocated to
the other shares. This double voting right is reserved for
French shareholders and for shareholders from a member state of the European Union.
Moreover, in the event of an increase in capital resulting
from the capitalization of reserves, profits or issue premiums, the double voting right is allocated from the
issue date to registered shares allocated free of charge
to a shareholder in respect of previous shares that also
bore this right.
The double voting right ceases for any share that was
converted to a bearer share or transferred, excluding
any transfer from registered owner to registered owner
as the result of inheritance or a family gift.
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• Exceeding thresholds
3.2.2. There is no authorized but unissued capital.
The articles of association do not contain any special
provision relating to declarations that thresholds have
been exceeded. Only the relevant legislation applies.
3.2.3. There are no securities that do not represent
capital.
3.2.4. There are no securities that can be converted
into, exchanged for or redeemed in the form of shares, equity warrants or any other security likely to
increase the capital.
3.2. General information about the capital
3.2.1. Share capital
The share capital of Cegedim is set at € 8,891,004.61.
It is divided into 9,331,449 shares, each with a nominal
value of € 0.9528. All the shares making up the capital
of the company are fully paid up and belong to the same
category.
3.2.5. Table showing changes in the capital
The articles of association do not lay down any condition applicable to a change in the capital and the
respective rights appertaining to the various categories
of shares that are more restrictive than the conditions
required by law.
Number of shares
Date
Transaction
created
Initial number of shares
12.94
Takeover of Cegedim
total after
transaction
Premium
(in €)
Capital
(in €)
488,300
(1)
Division of the nominal value by 4
Capital increase
Nominal
value
(in €)
15.24
6,594
494,894
3,308,684.72
1,484,682
1,979,576
120,000
2,099,576
8,001,957.45
3.81
6,298,728
8,398,304
8,001,957.45
0.9528063
8,398,304
8,001,904.05
0.9528
(2) 7,090,892.39
7,544,610.39
15.24
7,544,610.39
3.81
04.98
Division of the nominal value by 4
12.00
Conversion of capital into €
12.00
Capital increase resulting from a contribution in kind
891,112
9,289,416
(4) 70,900,927.60
8,850,955.56
0.9528
12.00
Capital increase resulting from a cash contribution
42,033
9,331,449
(5) 73,910,793.03
8,891,004.61
0.9528
(3)
(1) FINANCIÈRE Cegedim, which, ever since it was founded in 1989, had held 98.61% of Cegedim's capital, took over Cegedim on
26 December 1994 and took on its name. This internal transaction was carried out on the basis of the book values of the companies.
(2) Combination of the merger premium of 1994 and the issue premium amounting to € 3,782,207.67.
(3) At the time when the capital was converted into €, it was decided to set the nominal value of a share at € 0.9528. Rounding off the
nominal value for each of the 8,398,304 shares resulted in a € 53.40 reduction in capital, which was appropriated to the capital reserve.
(4) A contribution premium of € 63,810,035.21 was added to the total premiums specified in (2).
(5) An issue premium of € 3,009,865.44 was added to the total premiums specified in (3).
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3.3. Current breakdown of the capital and voting
rights
3.3.1. Capital structure, voting rights and information about the shareholders
31 December 2002
Shareholders Number of
shares held
%
held
SOFIMAT.OR
6,462,044 69.25%
ALLIANCE
SANTE
933,145 10.00%
DISTRIBUTION
31 December 2001
Number of Number of double votes % voting Number of
singles votes
rights shares held
Shares
Votes
23,500
6,438,544 12,877,088 81.87% 6,438,544
933,145
0
%
held
Number of Number of double votes % voting
singles votes
rights
Shares
Votes
69.00%
0
5.92%
933,145
10.00%
6,438,544 12,877,088 81.10%
933,145
5.88%
JC LABRUNE
38,496
0.41%
38,496
0
0
0.24%
38,496
0.41%
38,496
76,992
0.48%
GERS
36,788
0.39%
0
36,788
73,576
0.47%
60,288
0.65%
60,288
120,576
0.76%
1,801,657 19.31% 1,791,675
9,982
PUBLIC
CEGEDIM
TOTAL
59,319
0.64%
0
9,331,449 100.00% 2,786,816
19,964 11.50% 1,860,976
0
0
19.94% 1,850,868
10,108
20,216 11.78%
0.00%
6,485,314 12,970,628 100.00% 9,331,449 100.00% 2,784,013 6,547,436 13,094,872 100.00%
As far as the company is aware, no significant change
has occurred since December 2002.
• Approximate number of shareholders
The approximate number of shareholders among the
public is 1 400. This figure does not properly represent
the shareholders as a whole, however.
Shareholders acting through financial organizations are
not counted. Financial institutions and other funds
account for over 80% of the bearer shares counted
during the most recent bearer share inventorization procedure (on 23 February 2001).
Alliance Santé Distribution is the most recent company
to have declared the crossing of this threshold (as at 28
March 2001). Reference should also be made to the
table in subsection 3.3.1. of this document.
• Proportion of capital held by members of management bodies
All the members of the administrative and management
bodies apart from Sofimat.or and Alliance Santé
Distribution hold a marginal percentage of the capital
and voting rights (direct holding).
• Own shares
• Shareholders or groups of shareholders that, to the
knowledge of the management body, singly, jointly or
under a concerted arrangement, directly or indirectly
hold 5% or more of the capital or voting rights or are
likely to hold this percentage in view of their holdings of
securities giving right to and access to the capital of the
company.
At the last general meeting held on 23rd April 2002, it
was noted that no shareholder apart from Sofimat.or
and Alliance Santé Distribution on its own held more
than 5% of the capital or voting rights.
Sofimat.or is a limited liability company with a capital of
€ 2,947,510 (Trade and Corporate Register of Nanterre
340 651 132) a majority of which are held by Mr
Labrune. It functions as a holding company.
Alliance Santé Distribution is a limited liability company
with a capital of € 22,107,536 (Trade and Corporate
Register of Nice 025 420 068), a majority of which are
held by the Alliance Unichem Group (pharmaceutical
distributor).
8
Cegedim bought back 59,319 shares for a total of
€ 3,435,000 in accordance with the authorization given by
the General Meeting of April 23, 2002. The Company plans
to hold these shares for the long-term in particular to use
them in connection with external growth operations.
These shares were recorded as other long-term investments and maintained at their acquisition cost in the
Cegedim corporate financial statements. Consequently, the
amount of own shares was deducted from the consolidated
equity capital.
• Agreements between shareholders
Agreements between shareholders provide preferential
conditions for the sale or purchase of shares accepted
in the negotiations on a regulated market, or whose
acceptance is requested, and relating to at least 0.5% of
the capital or of the voting rights of the company issuing
the shares.
No such agreement has been declared to the stock
exchange authorities or brought to the attention of the
company.
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Page 9
• Pledging of shares
To the best of the company's knowledge, no shares
have been pledged.
3.3.2. Possible changes occurring in the distribution
of capital over the past three years
No significant change has occurred in the distribution of
capital over the past three years, apart from the transaction referred to below.
The share capital of Cegedim was increased by a decision of the extraordinary general meeting held on 22
December 2000, which approved the following contributions made by the company Alliance Santé Distirbution:
- a contribution in kind in return for the creation of
891,112 new shares,
- a cash contribution in return for the creation of 42,033
new shares.
The capital of Cegedim is therefore increased by
€ 40,049.04 to € 8,891,004.61. The 891,112 new shares
have been dividend bearing since 1 January 2001. They
have had exactly the same status as the previous shares
after payments of the dividend relating to 2000.
Subject to this dividend entitlement date, they are covered
by all the provisions of the articles of association of
Cegedim and are negotiable under the conditions laid
down by law.
The new shares will be listed on the Second Market of
Euronext Paris the day after payment of the dividend for
2000.
3.3.3. The company Sofimat.OR holds 69.25% of the
capital and 81.87% of the voting rights and, as a result,
controls Cegedim SA.
3.3.4. Cegedim belongs to a group of companies.
Please refer to subsection 4.1.1. of this document
This transaction made it possible for the Cegedim
Group to take over the French pharmaceutical dispensary computerization activities of the Alliance Unichem
Group and the activities conducted by Resip, a subsidiary of the same Group, which operates the Claude
Bernard medical database in particular.
Following this operation, Alliance Santé Distribution
became a shareholder in Cegedim, holding 10% of that
company’s capital (see tables given under points 3.2.5.
and 3.3.1. in this section).
• The contribution in kind:
This contribution comprised:
- 8,161 ASB I shares representing 100% of the shares
in that company,
- 1,600 shares in RESIP, also representing 100% of the
capital of that company.
This contribution was in return for 891,112 new
Cegedim shares, each with a nominal value of € 0.9528.
The capital of Cegedim is therefore increased by
€ 849,051.51 to € 8,850,955.56.
• The cash contribution:
In addition to the contributions described above, in order
to increase its holding to 10% of the capital of Cegedim,
Alliance Santé Distribution subscribed at the same time
for a capital increase reserved for cash c o n t r i bu t i o n s,
c u l m i n a t i n g i n t h e p ay m e n t o f € 40,049.04,
representing 42,033 shares of a nominal value of
€ 0.9528.
9
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3.4. Market
traded
Page 10
on
which
Cegedim
shares
• Stock exchange on which the Cegedim share is listed
are
The Cegedim share (SICOVAM code: 5350) was listed
on the Second Market of the Paris Stock Exchange on
7 April 1995.
• Share performance
Period
Final
price
High
Low
Year
Month
Euros
Euros
Euros
2001
2001
2001
2001
2001
2001
2002
2002
2002
2002
2002
2002
2002
2002
2002
2002
2002
2002
2003
2003
2003
July
August
September
October
November
December
January
February
March
April
May
June
July
August
September
October
November
December
January
February
March
48.80
52.40
46.00
48.80
48.17
51.50
55.00
57.50
59.20
59.80
52.85
60.80
52.00
43.00
34.34
25.48
39.00
41.00
36.60
38.64
31.85
51.90
54.00
54.50
54.90
51.95
54.00
57.50
61.20
63.90
60.20
59.55
62.85
61.00
52.00
42.48
33.80
41.90
42.00
41.00
40.00
39.60
45.20
47.50
39.05
44.00
46.00
46.80
46.00
53.70
57.50
57.60
52.80
50.55
51.00
42.00
34.00
24.50
24.75
35.00
35.60
34.50
31.15
3.5. Dividends
Over the past five years, the company has distributed 20
to 28% of the Group's share of the consolidated net profit after amortization of goodwill.
For 2002, each shareholder should receive a dividend
Accounting period
Number of shares
1999
2000
2001
Average monthly
volume traded
Number of
shares
40,705
79,552
36,656
44,282
55,513
141,011
105,239
43,850
23,965
29,527
76,137
121,606
52,082
9,975
106,724
108,592
175,780
77,470
64,915
22,078
45,558
€’000
2,008.00
4,030.00
1,562.00
2,150.00
2,768.00
7,072.00
5,237.00
2,505.00
1,469.25
1,752.33
4,285.09
6,845.43
2,911.31
468.06
3,901.35
3,095.30
5,986.01
3,011.64
2,483.40
781.14
1,602.03
of € 0.54 per share and total dividends will represent
31.4% of the Group's share of the consolidated net
profit.
All dividends that are not collected after five years from
the date of their becoming payable are assigned to the
State as prescribed by law.
Dividend
Tax credit
per share
total
8,398,304
2.50 F
20,995,760 F
10,497,880 F
*9,331,449
0.457 €
3,840,939.60 €
1,920,469.80 €
(3.00 F)
(25,194,912 F)
(12,597,456 F)
0.54 €
5,038,982.46 €
2,519,491.23 €
9,331,449
* Creation in December 2000 of 933,145 shares in return for the contribution made by the ALLIANCE UNICHEM Group. Since
these shares have been dividend-bearing since 1 January 2001, the dividend has been paid on the basis of the 8,398,304
former shares.
10
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Page 11
SECTION IV – INFORMATION ABOUT CEGEDIM'S ACTIVITIES
4.1. Description of the Cegedim company and
Group
4.1.0. History and general description of the Group
• Brief history
Cegedim was founded in 1969 by Jean-Claude
Labrune, initially with the ambition of becoming the
database management centre for all European medical
publications. Its focus rapidly shifted to data collection
and processing activities for the sales and marketing
departments of pharmaceutical companies.
Over the years, the Group has expanded its core business by broadening its service range and moving into
related activities where it could apply its expertise. This
led to the creation of the Direct Marketing division in
1974, followed by the support activities in information
technology and management services.
Having established a strong position on the French market, the Group began its external expansion in the early
1990s.
In 1995, Cegedim was floated on the Paris Second
Market.
• The role of Cegedim SA within the Group
Cegedim SA is the only company in the Group to be listed.
Since its foundation, Cegedim SA has operated in the
following areas as the company at the head of the
Group:
- Financial: global financial management of the Group,
negotiation, audits, search for possible sources of funding, relationship with the financial sector.
- Information technology: development and perfection of
all the IT tools used by the other departments and subsidiaries of the Group to provide the services sold by
them. It is also the IT operating centre of the Group.
- Central services: payroll processing, personnel management, invoicing, accounts and monthly reporting. All
the principles of security, reliability and confidentiality
applicable in the information management sectors of
the IT industry are observed.
- Management: management of tax, legal, social,
accounting, organizational, audit, insurance, purchasing, external communication and trade mark management aspects for the Group. On the basis of a forecast annual operating budget, these expenses are
charged to the Group's subsidiaries on a monthly
basis using distribution codes assigned to each family
of services. (Examples of expense indicators: the number of entries, tax declarations or bank accounts for
allocating accounting management costs or the workforce and the number of social security declarations for
personnel management costs).
Cegedim SA also performs an operational role through
the following departments:
- Statistics: French pharmaceutical product file management and processing and preparation of sales statistics
relating to all pharmaceutical products on the basis of
data collected from wholesale distributors and pharmaceutical companies in France on behalf of GERS (economic interest group including all pharmaceutical companies based in France).
- CCD (Cegedim Communication Directe): the design,
management and marketing of various nominative databases (professional addresses and associated direct
marketing services) and the management and processing of address lists for third parties.
- EDI: Electronic Data Interchange; the pooling of data
in the transmission of orders and invoices between
pharmaceutical companies, wholesale distributors and
hospitals (Edipharm system) and the transmission of
subrogated invoices between pharmacies and paying
organizations (Télépharma).
• Five sectors of activities divided between two divisions
The Group's activities are divided into two divisions,
which are described in detail in subsection 4.1.1.:
- Healthcare services: 81% of turnover in 2002.
- Services to companies: 19% of turnover in 2002.
A breakdown of turnover into activities is to be found in
note 18 to the consolidated accounts (section V) for
2002 and in subsection 4.1.3. for the past three years.
The table on the following page provides a breakdown
of the Group's subsidiaries within these divisions.
11
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Page 12
HEALTHCARE SERVICES
Pharmaceutical companies
Customer relationship management
• CRM – For medical representatives
TVF and
international subsidiaries
TEAMS TM
TEAMS Companion
TEAMS Call Report
TEAMS Head Office
TEAMS Web
TEAMS Vision
• CRM – For headquarters
Césame Technologies
ATLAS Repository
ATLAS CRM Suite
ATLAS CRM Analytic
•Sales forces optimization
Itops
•Audit and market surveillance
CAM
•Pharmacists
Alliadis
Data Conseil
Score cards
Decisions Research Europe
•Doctors
•Sales statistics
Cegers France
Click Pharma
Infopharm UK
Cegedim Rumania, Czech Republic and Slovakia
•Prescription analysis
Icomed France
Icomed Belgium
Alliance-Plus
Premium, Prestige
IcoSurf
Cegedim Logiciels Médicaux CrossWay Ville
dBMed
DIA
MédiClick
Médigest
Ordogest
BKL Consultant
Cardiolite, Doc’Ware
In Practice Systems
Vision, Vamp
Itops N@vy
•Intranet and professional portal
Santesurf
Healthcare professionals
Information and databases
Santesurf.fr
•Performance measurement
Medimed
BKL
CrossWay Hôpital
•Pharmacists, Doctors, Paying organizations
Banque Claude Bernard
•Individual dispensary statistics
Santestat
ICSF
Prescriber
Thales
•Medical database
RESIP
•Hospitals
(Electronic transmission of treatment sheets)
Télépharma
Télépharma.IP
Qualipharma
Qualitrans Service
Santestat
•Pharmaceutical companies, Wholesalers,
•Promotional support networks
MedExact
Medexact.fr
RNP
Référence Diffusion Médicale Screenpub
Sécuripharm
12
Hospitals (Electronic data interchange)
Cegedim EDI
Edipharm
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SERVICES TO COMPANIES
Electronic money
and insurance
•Direct payment and management
Information technology,
management and the Internet
•Electronic document management
of cash flows in the healthcare sector
and forms processing
CETIP
Supplier of Santé-Pharma
CETIP Encaissements
Docubase Systems France
and USA
Docubase Form Pro
•Computerization of insurers in
the healthcare sector
Soltim
Esquif, Aneto
•External provision of IT services
PC online
Cegelease / Cofidata
Geideonline
Financial leasing
•External management of
human resources
Cegedim SRH France
and International
Mercure ERM
Mercure Paie
Gestform
GMS, GTA
Direct marketing and
customer relations
•Business address lists and allied services
Cegedim Communication Directe
Cegedim Marketing Process
•Publishing/Electronic publishing/Printing
SDI
Pharmapost
•Envelope stuffing, routing
Message Plus
Médipost
•Medical sample logistics
Pharmastock
•Internet, web-EDI, e-CRM
NYC
Midiway
•Database management technology
AgdF
Oracle integrator
13
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Page 14
• Internal and external growth of the Cegedim Group
The Group’s activities have been increased since 1969,
the year in which Cegedim was founded, both by internal growth (creation of subsidiaries) and by external
growth (acquisition of new holdings). The following table
YEAR
HEALTHCARE
SERVICES
Foundation
Acquisition
summarizes these developments. It refers to the organigram provided on the following page (organigram as at
31st December 2002).
SERVICES TO
COMPANIES
NEW COUNTRIES
Acquisition
Foundation
1
3
5
11
1
1
5
4
3
3
8
8
5
11
1
2
5
4
5
13
9
5
1
2
10
7
0
24
1
1
1
25
Net impact of restructuring measures since origin
TOTALS
34
53
18
10
-1
51
-4
59
1969/1979
1980/1985
1986/1991
2
1
4
1992/1995
5
3
1996/1998
5
5
1999
2000
5
3
2001
2002
Foundation
TOTALS
1
4
7
Acquisition
France
Belgium
Italy, Spain,
Portugal, Germany,
United-Kingdom
Netherlands, Turkey,
Greece, Hungary,
Czech Republic,
USA, Switzerland
Poland
Rumania, Slovakia,
Brazil, Austria
Tunisia, Australia,
Canada, Japan,
Mexico, Columbia,
Ecuador, Argentina,
Korea, New Zealand
30 countries
This table does not include departments created within Cegedim S.A. or within its subsidiaries or branches established in France or other countries.
During 2002, the growth in HEALTH SERVICES was
due in particular to the following facts:
Japan, Korea, Australia, New Zealand, South and
Central America,…;
- the distribution to new countries of the “customer relations management” offer to optimize the laboratory
sales forces: in South America with the MSM group
acquired in September 2002 (Mexico, Colombia,
Ecuador, Costa Rica) and in North Africa (beginning
with Tunisia);
- the creation of a joint venture with NDC in the UK to
boost static sales operations for pharmaceutical products (Infopharm Ltd);
- the expansion of the “information and database operations” with the promotional investment audit tools for
pharmaceutical laboratories (acquisition of the CAM
Group in May 2002); CAM operates in 28 countries, in
the principal European markets, in the USA, Canada,
14
- the strengthening of the market shares in the computerization of pharmacists in France (Data Conseil).
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Page 15
100,00 %
AMIX SARL
50,04 %
100,00 %
100,00 %
AGDF SA
ASE SA
ALLIADIS SAS
100,00 %
PLEXUS SA
100,00 %
DB COM SA
100,00 %
MEDICOM SA
100,00 %
ALLIANCE SOFTWARE SAS
100,00 %
OMB ALPES SAS
93,20 %
95,75 %
51,00 %
100,00 %
CAMM CORP. USA
100,00 %
12,50 %
97,56 %
CAM FRANCE
2,44 %
25,80 %
100,00 %
100,00 %
Cegedim Group Organigram
HEALTHCARE SERVICES
APOLINK SA
ART & STRATEGIE SARL
100,00 %
74,20 %
DECISIONS RESEARCH EUROPE
MEDEXACT SA
BKL CONSULTANT SA
DRA
CAM PACIFIC AUSTRALIA
CAMM CORP. MR CANADA
12,50 %
SERVICES SANTÉ
INTERCAM U.K.
SERVICES ENTREPRISES
100,00 %
CAM INTERNATIONAL SPAIN
12,50 %
100,00 %
ABACAM ITALY
12,50 %
100,00 %
CAM PORTUGAL
12,50 %
100,00 %
CAM INTER. GERMANY
12,50 %
100,00 %
CAMM INTER UK
12,50 %
100,00 %
CAM K.K. JAPON
100,00 %
CAMM AMERICA LATINA
100,00 %
CLM EURL
91,44 %
100,00 %
DATA CONSEIL SA
95,37 %
100,00 %
MEDIANE SARL
JMB CONSEILS SARL
TRIDOM SA
ICSF SA
99,90 %
CEGEDIM SA
INTÉRIEUR
4,06 %
SEDIAP
CBU SARL
100,00 %
CEGEDIM SRH SA
100,00 %
100,00 %
CEGELEASE SARL
100,00 %
COFIDATA SA
100,00 %
CETIP ENCAISSEMENTS SARL
50,00 %
CEGERS SARL
95,00 %
CESAME TECHNOLOGIES SAS
99,81 %
CETIP SA
99,93 %
DISTAL SA
96,00 %
DOCUBASE SARL
51,00%
VISUALTIM SAS
20,00 %
EDIPHARM GIE
70,53 %
MIDIWAY SAS
97,04 %
INCAMS SAS
100,00 %
ITOPS SARL
100,00 %
100,00 %
CEGEDIM SRH SUISSE
68,83 %
SCI MONTARGIS 2000
100,00 %
SOLTIM SAS
95,00 %
MEDIPOST SARL
22,93 %
NETFECTIVE SA
49,96 %
NY CONSULTANT SA
99,90 %
PHARMAPOST SARL
5,00 %
50,00 %
MONTARGEST GIE
100,00 %
S.D.I SARL
100,00 %
PHARMASTOCK SARL
100,00 %
PC ON LINE SARL
49,00 %
100,00 %
50,00 %
100,00 %
MESSAGE + SARL
50,00 %
100,00 %
LONGEST GIE
CDS SARL
QUALIPHARMA SARL
RESIP SARL
95,00 %
100,00 %
RDM
100,00 %
SOFIMAT SARL
ICOMED SARL
100,00 %
RNP SARL
100,00 %
SANTESURF SARL
51,00 %
5,00 %
CEGEDIM SOFTWARE TCHEQUIE
10,00 %
100,00 %
SANTESTAT SARL
51,00 %
CE INTERNATIONAL LTD
89,99 %
51,00 %
CEI STATISTIC TCHEQUIE
100,00 %
CEGEDIM CZ TCHEQUIE
100,00 %
SOFILOCA SARL
92,00 %
CEGEDIM HISPANIA SA
99,97 %
CEGEDIM BELGIUM SA
CEGEDIM PORTUGAL
65,00 %
CEGEDIM TUNISIE
100,00 %
TVF SAS
98,50 %
100,00 %
CEGEDIM KFT HONGRIE
99,00 %
CEGEDIM ITALIA
INFOSANTE KFT HONGRIE
1,00 %
CEGEDIM A.S. TURQUIE
50,00 %
100,00 %
CEGEDIM POLAND SP.Z.O.O.
50,00 %
100,00 %
CEGEDIM HELLAS GRECE
65,00 %
75,00 %
CEGEDIM DO BRASIL
CEGEDIM ROUMANIE
100,00 %
CEGEDIM GMBH AUTRICHE
100,00 %
DOCUBASE SYSTEMS INC. USA
100,00 %
CEGEDIM USA
100,00 %
CEGEDIM LTD UK
CEGEDIM NEDERLAND
100,00 %
ICOMED BELGIUM
100,00 %
MS CENTROAMERICA
95,00 %
MS MEXICANA
95,00 %
100,00 % MS ECUATORIANA
50,00 %
INFOPHARM LTD
100,00 %
NDC PHARMA
100,00 %
CEGEDIM SRH UK
100,00 %
INFOSANTE LTD
100,00 %
CEGEDIM SK SLOVAQUIE
100,00 %
IN PRACTICE SYSTEMS LTD UK
100,00 %
ISS GMBH
100,00 %
CEGEDIM GMBH ALLEMAGNE
100,00 %
MEDIMED GMBH
51,00 %
THIN UK
95,00 %
MS COLOMBIANA
15
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4.1.1. Description of the main activities of Cegedim
having a significant impact on the consolidated turnover or profit during the three previous accounting
periods or the current accounting period
4.1.1.1. Description of activities
The Cegedim Group is the leading European producer,
operator and distributor of medical information (in terms
of market share based on the number of users of a
Cegedim solution).
It has developed recognized know-how that enables it to
respond to the specific problems of the pharmaceutical
industry: pharmaceutical companies do not sell their
products directly to prescribing doctors and therefore do
not have traditional customer relationship management
systems based on an order/invoice system to allow
them to understand and control their market.
Ever since its foundation, Cegedim has developed facilities intended to provide pharmaceutical companies
with the information they need to organize and optimize
their sales forces. The core business of the Group therefore comprises services to pharmaceutical companies, both in France and other countries, which remains
its major line of development for the future.
The need to meet the expectations of this specific target
group has resulted in Cegedim gaining a mastery of
state of the art technologies relating to databases, information technology, the Internet and networks in general.
This expertise has enabled Cegedim to offer its customers complete information exchange and management
solutions. Niche services, which can be targeted at any
kind of company, have thus helped to expand the original market of the Group (to include SERVICES TO
COMPANIES) by generating and benefiting from synergies with its core business (HEALTHCARE SERVICES).
I-
HEALTHCARE SERVICES
I.1-
Cegedim's services are intended to provide pharmaceutical companies with the information (Information
and databases) and the tools (Customer relationship
management) that they need to promote their products
with the best chance of success.
In the case of all the services, control (management,
processing, development) remains the exclusive
domain of Cegedim and the activities go well beyond
simply the sale of licences.
16
Customer relationship management is provided, both in
France and other countries, by means of:
- a powerful medical information management tool
intended for the control and organization of networks
of medical representatives; its success is due to doctor databases, whose status as works of reference in
the pharmaceutical industry is undisputed;
- a new service integration tool (data warehouse intended to consolidate and share all CRM data in a standard open environment, using new communication
tools that can be operated on a flexible basis);
- a geographic sectorization facility that can be used to
optimize sales force networks;
- and a secure Intranet, which is a true portal for professionals offering all the functions necessary for efficiently establishing contact between healthcare professionals and is also showing itself to be a secure,
efficient and competitive means for circulating the
information necessary for the processing carried out
by Cegedim.
The Information and databases include the following
services:
- the provision of sales statistics relating to all pharmaceutical products on the market, prepared on the basis
of information collected from wholesale distributors in
France, the United Kingdom and Hungary;
- analysis of doctors' prescribing practice by measuring
doctors' preferences for prescribing particular products on the basis of nominative questionnaires in
France and Belgium;
- performance measurement tools that can be used to
define doctors' profiles, measure the effectiveness of
the information sent to them and to perform studies of
a general nature in order to enable pharmaceutical
companies to adapt their marketing strategies; depending on the specific features of local markets, this
information is prepared on the basis of doctors (panels
in France, nominative data in Germany) or pharmacies
(Romania);
- the extraction of dispensary statistics intended both to
optimize pharmacy management and to provide additional information for pharmaceutical companies that
will enable them to take account of the "stocks" element in sales statistics;
- the constitution of databases for routine annual tracking of promotional investments of the pharmaceutical
industry in 28 countries;
- monitoring competitors on the basis of a unit for polling
doctors in order to find out about the way in which they
perceive communication by pharmaceutical companies;
- direct marketing tools made available to pharmaceutical companies for publicity at the point of prescription
(messages conveyed to doctors on paper or electronically) and at the point of sale (shop windows and merchandising supports at pharmacies).
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These services are also enhanced by a reference source that has recently been taken over by the Group: the
Claude Bernard medical database.
I.2-
The success of services for pharmaceutical companies
(described in the previous paragraph I.1-) demands,
inter alia, reliance on active collaboration with healthcare professionals since these are the very people who
prescribe or issue medicines and hence represent the
complex mechanisms of the healthcare market.
The Cegedim Group has developed or integrated a
range of facilities and software applications for the
whole spectrum of healthcare professionals, providing
powerful IT and communication tools for everyday use.
As a leading publisher, Cegedim has gained the trust
and respect of many in the healthcare sector. A number
of healthcare professionals have moreover agreed to
contribute from their workplaces to the studies and
investigation of the healthcare market (while complying
with all relevant regulations).
Cegedim’s offers in this business include computerization for doctors (general practitioners, specialists, working alone or with other doctors), pharmacists, hospitals
and healthcare establishments and the management of
flows of information, of an economic nature in particular,
between these operators and paying organizations,
pharmaceutical companies and wholesalers (electronic
treatment sheets, subrogated invoices for repayments,
orders for drugs and electronic charging).
Cegedim's approach to this market takes account of
specific national features by computerizing healthcare
professionals directly (France, United Kingdom) or by
means of partnerships with computer service companies, which are able to pass on other services offered by
the Group. The acquisition of significant market shares
that are able to place Cegedim in a leading position is
based on a frequently aggressive strategy of external
growth in this sector. This is enabling it to maintain its
relationship with its various major collaborators in the
healthcare sector so that they are able to contribute to
and be adequately represented in its panels, investigations and other sources of information necessary for the
provision of services intended for pharmaceutical companies.
I.3-
Electronic money and insurance
The problems associated with management of direct
payment by insurers and healthcare insurance in general are strategic areas of activity, especially in view of
their direct link to economic issues in the healthcare
sector.
Growing official concern about these matters, which are
very much in the news at present, based on a desire to
control healthcare costs, cannot fail to generate new
requirements for information and new optimization tools,
in extension of the efforts already required from the
various actors of the chain. Insurance companies will
have an active part to play in dealing with the problems
of public healthcare management.
The Group believes that insurance companies are likely
to play an increasingly active part in public health
management issues. The growing interest that the
authorities have in controlling health expenditure – a
very topical issue - is set to generate new information
requirements and new optimization tools as a further
extension to the efforts already requested of the various
players in the chain.
II-
SERVICES TO COMPANIES work very closely with
HEALTHCARE SERVICES, exploiting above all technical synergies. They share computer operating facilities
and the research and development infrastructure of the
company to which they belong, Cegedim S.A..
Their customers, which were originally pharmaceutical
companies operating in Europe, now mainly consist of
companies from other sectors, including banks, newspaper publishers and telecommunications operators in
particular.
II.1- Information technology, management and the
Internet
Specializing in computer management systems the
Cegedim Group has added to its services in a number
of different areas:
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- PC inventory management and IT networks services
(support, personnel cover, design integration and advices dealing with the mastery of advanced information
technologies).
- Electronic Document Management and forms processing (electronic document management systems for
sorting, filing and transmitting all types of documents).
- External human resources management: the main
facility is characterized in particular by the opportunity
it offers to use a single tool to manage all the
European staff of a multinational on the basis of a single database; to this are added innovative handling
solutions, a training management tool and an Intranet
that can be used for personnel management purposes.
- Design and hosting of Internet sites: development of
the concept of global electronic commerce with a full
range of customer support services.
The payroll and electronic document management activities are to a considerable extent performed outside
France, mainly in Europe and secondly in the USA.
II.1- Direct marketing and customer relationship
management
Cegedim has drawn on its database expertise to develop professional address lists for business-to-business
communication.
Customers are keen to entrust all of their promotional
activities to a single service provider, so Cegedim has
gradually expanded its activities to cover the entire marketing chain:
- Business adress lists,
- Design of promotional supports,
- Electronic publishing (personalized document and
facilities management),
- Printing,
- Routing,
- And an additionnal service dealing with medical
samples logistics.
4.1.1.2. Detailed description of products and services
The Group's activities essentially comprise recurrent
services including information technology and data provision services. These services, which are greatly
enhanced by the various databases of the Group, cannot fail to result in competitive advantages for
Cegedim's customers.
II-
HEALTHCARE SERVICES
I.1- Pharmaceutical companies
Medicines are prescribed by doctors, who are not the
direct purchasers of the goods produced by the pharmaceutical industry. Thus companies lack individual
information resulting from invoicing arrangements.
Normal client relationship management linked to ordering and invoicing arrangements is therefore not applicable. Cegedim’s principal objective is therefore to provide pharmaceutical companies with high-performance
databases and IT tools, enabling them to convince prescribing doctors.
Cegedim provides solutions that combine performance
and compliance with the public health code and the
European data protection regulations.
Cegedim offers :
➪ Databases and tools that can be used to increase
knowledge about prescribers.
➪ Tools for optimizing information equipment and
sales forces.
➪ Reporting and analysis tools for sales forces.
➪ Strategic, operational marketing and competition
monitoring tools and analyses.
➪ Performance measurement tools.
➪ Promotional investment audit tools
I.1.1- Customer relationship management
Established in 24 countries, Cegedim organizes its
pharmaceutical customer relationship management services around:
➪ The One Key reference application, the healthcare
professional’s database.
➪ Its TEAMS sales force automation suite.
➪ The ATLAS offer, the premier CRM reference application dedicated to the pharmaceutical industry.
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➪ Its Itops products for optimization and resources allocation by sector.
The success of Cegedim and its international subsidiaries is founded on recognized expertise in the area of
nominative database management. To allow optimum
use of its files by its clients, Cegedim develops and markets One Key, TEAMS and ATLAS:
➪ The One Key database for general practitioners is the
reference in the European pharmaceutical industry
and among the world’s leading organizations in the
healthcare sector (specialist journals, insurance companies, friendly societies, etc.). Procedures for updating and clearing databases have been certified ISO
9002 since 1998.
➪ TEAMS is Europe‘s1 most-used software platform
and service in the fields of management, information
and sales force activities.
➪ Developed by Césame Technologies, ATLAS offers a
complete CRM solution integrating, amongst others,
TEAMS and One Key.
With a presence in 24 countries and over 46,000 fullyequipped users, the Group is the one supplier most able
to offer international laboratories global facilities in
terms of services and geographical coverage. The One
Key and TEAMS solutions, in synergy with the ATLAS
reference application, are continuously updated with
new functionalities adapted to the expectations of an
evolving market:
➪ Successful establishment of TEAMS in new countries: Mexico, Tunisia, Brazil, United States, etc.
➪ Success of the sample-management module adapted to suit US and European legislations.
➪ Success of the Microview solution, and in-house
ETMS (Electronic Territory Management System)
application, developed specifically for the emerging
markets of Russia, Eastern Europe, Africa and the
Middle East.
➪ Development of TEAMS V6, which features the Vision
module, a powerful micromarketing tool that can be
used to analyse sales and measure marketing campaign effectiveness.
➪ New campaign plan module for medical representatives.
Cegedim’s services offer is specific to the
pharmaceutical industry. A full services outsourcing
platform with all the advantages that accompany the
pooling of powerful technology and service resources
differentiates Cegedim from its competitors.
This global offer has numerous advantages in term of
costs, performance levels and durability of the service.
TEAMS users are able to access information and tools
to suit their requirements without delay. Cegedim’s
clients can therefore mobilize their core-business
resources and optimize their competitive advantages.
➪ Success of TEAMS Companion, on palm, pocket PC
and tablet PC, which combines the advantages of a
powerful portable or fixed workstation and the performance of a mobile for convenient and practical use in
the field by medical representatives.
➪ Success of TEAMS Call report, on palm or pocket
PC, which is aimed at pharmaceutical companies not
wishing to equip their network of representatives with
laptops. Already over 15,000 PDAs deployed.
➪ Development of GPRS-network-connected solutions
for PDA.
● CRM - For medical representatives
TVF FRANCE AND INTERNATIONAL SUBSIDIARIES
Enjoying around 80% of the market share in France2
with its TEAMS offerings, the Cegedim Group has
continued its international expansion programme on
three more of the world’s top 10 markets. It created a
subsidiary in the US during the second half of 2002,
signed and initiated the first two contracts. 2002 also
saw the purchase of MSM, Mexico’s3 leader in
pharmaceutical sales management with over 50% of the
market and has establishments in central America,
Equador and Columbia. Combined with success in
Brazil, this further major move has firmly established
Cegedim in South America and consolidates its
presence in the top ten global pharmaceutical markets.
➪ Success of TEAMS HO (head office), an Intranet
solution for specific campaigns by headquarters staff:
samples, telephone calls, specific contracts.
➪ Sharing of TEAMS TM functions with the TEAMS web
solution.
(1) Source Cegedim: in number of users of a CRM offer in pharmaceutical
laboratories who are present in the European markets in which Cegedim
proposes it’s offers.
(2) Source Cegedim: in number of users of a CRM offer in pharmaceutical
laboratories present in the French market.
(3) Source Cegedim: in number of pharmaceutical representatives in the
Mexican market.
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● CRM - For headquarters: ATLAS, the first CRM
reference application for the pharmaceutical industry
● Sales forces optimization
ITOPS
CÉSAME TECHNOLOGIES
Césame Technologies is the Cegedim Group subsidiary
responsible for implementing CRM and DataWarehouse
projects dedicated to the pharmaceutical industry.
The information comes from internal systems (such as
accounts and sales administration), Cegedim’s
database, other databases, to be analysed and
combined within a flexible customised framework. The
ATLAS solution thus gives companies a 360° view, via a
dedicated portal that is customized and in-house.
Itops provides customers in France, the United
Kingdom, Germany, Italy and the Benelux countries with
a service for optimization and allocation by sector of
sales force and medical information. Itops also specializes in sales force analysis and auditing and offers its
customers new specialist tools such as Itops N@vy.
This powerful geographic display tool integrates geocoding of general practitioners, cartographic data, sales
targets and figures and targets and performance data
for medical visits.
● Intranet and the Santesurf professional portal
The offer includes:
➪ On the sources side, ATLAS Repository is a turnkey
marketing/sales database incorporating business
know-how.
➪ On the utilization side, it is based around two complementary features:
• ATLAS CRM Suite: Front-office application software incorporating management rules specific to the
pharmaceutical industry and federated around
menus that evolve in step with users (customer service/medical information, conference management,
legal-specification management, etc.).
• ATLAS CRM Analytique: an analytical application
to general management, sales and marketing, for
monitoring business and client segmentation strategy.
Strategic partnerships with market leaders in the
database and business intelligence field (Microsoft,
Oracle, Business Objects, etc.) are enriching Césame
Technologies’ solutions and consolidating the success
of Cegedim’s products that are now used by the
market’s principal players.
In association with TEAMS, the ATLAS solution allows
clients to progressively implement the CRM project
without disruption of their current system, conserving
investment and controlling costs. In the specialist field of
CRM, where around 80% of ventures fail. Césame
Technologies outsourcing facility combines data,
business and technique, an innovation in the
pharmaceutical industry; six major contracts were
signed since 2002.
Santesurf is the only free, secure French Intranet
service for those working in and around the healthcare
sector (doctors, pharmacists).
I.1.1- Information and databases
● Audit and competition watching
CAM GROUP
Leader4 in the creation of promotional investment databases for the pharmaceutical industry, the CAM Group
is one of two global healthcare marketing-data providers. It is the sole reference for the world’s top fifty laboratories for the annual systematic monitoring of pharmaceutical laboratories’ promotional expenses.
CAM studies the impact and the nature of all information
and actions relating to pharmaceutical products to help
general practitioners optimize prescribing performance.
A 160-strong team collects data, gathered by panels
composed of over 100,000 general practitioners worldwide. All the media used by pharmaceutical laboratories’ marketing teams are analysed on the basis of all
doctors in general and specialized practice and pharmacists.
CAM operates in 28 countries; North and South
America, Europe (including the principal 5 markets),
Asia (including Japan), the pacific region (including
Australia) and in Africa.
Decisions Research Europe carries out ad-hoc studies
principally for the pharmaceutical industry.
Its three main areas are:
4) Source Cegedim: only market supplier that has developed a trans-border database marketable on a national or global scale.
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➪ MSPharma competition watch (present in 6 countries:
US, UK, Germany, Italy, Spain, France).
➪ Quantitative (recall test, monitoring, etc.) and qualitative (focus groups, communication analyses, round
tables, etc.) ad-hoc studies.
➪ International studies (capability to set up and monitor
ad-hoc studies in over 23 countries).
Decisions Research America and Decisions Research
Pacific/Asia complete the global presence in this sector.
● Sales statistics for pharmaceutical products
CEGEDIM SA, sales statistics department
This department manages the database of French
pharmaceutical products, compiled from the CIP codes,
on behalf of the pharmaceutical industry. It processes
and compiles the GERS sales statistics on all
pharmaceutical products by defined geographic units of
analysis on the basis of data collected from wholesale
distributors and producers. Previously only available
monthly, these statistics have been available on line and
provided on a weekly basis since 1999. The most recent
segmentation, which was introduced in 1998 (746
geographical units of analysis broken down into 4,612
points of sale aggregates made up of 3 to 8
pharmacies) is much more evenly distributed in terms of
volumes of business and will assist in the establishment
of true micromarketing for pharmaceutical companies.
CEGERS
Cegers is a subsidiary owned 50/50 by Cegedim SA
and GERS. Working for pharmaceutical companies and
pharmaceutical industry service providers, it develops:
➪ customized processing solutions based on GERS
and TVF sales data.
➪ performance-monitoring applications (targets, bonuses, etc.).
INFOPHARM UK / INFOSANTÉ HUNGARY /
CEGEDIM ROMANIA, CZECH REPUBLIC AND SLOVAKIA
Through its various subsidiaries - Infopharm UK,
InfoSanté in Hungary, Cegedim Czech Republic and
Slovakia and Cegedim Romania, Cegedim Group now
offers pharmaceutical product sales statistics that are
different from those offered by competitors.
A highlight in 2002 in the United Kingdom was the creation of Infopharm UK, a joint venture signed with
NDCHealth, a US company specializing in the acquisition and transmission of data to the pharmaceutical
industry. New clients will be gained in 2003 through our
global data solution at national, regional and point-ofsale level. This will be made possible by our ability to
offer our clients sectoral data based either on postcodes
or bricks, or on the UK healthcare administrative system
(Primary Care Trust). Increased market coverage and
extrapolation finalization will enable us to enhance the
reliability of the data.
5
Already the leader on the Romanian sales data market,
Cegedim will consolidate its position in 2003 by the
commissioning of the Infosanté Romania project, which
will provide clients with finely-targeted sector-based
sales data (GSU: Geographical Sales Unit).
● Prescription analysis
ICOMED
Icomed measures doctors' preference for the treatments
and medicines they prescribe by sending them one or
two named questionnaires per year. More than half of all
French doctors, in 19 branches of medicine, inform
Icomed of their prescribing habits each year. This nominative data is particularly useful in defining doctor and
product profiles and also for conducting more general
studies. Icomed has had a presence in Belgium since
1999, in the form of Icomed Belgium.
● Performance measurement
THALES, A BKL PRODUCT
These custom analyses are available in a wide variety
of data formats and are compatible with the Click
Pharma and TEAMS Vision facilities available in all
countries.
➪ Click Pharma is a data formatting solution which can
be customized to meet the requirements of any pharmaceutical company.
➪ TEAMS Vision is an EIS-type tool targeted at regional
managers and head offices and is fully integrated
with the TEAMS facility.
BKL, with its Thales panel of over 4,000 general practitioners and specialists, continues to build on its position
as France’s leading medical database, the reliability of
the database being recognized by all French pharmaceutical companies and public institutions.
From the data collected by means of the Thales network, BKL produces epidemiology, health economics,
marketing, and medical information effect-iveness studies. BKL Thales supplies computer hardware and software to doctors, and provides services for electronic
transactions and for managing their surgeries.
(5) Source Cegedim: in sales compared to the other competitors present in the Romanian sales data market.
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2002 was a year of strong development and finalization
of all panels of specialists in cardiology, neurology, psychiatry, paediatrics, rheumatology, and gynaecology.
BKL Thales is the only complete out-patient observation
facility in France. In terms of public health, such facilities
are a unique and rich source of knowledge. The high
quality of the data collected is due to all the effort over
many years to obtain information from cooperating doctors, who must be thanked for their support. Owing to
the importance of the healthcare data it can provide,
BKL Thales now deserves to be regarded as a public
utility company.
MEDIMED
The purpose of the German company Medimed GmbH
is the large-scale electronic collection of nominative
prescription data acquired individually from each cooperating doctor (the identity of the doctor is disclosed bot
not the patient’s, in accordance with German deontology). This data, both nominative and qualtitative, constitutes a particularly powerful tool for pharmaceutical
companies.
It provides the facility to:
➪ define doctor profiles and adapt doctors’ medical
information strategies.
➪ gauge the effectiveness of their medical information.
➪ conduct general studies on markets in which they are
active or wish to expand.
Doctors are able, on a quarterly basis, to monitor all
their prescriptions and adapt their prescribing habits to
suit any budget constraints imposed by the German
health authorities.
which is the only electronic database to compete with
Vidal. The BCB is integrated into dispensary-management software marketed by the Alliadis network
(Alliance-Plus software) and by the Data Conseil network (Premium software), representing 7,500 subscribing dispensaries. This database is also included in
software for doctors: 7,000 practices have already been
equipped with it, and their number is increasing by 100
each month. It will in time be provided at the doctors'
computerized workstations belonging to the group and
is also distributed by other medical software suppliers.
The principal player on the web market, BCB is integrated into healthcare portals and sites. The technology
used currently allows penetration into the hospital sector by offering an easy-to-use solution for consulting the
database in hospital intranet systems.
● Individual dispensary statistics
SANTESTAT
After several months' investment, the Santestat panel,
created on the basis of data collected by pharmacists
will produce its first statistical results during 2003. The
company already provides pharmacists with the tools
that they need to optimise their dispensary management. In parallel, it will make it possible to enhance the
analyses off e red by GERS, by offering pharmaceutical
companies the data they need to monitor pharmacy
stocks, and to optimize their knowledge of medicine distribution channels
● Promotional support networks
RÉFÉRENCE DIFFUSION MÉDICALE
Very popular among the healthcare sector and counting
over 13,000 cooperating doctors by the end of 2002,
Medimed signed numerous contracts with key pharmaceutical industry customers in 2001 and 2002, which
meant that its 2002 earnings growth rate stood at over
70%. These acquisitions and the launching of a national
study into prescribing habits will enable it to consolidate
its success in 2003. Medimed constitutes, incidentally,
Europe’s premier performance analysis facility using
nominative data acquired from doctors.
Référence diffusion Médicale operates in the area of
promotion at the point of prescription. It offers pharmaceutical companies a range of products based on:
● Medical database
RNP
RESIP
RNP, Réseau National de Promotion, is the undisputed
reference for point-of-sale advertising in the pharmaceutical and para-pharmaceutical sector.
Every 3 weeks in France, RNP promotors/merchandizers provide laboratories with privileged access to
19,000 dispensaries. The services they provide include:
RESIP (Recherches et Etudes en Systèmes
Informatiques Professionnels) provides healthcare professionals with a scientific database to assist in prescribing and issuing drugs: Banque Claude Bernard (BCB),
➪ paper (prescriptions).
➪ electronically (medical information screens distributed among over 6,000 doctors equipped with various
types of Groupsoftware).
➪ the Santesurf portal.
(6) Source Cegedim: in number of advertising spaces in dispensaries in the national territory.
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➪ Dressing shop windows.
➪ Independent pharmacist.
➪ Enhancing sales areas (shelves, counters).
➪ Groups of pharmacists: to date, the Group’s solutions are by far the most popular with leading groups
(Giphar, Pharmaréférence, Pharmalibre, IFMO, CoPharm-ec, Optipharm, Resonor, Alphega, etc.).
➪ Conducting surveys.
In 2003, RNP will continue to develop its service solution on new media or new targets.
MEDEXACT
June 2002 saw the creation of MedExact, the Cegedim
Group’s e-marketing agency for doctors. Via its Internet
treatment site and e-mailing, it circulates medical information to almost 50,000 doctors in general and specialized practice. MedExact offers the pharmaceutical
industry the use of these two methods of communication for announcing product launches, for consolidating
the industry’s position and for promoting brands and
image.
I.2- Healthcare professionals
Specializing in software intended for the use of healthcare professionals, this division offers many synergies
with the other healthcare services of the Group. Relying
on a network of computerized professionals who commonly use new communication solutions, the Group has
the opportunity to extend its knowledge of the healthcare
market, and thus ensure the excellence of the services
it provides.
● Pharmacists
ALLIADIS
Alliadis is, in France, leader in the dispensary IT field
(30% of the market share; 7,500 clients). Its solution is
based on two global, integrated software solutions,
namely Alliance-Plus and Premium, and on the provision of suitable IT equipment.
Alliadis is a collection of 3 companies:
➪ Alliance Software, a development platform, and the
company behind the Alliance-Plus application.
➪ Alliadis, a distribution platform providing AlliancePlus assistance.
➪ Data Conseil, a publisher and distributor of Premium
software.
In total, throughout France, there are 370 collaborators
and 30 skills centres.
With a keen eye on developments in the dispensary
field, Alliadis has been able to adapt to the new economic situation and offers tailor-made solutions to various
market players:
➪ Laboratories: with 50% of flows of medicinal products managed by means of its software applications, the Group is the preferred contact for the principal laboratories when implementing pharmacisttargeted information and communication systems.
● Doctors
CEGEDIM LOGICIELS MÉDICAUX / BKL CONSULTANT /
IN PRACTICE SYSTEMS
The doctors section of Cegedim comprises Cegedim
Logiciels Médicaux (dBMed, Dia, Médiclick, Médigest
and Ordogest software) and BKL Consultant
(Doc’Ware) in France and In Practice Systems (Vision
and Vamp) in the United Kingdom. In France, 2002 saw
the consolidation of the integration of all existing structures and the launch of Crossway Ville, the new-generation communication software. In the United Kingdom, In
Practice Systems is now the reference Windows solution for Primary Care.
Cegedim Logiciels Médicaux is now a major European
publisher of software for doctors, with over 35,000 work
stations. The main aim for 2003 is to facilitate progressive evolution of the hardware installed in France towards
Crossway convergence software and associated services.
In France, with Santesurf, the secure healthcare portal
reserved for the medical profession, doctors - whether
or not they have Cegedim systems - are able to transmit
electronic healthcare files (FSEs) to primary health
insurance providers. They also benefit from specialized
services (mailbox, laboratory letterbox) and have
access to the Internet.
➪ 31,000 doctors use Santesurf.com on a daily basis,
and 7,000 use the FSE transmission service, which
has turned Santesurf into France’s leading private
pooling service, with a market share of almost 17%.
➪ Santesurf, a private operator, has become the reference information-exchange platform for healthcare
professionals and medical visitors.
➪ Santesurf serves as a pool for the majority of the
information flows managed by Cegedim.
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● Hospitals
ICSF
ICSF publishes patient file and medical file software
solutions for public and private health institutions and
treatment centres, It has already provided its solution to
about 100 establishments. Structured around the
Crossway applications (hospital, clinic, town and network), ICSF’s offering is based on concepts for inputting
information at source and i nformation sharing, ease of
use in each specific field, interoperability and infocentre.
● Pharmacists, Doctors, Paying organizations
TÉLÉPHARMA / TÉLÉPHARMA.IP / QUALIPHARMA
The electronic transmission of treatment formas between pharmacies and paying organizations is a service
that is provided in addition to the software and databases supplied by the Group. It provides a permanent
solution for day-to-day contact with healthcare professionals.
● Pharmaceutical companies, Wholesalers, Hospitals
ELECTRONIC DATA INTERCHANGE
Within its computerized data exchange (EDI) department, Cegedim has developed expertise enabling it to
transmit commercial documents such as orders, invoices, shipping documents, etc. between laboratories,
wholesalers/distributors and hospitals (Edipharm system).
EDI activity also applies outside the healthcare sector
and covers all exchanges of electronic documents between everyone concerned and also partners, such as
hauliers, and major retail outlets. New, simpler protocols
based on Web-EDI have made it possible to open up the
service to numerous healthcare establishments and
also to medical-analysis laboratories, in respect of
whom a partnership agreement was concluded with the
relevant supplier association.
The Cegedim EDI team has also developed the diagdirect website, for managing medical-analysis laboratories’ orders to their suppliers, and the Hospit@lis portal,
the healthcare portal of the CIP association sponsored
by the entire French pharmaceutical industry.
● Electronic money and insurance
CETIP TIERS-PAYANT
An exclusive Santé-Pharma operator since 1991,
CETIP manages direct pharmacy payment for 10 million
24
beneficiaries, 23,000 healthcare professionals and 225
complementary healthcare insurers, providing national
coverage. CETIP Tiers-Payant handled almost 52
million direct complementary healthcare pharmacy payment invoices in 2002, 99% by electronic means.
During 2003, CETIP will manage a direct payment solution covering radiologists and medical-analysis laboratories in collaboration with Santé Pharma (pharmaceutical payment outsourcing operation), the FFSA (French
Federation of Insurance Companies) and SINTIA, an
economic interest grouping, in its capacity as complementary health insurer contractor.
Its acknowledged performance record, industrial-scale
management processes and call centre serving all partners make it the preferred partner of insurance companies, provident institutions, friendly socie-ties and brokers.
CETIP ENCAISSEMENTS
CETIP Encaissements has for over 25 years been a leading provider in outsourcing payment operations in
France. With a high-performance logistics platform and
business expertise in standardized, secure conversion
of paper documents into electronic documents, CETIP
Encaissements guarantees those who deal with high
flows of invoices from various business sectors optimized accounting and by extension control of management costs.
70 specialists benefiting from high-tech image-processing tools and techniques process varying volumes of
all types of means of payment and work toward integrated solutions that combine electronic publishing, routing
and TDMS.
SOLTIM
Managing healthcare payment for the treatment of over
15 million individuals with Esquif and Aneto packages,
Soltim is France’s leading provider of software solutions
for individual insurance: management of compulsory
and complementary healthcare and provident funds.
Soltim provides solutions for all operators on the market
(insurance companies, interprofessional and public
associations, provident organiz-ations) and provides
them with three types of service by developing sectorial
software applications, integrating these applications and
managing information on an ASP basis. To support its
customers as they deal with the changes required by
the net economy and to enable them to cope with the
new technologies that are essential for their development strategies, Soltim markets and hosts high valueadded Internet services.
After successfully going live on a number of key
accounts in 2002, Aneto applications look set to have
their reference status confirmed on their market in 2003.
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II- SERVICES TO COMPANIES
With its experience in database management and the
design of value added services, the Cegedim Group
aims to provide optimum support to its partners in their
quest to take control of information and add value to
client capital. In pursuing these objectives, the Group
has developed specific expertise in logistical support
and management solutions. These solutions are applied
in two sectors:
➪ Information technology, management and the
Internet.
➪ Direct marketing and customer relationship management.
The expansion of the customer base beyond the healthcare market guarantees the dynamism of these activities. The growth of such services is set to both generate and exploit synergies with Cegedim’s core business.
II.1- Information technology, management and the
internet
Specializing in computer management systems the
Cegedim Group has added to its services in a number
of different areas:
➪ Capture, management and distribution of information.
➪ Provision of external information technology services.
➪ External human resources management.
➪ Design and hosting of Internet sites.
➪ Database management technology.
with existing information systems. The product represents a vital addition to business applications and
management packages (ERP, CRM, CAPM, etc.). The
Docubase Systems customer base comprises government services (family allowance fund, social security
contribution collection office, the health authority),
banks, insurance and pension companies, and many
large and medium-sized enterprises in distribution sector and industry. Docubase is represented in most
European countries and in Africa. The company has
operated a US subsidiary since 1997 and provides services and equipment to the Treasury Department and
many other American organizations in a highly competitive market full of pitfalls for foreign products.
● External provision of IT services
CEGELEASE / COFIDATA : FINANCIAL LEASING
Cegelease and its Cofidata subsidiary, both financial
leasing companies, offer financing packages for pharmaceutical dispensaries.
PC ONLINE
PC online is a value-added product. Its full range of services enables it to enhance any IT asset entrusted to it.
Its solution includes the following 4 main areas:
➪ Network/systems expertise (auditing, implementation, maintenance and evolution of IT/informationmanagement/ resource-allocation systems) and network security.
● Electronic document management and forms
processing
➪ Expertise in electronic archiving solutions (full range
of services, from acquisition to restoration of data on
media/secure hosting with web consultation/personnel delegation).
DOCUBASE SYSTEMS
➪ Outsourced preservation of data media (IT backups,
masters, etc.).
Active in software design and application integration
since 1989, Docubase Systems specializes in converting information to electronic form and the subsequent
management of such information. The company offers a
comprehensive facility for the electronic management of
information and documents for businesses. Known as
GEIDE, this system integrates the capture and automatic identification of documents, indexing, storage and
secure archiving alongside information retrieval and distribution.
The Docubase system is primarily a comprehensive
administrative file management tool for all documents
handled on a daily basis, irrespective of format and original information medium (paper, film, photograph, file).
Designed for open and standard architectures
(Windows, Unix, Linux, Internet), it integrates smoothly
➪ Expertise in distribution of IT hardware and software
(sale and leasing).
Thanks to its custom, innovative and high-performing
services, PC online can respond to all market requirements and is a major player in the IT services sector.
● External management of human resources
CEGEDIM SRH
The premier external payroll management provider in
France and Europe, Cegedim SRH now boasts a base
of over 500 customers, including the biggest names in
industry and services. The company provides a broad
range of services through an integrated package covering:
➪ payroll management.
25
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➪ personnel administration.
➪ time and activity management.
➪ payroll management.
➪ management of profit-sharing schemes.
➪ training and skills management.
➪ The company HR monitoring and annual company
HR survey.
➪ Self-service solutions for employees and managers.
II.2- Direct marketing and customer relationship
management
Cegedim has drawn on its database expertise to develop professional address lists for business to business
communication. Customers prefer to entrust all of their
promotional campaigns to a single service provider, so
Cegedim has gradually expanded its activities to cover
the entire marketing chain.
● Business address lists
The expansion witnessed in its volume of activity puts
Cegedim SRH in a very strong position for development
- confirmation that it will provide the Cegedim Group
with a major new source of growth in the medium term.
● Internet, web-EDI, e-CRM
NYC
NYC is an acknowledged website and EDI software
publishing expert and offers high value-added services
in e-consultancy and industrial Internet server hosting.
NYC specializes in data processing and offers solutions
to enhance information dissemination between different
parties, from supplier to end-consumer in the distribution, healthcare, textile, clothing, linens, automobile and
transportation sectors.
● Database management technologys
AGDF
AgdF, a firm of consultants and provider of IT services,
offers consultancy and technical expertise. The company develops software building blocks for optimizing the
performance of application components in Oracle environments. It has unique and acknowledged expertise in
the areas of architecture, performance optimization and
auditing.
AgdF’s customers are primarily major accounts, integrators and editors. The company employs established
experts in the relevant technologies and is currently witnessing exceptional growth in its editing business in the
Healthcare (PPP company portal) and Property (offer
@gir) sectors and in its consultancy and technical
expertise business.
AgdF is closely involved in Cegedim innovations and
strategic developments.
26
CEGEDIM COMMUNICATION DIRECTE (CCD)
The mission of Cegedim Communication Directe is to
design, manage and market various databases, making
it the premier French supplier of business address lists.
CCD provides valuable data to companies communicating with the professional world. This data is subject,
from acquisition to supply, to updating and refinement
from a wide variety of sources.
Data supply:
➪ Corporate and managerial databases: 360,000 companies classified by turnover, with telephone and fax
numbers. Over 460,000 decision-makers organized
in terms of function and skills areas.
➪ INSEE Sirène database (official redistributor since
1981): 4,300,000 establishments (complete company
inventory).
➪ Professional databases: the liberal professions, administra-tion, elected representatives, hotel-restaurants,
associations for the elderly.
➪ French and European healthcare databases.
Data processing (corporate and private):
➪ Normalization, restructuring, clearing.
➪ Deduplication, reconcilation, data consolidation.
Work on Company databases:
➪ Database auditing.
➪ Verification.
➪ Data enhancement.
➪ Maintenance of customer data based on CCD own
updates.
➪ Data analysis, customer profile.
➪ Consultancy in B to B prospecting.
In order to offer these services, CCD relies on special
programs and tools, some of which, such as the SOURCE database (log of all changes in SIRET numbers
since 1993), are unique in France.
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Subscription Management:
● Printing
SIGA: All-purpose package for managing subscriptions
and client information (press and home shopping).
PHARMAPOST
Global service integrated into Direct Marketing:
CCD offers its clients every stage in the direct marketing
chain, via its specialist subsidiaries (design, printing,
routing, mailing).
CEGEDIM MARKETING PROCESS (CMP)
Cegedim Marketing Process provides research and
consultancy services, specializing in outsourcing document processing (from paper documents to on-line
documents). Its mission is to design and implement
complex, repeat electronic publishing applications for
major market players, control document consumers and
direct marketing campaigns. Its high-tech know-how is
the result of its document expertise: assistance in
design, digital printing, electronic document organization, management of new communication media.
● Electronic publishing/Routing :
In summer 2002, a vast electronic publishing and routing platform was inaugurated at the Longjumeau site
(91). A purely integrated and automated production centre for the entire Cegedim Group, this site currently
covers an area of 15,000 m2, with the opportunity to
extend in the future. Both SDI and Message + are there.
The IT architecture and the laser-printer and mailing
equipment means that these two organizations can
develop their facilities management or direct marketing
services in a genuinely industrial environment.
Pharmapost, which has ISO 9002 certification, is a
mass-production printer, specializing more particularly
in fine paper printing and finishing. In 2002, it produced
320 million pharmaceutical product notices, flat, folded
or rolled, making it one of France’s largest printers.
● Envelope stuffing and routing
MÉDIPOST
Médipost specializes in direct marketing logistics and
particularly personalization, formatting, packaging and
postal mail-shot routing services.
In 2002, Médipost packaged over 71 million messages,
over 58 million of which were sent through the mail.
Médipost is continuing to develop its business and is following a quality procedure in order to receive ISO 9002
certification.
● Medical samples
PHARMASTOCK
Pharmastock is a distributor of pharmaceuticals and
manages stocks and dispatch of medical samples on
behalf of pharmaceutical companies. Its computerized
management system is a guarantee to customers of
compliance with the regulations applicable to the distribution of drugs, including compliance with dispensing
traceability.
SDI
The market’s main provider, with ISO 9002 certification,
SDI is responsible for all or some of the requirements of
major accounts wishing to outsource production of their
management documents (invoices, statements of
account, payments, etc.) or marketing communications
(mailshots, miscellaneous correspondence, etc.).
MESSAGE +
Message + completes SDI’s solution for formatting,
mass mailing with visual inspection, and routing of all
types of management correspondence of any volume.
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4.1.1.3. The market and conditions under which activities are performed
Cegedim, is the only country where IMS’ market
share is negligible.
➪ NDC (National Data Corp.), Azyx, Taylor Nelson in
the UK, and Quintiles are new competitors.
• Principal competitors
Cegedim’s clientele is historically the worldwide pharmaceutical market and its different pharmaceutical
representative service providers. Although the health
sector is considered to be a continuous growth sector,
the competition is increasingly keen, and the pressure
on prices is more and more significant in an increasingly constraining legislative and governmental context. In
the search for increased effectiveness of their promotional capital expenditures, pharmaceutical laboratories
are addressing service providers like Cegedim to benefit from pertinent information concerning their markets
and successful decision-making tools allowing them to
track the implementation of their marketing strategies.
Concerning this market segment, the Cegedim Group’s
competition in Europe are the following:
• HEALTH SERVICES in relation to customer relationship management:
➪ Dendrite Inc: very established in the U.S.A. and in
Japan, in 2001, Dendrite was number 1 worldwide in
number of stations installed. In 2002, according to
its own sources, Cegedim deems that it surpassed
the number of stations installed worldwide by this
company.
➪ Synavant : is very important in most countries but is
predominant in the UK due to its history (Walsh).
Synavant became a Siebel integrator and is losing
market shares in the field of sales force management.
➪ Siebel, Oracle and SAP : generalist competitors
without any real medical specificity. These companies are software suppliers and, contrary to
Cegedim, do not supply complete outsourced solutions.
➪ There are also numerous competitors in the different
countries.
In the U.S.A., the market remains open since half of the
American laboratories still use an internal system.
➪ We also count numerous small local competitors in
this market.
• HEALTH SERVICES intended for professionals:
➪ Axilog, subsidiary of Wanadoo (France Telecom) and
Hellodoc are present in France in physician automation; Emis and Torex are competitors of the Cegedim
subsidiary in the United Kingdom.
➪ The leader in the pharmacist automation market,
Cegedim has two main competitors: Pharmagest
interactive and Slimm-CIP.
• HEALTH SERVICES in the electronic payment and
insurance sector:
➪ Soltim’s main competitors are the large IT integrators
that offer specific projects, sometimes based on software packages from small vendors.
➪ CSC also benefits from a good audience in the insurance field, even though not very present in the
health insurance segment, Soltim’s strong point.
➪ PROVAL appeared in 2002 as Soltim’s main competitor.
Concerning SERVICES ENTREPRISES (Direct marketing , computing, management and the Internet) :
➪ SRH, a subsidiary of Cegedim, is number 2 in
France, behind ADP GSI, in outsourced human
resources management.
➪ For the other activities, there are a large number of
competitors in the market.
The important competitive advantage of this division is
the incorporation of the different services allowing
Cegedim customers to take advantage of a comprehensive offer.
• Customers
• HEALTH SERVICES in relation to databases and clinical trials:
➪ IMS, the leader worldwide. France with GERS and
28
The customers of the Cegedim Group comprise all the
main pharmaceutical companies operating in Europe
and companies from other sectors including, in particu-
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lar, banks, insurance companies, companies belonging
to the press sector and publishers.
No customer accounts for over 5% of the turnover.
4.1.2. Figures on production volumes over the three
previous accounting periods
Not applicable (Cegedim is a service company).
In general, the services provided by the Cegedim Group
see a high rate of repeat orders and are covered by
contracts spanning several years. They are charged in
arrear, on the basis of services actually provided in the
previous month. Support (assistance, maintenance, etc.)
services are covered by an agreement which is generally on an annual basis and calculations are based on a
lump sum linked to the costs and resources committed
by the Group to provide the services in question.
The terms of payment applied are 60 days from the end
of the month for French companies (73% of turnover),
i.e. about 80 days if invoicing occurs on the 10th of the
month.
• Activities subject to specific official regulations,
whose amendment would have a significant impact
Although the healthcare sector is highly regulated, the
Group, as a service provider, is not subject to special
regulations, apart from its regular declarations to CNIL
[French national information technology and Civil
Liberties Committee] relating to the address lists and
databases owned and managed by it.
Apart from France, all the member states of the
European Union in which Cegedim has established
itself have implemented European Directive 95/46/EC of
24th October 1995 on the protection of individuals with
regard to the processing of personal data and the free
movement of such data, published in the Official Journal
of the European Communities of 23rd November 1995.
This directive provides in particular for obligations to
make declarations analogous to those introduced by
CNIL.
In France, a draft law is also in the course of preparation
and should be submitted to CNIL in the near future. This
draft law is intended to reinforce the scope of certain
basic rights (advance information and the right of objection) and should considerably reinforce the powers of
CNIL.
Outside the European Union, subsidiaries situated in
the Czech Republic, Hungary, Poland, Switzerland and
Turkey must also make declarations to the supervisory
authorities in order to comply with the various laws relating to data protection.
The authorities do not, however, have any specific right
of access to the various forms of information and data
managed by the Group.
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4.1.3. Breakdown of net turnover achieved during
the past three accounting periods broken down
according to category of activity and geographical
market
in €’000
Total
France
2001
Abroad
Total
France
2000
Abroad
Direct marketing and customer
relationship management
management and the internet
110,110
38,881
40,392
52,747
33,520
162,857
72,401
40,392
101,706
37,562
39,680
29,951
35,263
126
131,657
72,825
39,806
93,402
10,130
28,518
23,477
30,587
24
116,879
40,717
28,542
33,562
159
33,721
32,001
12
32,013
29,629
17
29,646
25,837
4,869
30,706
26,212
4,440
30,652
22,577
3,769
26,346
TOTAL
248,782
91,295
340,077
237,161
69,792
306,953
184,256
57,873
242,130
France
2002
Abroad
4.1.4. Location, importance of the issuer’s main
establishments and succinct information concerning the real estate owned
A principle establishment is defined as any establishment that accounts for over 10% of the turnover or production.
Cegedim SA leases all the premises that it occupies at
Boulogne-Billancourt (suburb of Paris).
Some rent is paid to companies (parent company
Sofimat.or or various non-trading real estate investment
companies) that share Directors with Cegedim SA, as
indicated in the special auditors’ report included in the
annexe to this reference document. The rent in question
(premises and parking spaces) amounts to
€ 2,746,171.53 in total for 2002.
Rent amounts are established in accordance with market conditions and will remain so.
4.2. Summary information concerning any dependence of Cegedim with regard to patents and licenses, procurement, industrial, commercial contracts
or new manufacturing processes, when these factors have a significant impact on the issuer’s business or profitability
It should be noted that Cegedim has no dependence on
patents or licences.
The monitoring of trade marks and software is supervised by the Head Office of the Group, which ensures that
the intellectual property rights belonging to each Group
subsidiary are filed and defended correctly and kept up
to date.
30
Total
The Group owns its operating equipment.
No specific partnership or contract of a commercial nature has an impact on a share of turnover in excess of 5%.
By reason of its activity as a service provider, the Group
is not dependent upon suppliers.
The other purchases and external expenses item represents 32% of the Group’s sales. It is broken down into:
- subcontracting services (30% of the item) assigned to
carriers (telecom lines and networks for paperless
information traffic) computer services providers and
routing and desktop publishing companies for certain
specific tasks,
- rent amounts (15% of the item) to landlords for Group
premises and to computer operating systems suppliers,
- trips, travel, duty costs and entertainment expenses
(7% of the item),
- detached and temporary personnel (7% of the item)
particularly for hot line services, training and pre-hiring
expenses,
- the other items (each representing around 2 to 5% of
the total) are maintenance and repair, purchases of
expendables and advertising expenses, as well as
transport.
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4.3. Workforce of the Cegedim Group
The total workforce of the Group (an employment
contract or term contract) at the end of the two most
recent financial years is shown in the following table:
DIVISION
HEALTHCARE SERVICES
TOTAL Healthcare services
Direct marketing
management and the internet
TOTAL Services to Companies
GROUP TOTAL
31 december 2002
Executive Non-exec.
31 december 2001
TOTAL
Executive
Non-exec.
TOTAL
542
202
219
963
1,024
536
91
1,651
1,566
738
310
2,614
430
176
180
786
732
508
133
1,373
1,162
684
313
2,159
95
286
381
158
128
286
174
269
1,232
112
398
2,049
286
667
3,281
82
240
1,026
287
415
1,788
369
655
2,814
4.4. Investment policy
4.4.0. Research policy followed by the company or
the Cegedim Group
The investment policy of the Cegedim Group is to continuously reinvest 8% of its turnover in the development
of its existing and future products and not to include
expenses of this type, which are normal current operating expenses, as fixed assets.
There is no research and development department in
the Group to which specific personnel would be dedicated.
4.4.1. Figures for the main investments, including
holdings in other companies, such as shares,
debentures, etc. made during the past three accounting periods
Cegedim Group investments in €’000:
Date
Intangible
Tangible
Financial
2000
2001
2002
11,266
6,015
9,042
11,852
25,630
28,725
66,097
4,701
1,947
• Intangible investments:
Intangible assets consist essentially of a business.
• Tangible investments:
Computer hardware represents 72% of tangible investments. The rest is allocated to systems, equipment and
office furniture (self-financed).
• Financial investments:
Financial investments essentially concern the SCI 131
security deposit (€ 800,000).
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4.4.2. Indications concerning the principal investments being made
The Cegedim Group’s strategy concerning external
growth consists in developing its core business: health
services. The investments made focus essentially on
external growth with particular attention to the international development of the operations intended for pharmaceutical laboratories, as well as opportunities for
expanding the line of services offered.
2002 acquisitions were particularly significant in this
regard (see the section “internal and external growth of
the Group” in point 4.1.0). They are being actively pursued in 2003, with the current acquisition of the companies SYNAVANT and PROVAL. (See chapter VII –
Information concerning recent developments and future
outlook).
4.4.3. Main future investments of the Cegedim
Group that are the subject of firm commitments by
its management bodies
There are no major investment projects that are covered
by firm commitments by the management.
4.5. Issuer’s risks
4.5.1. Market risks (interest and exchange rates,
shares, credit)
Only slightly more than 7% of the Group’s operations
are carried out outside the EEC, which exposes
Cegedim to a relatively limited exchange risk. Within the
EEC, only the operations carried out in the United
Kingdom have a relatively significant importance,
without necessarily generating an important exchange
risk. Sales made in the UK totaled 36.5 million euros in
2002.
The Group’s net financial debt totaled 49.8 million euros
at the end of 2002. The gross cash flow margin on this
date was 37.7 million euros. All the interest rates on
loans are variable and are pegged to the EURIBOR.
Rate coverage was set up: three quarters of the loans
are covered by a tunnel swap. Uncovered loans are due
within two years.
Liberties Committee] relating to the address lists and
databases owned and managed by it. (For more details
see “Activities subject to specific official regulations,
whose amendment would have a significant impact”
under point 4.1.1.3.).
The confidentiality constraints to which the Group is
subject are directly related to the preceding.
The Group has no link with or dependency on other
companies of a scale significant enough to substantially impact on Cegedim.
Operating assets are held by the Cegedim Group.
No special tax arrangements apply to the Group.
To the company’s knowledge, there is/are no dispute(s)
likely to have or that have in the recent past had a significant impact on the financial position, the operations
and the assets of the company or the Group.
4.5.3. Industrial and environmental risks
As service providers, the companies in the Group are
not exposed to industrial or environmental risks.
4.5.4. Insurance – Coverage of any risks likely to be
run by the issuer
Cegedim SA has taken out an insurance policy from a
reputable company covering it and all the companies of
the Group against all risks inherent in its civil professional and operating liability.
To take into account the nature of the operations of the
different subsidiaries, two levels of coverage were planned:
- 7,622,450 euros for the companies TVF, Soltim and
Cegedim SRH
- 762,245 euros for the other companies of the Group.
It has also taken out from this same company a policy
covering all the sites occupied by it or by the companies
of the Group against tenants’ risks. This policy also
covers the consequences of a failure of the Group’s
computer system in the amount of 10,700,000 euros.
4.5.5. Other specific risks
None
4.5.2. Legal risks
Although the healthcare sector is highly regulated, the
Group, as a service provider, is not subject to special
regulations, apart from its regular declarations to CNIL
[French national information technology and Civil
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SECTION V – Net worth – Financial position – Results
5.1. Financial statements of Cegedim S.A.
• Balance sheet and profit and loss account
Balance sheet assets
Balance sheet liabilities
Profit and loss account
• Notes to the balance sheet and profit and loss account
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Socials Accounts
A - ANNUAL STATEMENTS OF CEGEDIM S.A.
BALANCE SHEET-ASSETS (in euros)
Items
Gross
Amount
Depreciation
& Provisions
euros/Net
31/12/02
euros/Net
31/12/01
euros/Net
31/12/00
160,071
3,705,796
160,071
3,122,795
583,002
330,121
36,588
491,827
1,318,841
20,519,264
2,051,758
1,126,202
13,459,958
1,132,954
192,639
7,059,306
918,804
238,218
7,964,726
778,895
294,230
5,296,811
806,087
Miscellaneous holdings
Loans
Other fixed assets investments
118,273,276
68,526,233
5,372,141
17,398,055
14,037,088
100,875,221
54,489,144
5,372,141
85,173,500
40,631,044
983,972
88,039,997
35,688,941
928,199
FIXED ASSETS
219,927,380
50,437,124
169,490,256
136,100,476
131,582,679
120,433
428,486
141,506
184,875
139,676
194,183
32,877,199
2,150,019
23,936,664
8,962,791
21,177,581
13,470,781
5,801,304
5,801,304
1,549,935
2,940,639
1,312,119
1,312,119
1,082,957
912,594
42,689,559
35,858,728
38,835,453
INTANGIBLE ASSETS
Purchased goodwill
Other intangible assets
TANGIBLE ASSETS
Buildings
Plant, machinery and equipment
Other tangible assets
INVESTMENTS
STOCKS AND WORK IN PROGRESS
Stocks of merchandise
Payments on account
120,433
428,486
ACCOUNT RECEIVABLE
Trade debtors
Other debtors
33,271,854
2,150,019
Marketable securities
Cash at bank in hand
394,655
PREPAYMENTS AND ACCRUED INCOME
Prepayments
CURRENT ASSETS
34
43,084,215
Deferred charges
Translation gain
63,578
532,627
TOTAL ASSETS
263,607,799
394,655
63,578
532,627
50,831,779
212,776,020
773
171,959,204
170,418,904
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BALANCE SHEET-LIABILITIES (in euros)
Items
Share Capital
Merger issue premium, share premium, etc.
Legal reserve
Regulatory reserves
Other reserves
PROFIT FOR THE YEAR ENDING
31/12/02
euros
31/12/01
euros
31/12/00
euros
8,891,005
73,732,002
889,100
53
25,730,812
8,891,005
73,732,002
889,100
53
21,071,040
8,891,005
73,732,002
800,196
53
16,135,373
10,206,692
9,698,755
8,865,511
Regulated provisions
285
119,449,665
114,281,955
108,424,424
Provisions for liabilities
Provisions for charges
3,252,088
199,968
22,867
151,827
73,948
PROVISIONS FOR LIABILITIES AND CHARGES
3,452,056
174,694
73,948
68,354,484
722,184
413,249
38,899,793
900,959
238,735
20,788,073
852,607
329,048
7,398,701
10,422,704
6,935,699
8,840,124
5,854,435
8,106,463
475,000
1,854,523
232,513
475,000
908,073
8,602
25,298,827
6,433
89,873,358
57,206,986
61,235,885
942
295,568
684,646
212,776,020
171,959,204
170,418,904
SHAREHOLDERS’ FUNDS
BORROWINGS
Bank loans and overdrafts
Other loans
Payments on account
CURRENT LIABILITIES
Trade creditors
Taxation and social security
MISCELLANEOUS LIABILITIES
Creditors for fixed assets expenditures
Other creditors
Deferred income
LIABILITIES
Translation loss
SHAREHOLDERS’FUNDS AND TOTAL LIABILITIES
35
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PROFIT AND LOSS ACCOUNT, FIRST PART
(in euros)
Items
31/12/02
euros
31/12/01
euros
31/12/00
euros
Merchandise sold
18,610
32,479
28,323
Production sold: goods - FRANCE
91,349
71,629
58,467
75,511,288
66,285,985
59,881,973
5,038,064
3,339,349
3,975,466
80,659,312
69,729,441
63,944,229
744,183
167,718
569,879
4,548
2,661
9,076
81,408,043
69,899,821
64,523,183
Purchaser of merchandise
18,371
24,743
15,128
Change in stocks of merchandise
21,073
-1,830
-22,017
Production sold: services - FRANCE
Production sold: services OUTSIDE FRANCE
TURNOVER
Depreciation and provisions written back, transfer of charges
Other operating income
TOTAL OPERATING INCOME
Purchases of raw materials and supplies
Other purchases and external charges
Taxes (other than Corporation tax)
227,521
352,999
27,718,074
25,691,623
1,857,132
1,476,910
1,297,027
18,628,376
16,474,066
14,524,009
Social security charges
8,441,490
7,214,623
6,748,607
Depreciation - fixed assets
4,892,623
3,371,439
2,948,588
Wages and salaries
Depreciation - deferred charges
36
138,538
32,407,867
63,578
293,075
Provisions - current assets
161,259
392,123
94,362
Other operating charges
122,077
89,014
130,146
TOTAL OPERATING CHARGES
66,752,383
56,986,683
52,073,547
OPERATING PROFIT
14,655,660
12,913,138
12,449,636
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PROFIT AND LOSS ACCOUNT, SECOND PART
(in euros)
Items
Investment income
31/12/02
31/12/01
31/12/00
euros
euros
euros
16,575,418
4,789,664
5,423,444
Other interest and similar income
3,587,107
2,369,286
1,349,494
Writebacks of provisions and transfers of charges
1,633,736
62,058
251,879
42,186
633,058
12,610
21,838,447
7,854,065
7,037,427
16,453,759
6,055,557
6,580,181
6,954,914
3,698,002
2,314,336
219,052
1,217
3,920
FINANCIAL CHARGES
23,627,725
9,754,776
8,898,436
NET FINANCIAL INCOME
-1,789,278
-1,900,711
-1,861,009
PROFIT BEFORE TAX
12,866,382
11,012,427
10,588,628
2,954
891
Exchange gains
Net proceeds from transfers of marketable securities
FINANCIAL INCOME
Financial charges to depreciation and provisions
Interest and similar expenses
Exchange losses
Extraordinary income from management activities
Extraordinary income from investment activities
760,114
5,099
25,169
Writebacks of provisions and transfers of charges
375,107
433,323
1,855,595
1,135,221
441,376
1,881,656
Extraordinary charges on management activities
614,298
503,278
50,342
Extraordinary charges on investment activities
500,533
EXTRAORDINARY INCOME
Extraordinary charges to depreciation and provisions
EXTRAORDINARY CHARGES
NEXT EXTRAORDINARY INCOME
Employee profit-sharing
1,128
48,903
534,557
27,441
1,163,735
1,037,835
78,911
-28,513
-596,459
1,802,745
455,259
627,284
1,028,656
2,175,917
89,929
2,497,205
104,381,711
78,195,262
73,442,266
TOTAL CHARGES
94,175,019
68,496,507
64,576,755
NET PROFIT
10,206,692
9,698,755
8,865,511
NET PROFIT PER SHARE
1.09
1.04
0.95
PROFIT BEFORE TAX PER SHARE
1.33
1.05
1.22
PROFIT BEFORE TAX AND EXTRAORDINARY ITEMS PER SHARE
1.38
1.18
1.13
Corporation tax
TOTAL INCOME
37
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TABLE OF SUBSIDIARIES AND SHAREHOLDINGS
Subsidiaries
more
than 50% owned
Share
capital
Capital other
than share
capital
%
control
Book value
of shares
held
Gross value
250,000
160,071
1,219,592
42,076
1,244,136
6,107,365
959,140
15,245
3,696,923
45,735
749,436
1,000,000
48,067
15,245
200,000
3,087,092
38,112
7,622
249,908
1,676,940
2,737,204
2,301,980
76,225
158,547
495,460
7,500
7,623
686,020
15,245
7,622,451
11,101
87,889
1,559,441
358,020
89,427
63,629
10,278
1,897
1,115
8,125
130,000
21,924
19,845,489
1,527
239,175
24,969
-3,893,284
-39,697
6,214,703
-14,672,007
115,320
112,963
-3,720,496
1,233,239
2,580,425
-337,362
2,404,510
1,028,431
-1,208,176
1,865,966
3,893,388
467,419
-2,702,193
982,904
-31,435
507,917
239,618
2,113,429
830,091
-9,185
1,931,673
-1,302,870
273,592
6,988,953
166,773
223,402
-369,481
107,228
1,036,783
-782,269
151,609
-135,082
-311,416
102,518
-642,230
-75,614
-13,551,640
-128,647
50,04%
100.00%
100.00%
95.83%
100.00%
100.00%
97.56%
99.90%
100.00%
50.00%
99.61%
95.00%
99.81%
96.00%
100.00%
95.00%
97.04%
100.00%
100.00%
95.00%
100.00%
99.90%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
65.00%
100.00%
99.98%
100.00%
99.80%
100.00%
100.00%
100.00%
100.00%
100.00%
75.00%
100.00%
51.00%
991,711
7,622
0
80,693
44,224,377
7,362,478
13,226,977
15,245
5,566,681
22,867
1,178,976
950,000
0
14,635
419,374
36,207
586,222
18,243
1
442,102
3,053,319
458,872
76,225
20,434,710
2,429,694
7,500
7,622
5,541,866
15,245
2,135,506
3,350,082
39,637
2,599,930
360,244
89,427
63,628
10,278
1,897
1,115
8,125
130,000
880,533
1
779
Subsidiaries
less
than 50 % owned
Capital
Equity other
than share
capital
%
control
Book value
of shares
held
Gross value
EDIPHARM
NYC
QUALIPHARMA
DB COM
DRE
MEDICOM
PLEXUS
NETFECTIVE TECHNOLOGY
INFOSANTE HONGRIE KFT
CEGEDIM BRASIL
15,245
38,113
10,000
38,112
40,000
38,874
118,742
452,730
38,404
716,205
76,490
-960,706
-68,108
-464,227
43,576
-630,949
-384,288
-775,659
-694,034
-248,069
20.00%
49.80%
49.00%
0.04%
25.80%
0.07%
0.01%
19.25%
1.00%
50.00%
3,049
18,980
4,900
15
161,766
26
15
898,888
388
344,602
AGDF
AMIX
ALLIANCE SANTE EDITION
ART & STRATÉGIE
ALLIADIS/ASBI
BKL Consultants
CAM France
CBU
CEGEDIM SRH
CEGERS
CETIP
CESAME TECHNOLOGIE
DISTAL SA
DOCUBASE
CEGELEASE
ICOMED
INCAMS
ITOPS
MEDEXACT
MEDIPOST
PC ON LINE
PHARMAPOST
PHARMASTOCK
RESIP
RNP
SANTESTAT
SANTESURF
SDI
SOFILOCA
TVF
CAM CORP US
CEGEDIM AS TURQUIE
CEGEDIM Gmbh (1)
CEGEDIM HELLAS
CEGEDIM HONGRIE
CEGEDIM Ltd
CEGEDIM POLAND
DOCUBASE INC
CEGEDIM USA
CEGEDIM SLOVAQUIE
CEGEDIM Autriche
CEGEDIM Roumanie
IN PRACTICE SYSTEMS
THIN
(1) Cegedim GMBH is the holding company for the subsidiaries ISS and MEDIMED. ISS as a net worth of (+) 1 518 195 euros and
MEDIMED has a net worth of (-) 11 736 516 euros.
38
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Book value
of shares
held
Net value
991,711
7,622
0
1
44,224,377
0
13,226,977
15,245
756,427
22,867
1,178,976
950,000
0
14,635
419,374
36,207
586,222
18,243
1
442,102
3,053,319
458,872
76,225
20,434,710
2,429,694
7,500
7,622
2,484,150
15,245
2,135,506
3,350,082
39,637
1,280,000
360,244
89,427
57
10,278
68
1,115
8,125
130,000
880,533
1
779
Book value
of shares
held
Net value
3,049
0
0
15
161,766
26
15
221,183
388
344,602
Page 39
Loans and advances that have
been granted but not yet repaid
Gross value
Provision
Amount of
guarantees
and warranties
given
Turnover
excluding
taxes
Profit for
the year
Dividends
received
1,692,360
1,988,695
72,595
225
680,386
-108,495
4,049,696
-6,532,783
978,848
47,874
2,242,884
107,114
622,725
-241,736
999,624
306,268
-544,431
1,145,584
4,495,242
383,774
-1,378,309
261,354
-166,185
191,025
183,290
265,725
524,928
-3,876
1,683,438
-770,550
115,465
5,335,999
8,316
290,526
-528,845
438,053
214,159
517,229
41,610
500,189
-343,181
185,109
-435,247
-189,668
1,784,444
-131,260
10,800
2,473,674
17,524,490
90,346
8,560,642
1,309,000
1,448,974
13,380,000
9,638,688
2,342,663
106,714
503,082
10,671,437
3,453,199
6,415,739
704,932
1,555,749
447,220
1,847,298
111,236
412,924
110,000
116,833
Loans and advances that have
been granted but not yet repaid
Gross value
Provision
Amount of
guarantees
and warranties
given
459,451
344,376
238,390
64,714
698,614
26,101,903
10,842,106
4,623,204
225,450
9,948,175
3,439,428
6,639,550
386,190
1,703,826
5,735,171
5,094,964
10,691,185
826,107
1,926,444
305,147
6,011,299
13,777,331
6,328,164
1,890,847
1,744,116
11,445,645
11,061,198
8,385,326
1,451,188
56,071,489
1,724,910
1,721,905
1,509,265
2,002,385
1,200,189
1,794,597
1,124,442
1,479,776
140,622
442,351
154,845
809,892
33,458,578
0
496,188
159,840
212,177
1,900,000
400,000
500,000
1,000,000
2,000,000
9,890,000
Turnover
excluding
taxes
Profit for
the year
Dividends
received
2,291,597
1,012,625
1,253,976
686,179
408,874
492,238
633,366
1,587,639
91,990
17,434
4,983
51,881
-73,961
372,541
-3,669
254,369
216,473
-413,116
-479,278
-
897
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B - NOTES TO THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT
B.1 ACCOUNTING PRINCIPLES AND METHODS
Normal accounting conventions have been applied with observance of the conservatism principle,
assuming:
• going-concern status,
• continuity of accounting methods between accounting periods,
• separation of accounting periods,
and in line with the usual rules for drawing up and presenting annual statements.
The basic method used to value the elements included in the accounts is the historical cost method.
The main methods used were as follows:
a) Tangible assets
Tangible assets are valued at their acquisition cost.
Depreciation allowances were calculated on the basis of the expected useful life.
The most frequent rates were as follow:
Tangible assets
Buildings
Plants, fixtures and fittings
Machinery and equipment
Transport equipment
Office equipment
Furniture
Computer equipment
Telephone equipment
depreciation allowance (%)
duration
mode
20
8
5
4
4
8
3
5
years
years
years
years
years
years
years
years
Straight line
Straight line
Digressive
Straight line
Digressive
Straight line
Digressive
Digressive
b) Intangible assets
Intangible assets are valued at their acquisition cost, apart from in the case of revalued goodwill (note 10)
Allowances for depreciation are calculated on the basis of expected useful life.
Intangible assets
Goodwill
Database file
Software
40
depreciation allowance (%)
duration
mode
5 years
5 years
1 year
Straight line
Straight line
Straight line
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c) Share and other investments
The gross value comprises the purchase price excluding ancillary expenses. If the break-up value is less than the gross value,
a depreciation provision is set aside equal to the difference.
The break-up value is defined as follows:
• Shareholdings: share of the net worth held, taking account of future prospects.
• Loans*: estimated value taking account of the likelihood of non repayment.
• Other investments: estimated value taking account of the likelihood of non repayment
* Does not apply to current account relationships with subsidiaries.
The following criteria are used for possible depreciation:
• Shareholdings: depreciation equal to the difference between the share of equity held and the estimated use value in view
of the future prospects.
• Loans: depreciation up to the amount of the negative net worth of the subsidiary in question if it is thought that the subsidiary in question will continue to make a loss over a long period. If this provision is insufficient, an additional provision for
liabilities and charges is recorded.
d) Trade debtors
Trade debtors are valued at their nominal value. A depreciation provision is set aside if there is a risk of
total or partial non-payment.
e) Change in the valuation method
No significant change in the valuation method occurred during the accounting period.
f) Translation of the statements of non-French companies
In the case of countries participating in monetary union, assets and liabilities denominated in foreign currencies are valued on
the basis of the conversion rate laid down at the beginning of 1999 by the Council of the European Union.
In the case of other countries, the translation rate corresponds to the exchange rate at close of business on 31/12/2002.
g) Exposure to exchange risks
Transactions in foreign currencies entail a limited exchange risk.
B.2 FIXED ASSETS
Items
Start of
accounting
period
Acquisitions
additions
INTANGIBLE ASSETS
3,072,970
792,898
Buildings on land owned by third parties
Transport equipment
Office and computer equipment, furniture
1,318,841
19,229,113
11,633
1,693,794
3,365,816
Disposals
retirements
End of
accounting
period
3,865,868
2,075
346,331
1,318,841
20,519,264
11,633
2,040,125
TOTAL TANGIBLE ASSETS
22,253,381
3,712,148
2,075,665
23,889,863
Miscellaneous holdings
Loans, other investments
100,660,772
45,978,945
17,942,405
48,012,623
329,902
20,093,195
118,273,276
73,898,373
TOTAL INVESTMENTS
146,639,718
65,955,029
20,423,097
192,171,649
TOTAL FIXED ASSETS
171,966,069
70,460,074
22,498,763
219,927,380
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B.3 DEPRECIATION
Balances and flows during
the accounting period
Start
Charges during
accounting period
INTANGIBLE FIXED ASSETS
2,742,849
540,017
3,282,866
1,080,624
45,579
1,126,203
11,264,388
4,100,605
Transport equipment
Writebacks
1,905,034
11,633
Office and computer equipment
End of
accounting period
13,459,959
11,633
914,898
206,422
13,271,543
4,352,607
1,905,034
15,719,115
TOTAL
16,014,392
4,892,624
1,905,034
19,001,981
Straight line Reducing balance
Derogatory
Breakdown of charges
INTANGIBLE FIXED ASSETS
1,121,320
540,017
45,579
689,925
3,410,680
Office and computer equipment
171,654
34,768
907,158
3,445,448
1,447,176
3,445,448
Charges
Writebacks
End of
accounting period
0
0
TOTAL
B.4 PROVISIONS
Items
Start of
accounting period
Derogatory depreciation
TOTAL REGULATED PROVISIONS
0
Provisions for legal proceedings
22,867
Provisions for exchange losses
Provisions for pensions, obligations simil.
151,827
Other provisions for liabilities and charges
TOTAL PROVISIONS FOR LIABILITIES AND CHARGES
Participating interests
Provisions for writedowns of accounts receivable
Other depreciation provisions
7,622
16,007
532,627
48,141
199,968
2,703,454
2,703,454
3,284,984
7,622
3,452,056
15,487,272
2,745,024
834,241
17,398,055
4,363,929
10,472,654
799,495
14,037,088
885,783
161,259
652,386
394,655
13,497
0
13,497
TOTAL DEPRECIATION PROVISIONS
20,750,482
13,378,937
2,299,620
31,829,799
TOTAL PROVISIONS
20,925,176
16,663,921
2,307,243
35,281,855
Operating charges and writebacks
Financial charges ans writebacks
Extraordinary charges and writebacks
42
174,694
762
532,627
161,259
298,399
16,453,759
1,633,736
48,903
375,107
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B.5 MATURITIES OF RECEIVABLES AND PAYABLES
Statement of receivables
Gross
amount
Loans
with no more
than one year
left to run
68,526,233
68,526,233
5,372,141
Doubtful and disputed debts
with more than
one year
left to run
5,372,141
802,461
802,461
32,469,393
32,469,393
747,240
747,240
1,546
1,546
708,631
708,631
Group and associates
367,046
367,046
Miscellaneous debtors
325,555
325,555
1,312,119
1,312,119
110,632,365
36,733,992
73,898,374
with more than
one year and no
more than five
years left to run
with over five
years left
to run
Other trade debtors
Personnel and associated accounts
Social security and related bodies
Statement: corporation tax
Statement: value added tax
Statement: miscellaneous receivables
Prepayments
TOTAL RECEIVABLES
Loans granted during the accounting period
43,297,636
Repayments received during the accounting period
19,766,377
Statement of payables
Gross
amount
with no more
than one year
left to run
Borrowings with an orig. maturity of no more than one year (1)
18,535,057
18,535,057
Borrowings with an orig. maturity of more than one year
(1)
49,819,426
17,345,183
32,474,243
Miscellaneous borrowings and liabilities
(2)
722,184
386,253
335,931
Suppliers and associated accounts
7,398,701
7,398,701
Personnel and associated accounts
3,276,400
3,276,400
Social security and related bodies
1,786,803
1,786,803
280,218
280,218
4,509,459
4,509,459
569,824
569,824
Statement: corporation tax
Statement: value added tax
Statement: other taxes and similar duties
Creditors for fixed assets expenditures
475,000
475,000
1,461,218
1,461,218
Miscellaneous debtors
393,305
393,305
Prepayments
232,513
232,513
89,460,109
56,649,934
Group and associates
TOTAL GENERAL
(3)
New borrowings during the accounting period
34,100,000
Borrowings repaid during the accounting period
11,305,587
32,810,175
(1) All interest on borrowings is at a variable rate linked to EURIBOR.
New loan: CAM group acquisition for 17,000 K€
COFIDATA and DATA CONSEIL acquisitions, for 6,100 K€
MEXICO acquisition for 5,000 K€
(2) Most of the miscellaneous borrowings and liabilities item comprises employee profit-sharing, which is paid at a fixed rate of 6 % per
year and by security deposits received.
(3) Corresponds to the consolidation for tax purposes.
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B.6 RETIREMENT
Retirement obligation covered (in total):
By an insurance company
830,325
B.7 SCOPE OF CONSOLIDATION FOR TAX PURPOSES
The following companies are consolidated for tax purposes:
• Icomed, Sofiloca, Pharmapost, CBU, PC on Line, Docubase, Médipost, Amix, Cegedim SRH, Sofimat,
BKL Consultant, Référence Diffusion Médicale, RNP, Goodman Displays, Pharmastock, Distal, Itops,
Kernet, Message Plus, Santesurf, SDI, TVF, ICSF, Incams, Cegedim Logiciel Médicaux et Soltim.
• The realized tax saving amounts to:
2,244,958
• The tax expenses are borne by the consolidated companies.
• The tax saving of loss-making subsidiaries is recorded as an immediate gain within the company.
• When the subsidiary returns to profit, the corresponding amount of tax is credited to it.
B.8 IDENTITY OF THE CONSOLIDATING COMPANY: SOFIMAT.OR
This is a limited liability holding company mainly owned by Mr Labrune, his family and certain members of
the management boards of Cegedim SA.
B.9 ELEMENTS INCLUDED IN MORE THAN ONE ITEM IN THE BALANCE SHEET
Items
Consolidated
enterprises
FIXED ASSETS
Shareholdings
Loans
118,273,276
68,526,232
CURRENT ASSETS
Trade debtors
Other debtors
18,108,866
422,716
LIABILITIES
Trade creditors
Other creditors
44
4,031,474
1,614,797
Shareholdings
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B.10 GOODWILL
Items entered as a result of revaluation: 144,826.57 euros (950,000.00 francs) *
* This value corresponds to an address list belonging to Cegedim, which had been valued at the time of statuory revaluation in 1976.
The value of this asset is handled as follows:
• If the book value of the address list is less than the break-up value, a provision for depreciation is recorded.
• The break-up value is determined from an estimate resulting from analysis of a number of criteria, mainly based
on the annual turnover obtained from leasing the address list and on the cost of reforming the said address list
in proportion to the number of addresses.
• This asset is completely written off.
B.11 ADVANCES TO MANAGERS
Under article 106 of the law of 24 July 1966, no advance or loan was paid out to the managers of the company.
B.12 BREAKDOWN OF ACCRUED INCOME
Items
Amounts
Customers, invoices not yet drawn up
Trade debtors
5,266,587
5,266,587
Suppliers, receivables
Accrued income
Other debtors
TOTAL
166,151
22,376
188,527
5,455,114
B.13 BREAKDOWN OF ACCRUED EXPENSES
Items
Accrued interest payable on investments
Accrued interest payable on borrowings
Accrued interest payable on overdrafts
Borrowings and liabilities
Amounts
125,357
75,626
65,771
266,754
Suppliers, invoices not yet drawn up
Trade creditors
2,349,774
2,349,774
Provision for paid leave
Provision for telephone bill
Personnel, other accrued expenses
Statement, accrued expenses
Tax and social security liabilities
2,139,025
319,499
541,091
569,824
3,569,439
Customers, amounts to be credited
Miscellaneous accrued expenses
Other creditors
384,500
0
384,500
TOTAL
6,570,467
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B.14 DEFERRED CHARGES
Charges spread over several accounting periods
at the start
of acc. period
Increases
Depreciation
during acc. period
Net sum at the
end of acc. period
127,156
63,578
63,578
BALANCES AND FLOWS DURING THE ACCOUNTING PERIOD
Charges to be spread over several accounting periods
B.15 BREAKDOWN OF SHARE CAPITAL
Types
of shares
________________ Number of shares ________________
at the end of created during
acc. period
acc. period
______ Nominal value ______
created by
at the start of
at the end of
at the start of
division of the
acc. period
acc. period
acc. period
9,331,449
0.9528
0.9528
nominal value
Ordinary shares
9,331,449
B.16 CHANGE IN SHARE CAPITAL TABLE
As at 31.12.2001
Capital
Premiums
Legal
reserve
Regulatory
reserves
Other
reserves
Profit for
year
Regulated
provisions
Total
8,891,005
73,732,002
889,100
53
21,071,040
9,698,755
0
114,281,955
Increase in capital
Reduction in capital
Profit 2001
Dividends
Profit 2002
As at 31.12.2002 (1)
9,698,755
-5,038,982
-9,698,755
10,206,692
8,891,005
(1) Share capital prior to distribution.
46
0
0
0
-5,038,982
0
10,206,692
73,732,002
889,100
53
25,730,812
10,206,692
0
119,449,665
INTÉRIEUR
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B.17 RESULTS FOR THE FIVE PREVIOUS ACCOUNTING PERIODS
As at
31/12/02
31/12/01
31/12/00
12 months
12 months
12 months
Share capital
8,891,005
8,891,005
8,891,005
8,001,957
8,001,957
Number of shares
9,331,449
9,331,449
9,331,449
8,398,304
8,398,304
Turnover
80,659,312
69,729,441
63,944,229
56,281,345
49,914,103
Profit before taxes, profit-sharing and
charges to depreciation and provisions
32,150,748
20,571,964
20,088,186
20,000,031
8,846,400
2,175,917
89,929
2,497,205
3,377,348
-475,014
455,259
627,284
1,028,656
1,001,341
744,125
Charges to depreciation and provisions
19,312,880
10,155,996
7,696,813
7,474,523
4,944,689
PROFIT FOR YEAR
10,206,692
9,698,755
8,865,511
8,146,818
3,632,599
5,038,982
5,038,982
3,840,940
3,200,783
2,560,626
3.16
2.13
1.77
1.86
1.02
Length of accounting period
31/12/99
31/12/98
12 months 12 months
CAPITAL AT END OF ACCOUNTING PERIOD
ACTIVITIES AND RESULTS
Corporation tax
Distributed profit
Profit per share
Profit net of corporation tax and profit sharing,
before amortization and provisions
Profit after corporation tax and profit sharing,
before amortization and provisions
1.09
1.04
0.95
0.97
0.43
Attributed dividend
0.54
0.54
0.41
0.38
0.30
PERSONNEL
Average workforce
Staff costs
466
432
371
345
316
18,628,376
16,474,066
14,524,009
12,821,195
10,860,727
8,441,490
7,214,623
6,748,607
5,911,856
4,971,248
B.18 BREAKDOWN OF TURNOVER
Items
Turnover
Total
France Outside France
Merchandise sold
18,610
Production sold: goods
91,349
18,610
91,349
Production sold: services
75,511,288
5,038,064
80,549,352
TOTAL
75,621,248
5,038,064
80,659,312
B.19 SHARE OF PROFIT FROM JOINT ACTIVITIES
Total profit
Transferred profit
EDIPHARM
LONGEST
5,312
836
1,062
278
TOTAL
6,148
1,341
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B.20 EXTRAORDINARY CHARGES AND INCOME
Types of charges
Amount
Charge to the industrial tribunal provision
Provision for retirement
Protocols
Miscellaneous litigation and compromise
Penalties
Other non-recurring expenses
Book values of the tangible assets sold
Book values of the long-term investments sold
762
48,141
20,053
225,666
1,094
367,485
170,632
329,902
TOTAL
1,163,735
Types of revenue
Amount
Writeback of industrial tribunal provision
Sale of tangible fixed assets
Sale of financial investment
Reversal of provision for non-recurring doubtful receivables
7,622
430,213
329,902
367,485
TOTAL
1,135,221
B.21 BREAKDOWN OF CORPORATION TAX
Breakdown
Profit
before taxes
Taxes
payable
Profit
after taxes
Profit before extraordinary items
Corporation tax saving on losses of consolidated companies
Return of corporation tax on consolidated companies
Neutralization of the CT tax integration
Extraordinary short-term profit
CT previous years
12,866,382
4,273,085
-2,244,958
1,009,861
-905,396
7,115
-167,660
203,870
8,593,297
2,244,958
-1,009,861
905,396
-35,628
-287,599
-203,870
BOOK PROFIT
12,382,609
2,175,917
10,206,692
-28,513
-455,259
B.22 DEFERRED TAX POSITION
This information is of minor importance.
B.23 REMUNERATION OF MANAGERS
The remuneration of managers is in line with the decisions taken by the management board.
B.24 WORKFORCE AS AT 31 DECEMBER 2002
Workforce
Executive
Non-executive
Trainees
TOTAL
48
Salaried
staff
274
190
2
466
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B.25 TAX ON NON-CAPITALIZED LOSSES CARRIED FORWARD
Commitment to pay a price supplement on the acquisition of CAM shares in the amount of 649,125 Euros
CEGEDIM SURETY BONDS TO ITS SUBSIDIARIES
PHARMASTOCK SUBSIDIARY:
Joint surety with its subsidiary PHARMASTOCK in favor of the company BATICENTRE concerning the execution of the conditions of the financial lease operation (authorization of the BD dated August 13, 2002).
MEDIPOST SUBSIDIARY:
Joint surety with its subsidiary MEDIPOST in favor of the item in the amount of € 1,051,898. Joint surety with its subsidiary
MEDIPOST in favor of BNP PARIBAS Lease Group for all amounts owed for the acquisition of BUHRS machine under financial lease (authorization of the BD dated November 29, 2002).
SDI SUBSIDIARY:
Bank bond in the amount of one million euros granted to BNP PARIBAS (BD authorization dated November 29, 2002, for a
period of one year, renewable once).
B.26 OWN SHARES
CEGEDIM bought back 59,319 shares for a total of 3,435 K€ in accordance with the authorization given by the General
Meeting of April 23, 2002. The company plans to hold these shares for the long-term, particularly in order to use them in
connection with external growth operations; these shares were recorded as other long-term investments and kept at their
acquisition cost in the Cegedim corporate financial statements. Consequently, the amount of own shares was deducted from
the consolidated equity capital.
5.2. Consolidated statements
• Consolidated balance sheet
• Consolidated profit and loss account
• Consolidated operational profit and loss account
• Intermediate balances
• Table of variation in consolidated shareholders’ equity
• Table showing change in the scope of consolidation
• Cash flows based on results of consolidated companies
• Notes to the consolidated accounts
49
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Consolidated Accounts
CONSOLIDATED BALANCE SHEET (in €’000)
As at 31st December
Assets
31/12/02
in €’000
Net
31/12/01
in €’000
Net
31/12/00
in €’000
Net
GOODWILL ON ACQUISITION (Note 5)
47,453
25,171
23,685
Preliminary expenses
Research and development
Concessions, patents and trade marks
Purchased goodwill
Other intangible assets
689
76
1,928
8,372
20,413
610
103
1,921
4,516
22,216
598
1,601
3,774
22,710
INTANGIBLE ASSETS (Note 3)
31,478
29,366
28,683
Land
Buildings
Plant and equipment
Assets in the course of construction
Advances and instalment
197
2,254
29,160
5,455
197
2,418
30,753
5,005
197
2,691
19,556
3,768
18
TANGIBLE ASSETS (Note 4)
37,066
38,388
26,230
Shares in companies accounted for by the equity method (Note 7)
Other undertakings
Loans
73
-44
201
161
3,151
27
-21
8
1 087
1,864
2
214
1,770
INVESTMENTS (Note 8)
3,542
2,965
1,986
119,539
95,890
80,584
1,379
965
117
3,174
3,499
3,675
1,110
105,470
13,970
586
87,840
9,374
538
79,407
9,316
500
500
Other debtors (Note 9)
13,266
15,386
11,211
Marketable securities
Cash at bank and in hand
2,264
29,900
1,335
24,682
1,213
18,953
5,363
5,259
4,079
176,396
149,426
128,509
2,274
79
80
298,209
245,395
209,173
FIXED ASSETS
Raw materials
Work in progress - Services
Finished or semi finished products
Goods for resale
Payments on account
Trade debtors
State - Deferred tax
Called up share capital to be paid
Prepayments
CURRENT ASSETS
Deferred charges (Note 10)
TOTAL ASSETS
50
15
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CONSOLIDATED ACCOUNT (in €’000)
As at 31st December
Shareholders’ funds and liabilities
31/12/02
in €’000
Net
31/12/01
in €’000
Net
31/12/00
in €’000
Net
Share capital
Share premium account
Reserves - Group
Translation reserves - Group
Translation difference - Group
8,891
14,981
71,017
-238
-1,302
8,891
14,981
61,413
-238
-58 (A)
8,891
15,087
49,227
-238
-1
(A)
PROFIT FOR THE YEAR ENDED
16,041
18,089 (B)
15,980
(B)
Investment subsidies
SHAREHOLDERS ' FUNDS - GROUP SHARE
109,390
103,093
88,946
Minority interests - Reserves
Minority interests - Profit for the year ended
1,572
332
1,471
204
1,065
132
MINORITY INTERESTS
1,904
1,675
1,197
PROVISIONS FOR LIABILITIES AND CHARGES (Note 12)
7,208
5,588 (C)
7,275
Bank loans and overdrafts
Other loans
74,242
7,780
41,031
4,580
26,934
3,315
BORROWINGS (Note 17)
82,022
45,611
30,249
Payments on account
Trade creditors
Taxation and social security
Fixed asset suppliers
3,593
29,079
51,050
3,860
28,165
45,224
2,111
28,015
40,219
2,838
4,568
1,421
11,125
7,510
9,740
LIABILITIES
179,707
134,938
111,755
SHAREHOLDERS' FUNDS AND TOTAL LIABILITIES
298,209
245,395
209,173
31/12/01
31/12/00
Other creditors
Deferred income
The following corrections are to be made to the results on December 31, 2001 and December 31, 2000
to make them comparable to those for 2002
unrealized exchange gains or losses on current accounts in foreign currencies with the subsidiaries,
excluded from the financial result and charged to equity capital
(C)
-284 (A)
147
net impact on the result
183 (B)
-95
(A)
(B)
impact on the deferred tax
101 (C)
-52
(C)
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CONSOLIDATED PROFIT AND LOSS ACCOUNT (in €’000)
(First part)
Items
Year ended 31st December
31/12/02
in €’000
31/12/01
in €’000
31/12/00
in €’000
16,733
23,174
21,694
24,110
11,167
18,408
Production sold : services - Out of France
4,261
565
227,788
67,556
4,804
324
210,662
45,358
2,202
303
170,887
39,162
TURNOVER (Note 18)
340,077
306,952
242,129
365
858
78
-73
5,444
105
9,024
116
72
5,507
236
271
2,747
287
349,687
313,703
250,805
18,889
4,175
828
24,979
3,351
493
23,645
3,183
-608
107,585
7,128
109,444
39,382
21,360
669
1,309
488
92,100
6,233
94,902
33,685
18,368
43
2,818
889
72,213
5,186
74,999
26,235
14,129
396
1,132
189
1,133
438
334
312,390
278,299
221,033
37,297
35,404
29,772
Merchandise sold - France
Merchandise sold - Out of France
Production sold : goods - France
Production sold : goods - Out of France
Production sold : services - France
Production inventoried
Own work capitalised
Operating subsidies
Depreciation and provisions written back
Purchases of merchandise
Purchases of raw material
Change in stocks
Taxes (other than corporation tax)
Wages and salaries
Depreciation-Fixed assets
Depreciation-Deferred Charges
Provisions-Current assets
Provisions for liabilities and charges
OPERATING PROFIT
52
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(Second part)
Items
Year ended 31st December
31/12/02
in €’000
31/12/01
in €’000
31/12/00
in €’000
FINANCIAL INCOME (Note 21)
1,182
2,105
1,241
FINANCIAL CHARGES (Note 21)
3,788
3,154
2,090
NET FINANCIAL INCOME (charges)
-2,606
-1,049 ( A )
-849 ( A )
PROFIT BEFORE TAXATION
34,691
34,355
28,923
EXCEPTIONAL INCOME (Note 22)
2,092
1,323
811
EXCEPTIONAL CHARGES (Note 22)
5,301
3,218
1,470
NET EXCEPTIONAL INCOME (charges)
-3,209
-1,895
-659
Taxation (Note 23)
10,329
11,146 ( B )
9,979 ( B )
TOTAL INCOME
352,961
317,131
252,857
TOTAL CHARGES
331,808
295,817
234,572
21,153
21,314
18,285
-78
-300
-64
4,702
2,721
2,109
16,373
18,293
16,112
332
204
132
Net profit of consolidated companies
Share of profits in affiliate undertakings
Goodwill amortisation
TOTAL CONSOLIDATED NET PROFIT
Minority interests
GROUP SHARE
16,041
18,089 ( C )
15,981 ( C )
PROFIT BEFORE TAXATION PER SHARE
3.72
3.68
3.10
GROUP SHARE BEFORE TAXATION PER SHARE
2.80
3.12
2.77
GROUP SHARE PER SHARE
1.72
1.94
1.71
The following corrections are to be made to the results on December 31, 2001 and December 31, 2000
to make them comparable to those for 2002.
31/12/01
31/12/00
excluded from the financial result and charged to equity capital
net impact on the financial result
impact on the corporation tax
impact on the group profit
284
(A)
-147
-101
(B)
52
(A)
(B)
183
(C)
-95
(C)
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HEALTHCARE SERVICES as at 31/12/2002
Breakdown by sector
PHARMACEUTICAL
HEALTHCARE
ELECTRONIC
COMPANIES
PROFESSIONALS
MONEY AND
INSURANCE
Items
Production sold: goods - France
Production sold: goods - Out of France
Production sold: services - France
Production sold: services - Out of France
TURNOVER
TOTAL
285
2,560
561
110
109,263
50,078
9,940
18,873
802
2,357
12,582
21,433
1,363
110
175,437
64,725
28,139
14,647
38,035
162,857
72,401
40,392
-92
457
37
3,958
91
68
1,662
18
2,546
5
105
8,166
114
166,851
74,606
42,943
284,400
809
2,325
35
10,100
248
257
1,721
16
12,630
2,573
308
52,946
3,237
69,195
20,207
1,399
35,185
16,554
845
14,072
89,707
5,481
118,452
10,262
64
244
351
3,309
77
619
48
3,497
485
23
17,068
626
886
399
592
251
-3
840
140,060
71,700
37,210
248,970
26,791
2,906
5,733
35,430
275,650
365
Own work capitalized
Operating subsidies
Change in stocks
Wages, salaries and social security charges
Depreciation - Fixed assets
Depreciation - Deferred Charges
Provisions - Current assets
OPERATING PROFIT
54
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HEALTHCARE SERVICES as at 31/12/2001
Breakdown by sector
PHARMACEUTICAL
HEALTHCARE
ELECTRONIC
COMPANIES
PROFESSIONALS
MONEY AND
TOTAL
INSURANCE
Items
466
39
138
14,108
21,568
2,284
582
15,156
21,607
2,422
101,102
29,912
21,170
13,695
39,098
126
161,370
43,732
131,657
72,824
39,807
244,288
494
57
505
1
39
705
98
32
3,162
114
174
1
72
4,041
212
133,050
76,638
39,981
249,668
896
1 786
51
14 115
45
223
365
38
15 376
1 831
312
43,919
2,871
52,633
17,924
917
32,850
12,448
1,073
16,374
74,292
4,861
101,858
6,599
3,397
3,674
13,670
394
424
1,290
266
101
50
1,785
740
146
142
28
315
109,719
71,170
34,151
215,040
23,331
5,468
5,831
34,629
TURNOVER
Operating subsidies
Change in stocks
998
58
OPERATING PROFIT
55
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SERVICES TO COMPANIES as at 31/12/2002
Breakdown by sector
DIRECT MARKETING IT, MANAGEMENT
AND CLIENT
AND THE INTERNET
RELATIONSHIP
MANAGEMENT
TOTAL
Items
TURNOVER
Operating subsidies
Change in stocks
OPERATING PROFIT
56
355
0
1
0
33,207
158
3,796
1,741
2,896
455
19,145
2,673
4,151
1,741
2,897
455
52,352
2,831
33,721
30,706
64,427
0
0
0
0
0
0
0
686
6
0
172
-5
0
858
1
34,413
30,873
65,286
707
1,585
-82
5,551
16
603
6,258
1,601
521
12,718
1,124
14,945
5,160
523
15,428
17,878
1,647
30,373
1,756
0
263
55
2,537
42
160
34
4,293
42
423
89
247
47
294
33,318
30,101
63,419
1,095
772
1,867
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SERVICES TO COMPANIES as at 31/12/2001
Breakdown by sector
DIRECT MARKETING IT, MANAGEMENT
AND CUSTOMER
AND THE INTERNET
RELATIONSHIP
MANAGEMENT
TOTAL
Items
369
31,618
12
6,170
2,503
2,369
324
17,674
1,614
6,538
2,503
2,383
324
49,292
1,625
32,012
30,652
62,665
-117
-24
21
-141
21
224
6
1 241
17
1 464
23
32,125
31,908
64,032
768
1,513
27
8,836
7
154
9,603
1,520
181
11,683
828
14,117
6,125
544
12,612
17,808
1,372
26,729
1,634
622
37
3,064
44
409
112
4,698
44
1 031
149
37
86
122
31,267
31,992
63,258
858
-84
774
14
TURNOVER
Operating subsidies
Change in stocks
OPERATING PROFIT
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INTERMEDIATE BALANCES (in €’000)
Items
31/12/02
%
in €’000
TURNOVER
31/12/01
%
31/12/00
in €’000
340,077
100%
%
in €’000
306,952
100%
242,130
100%
2.2%
365
0.1%
936
0.3%
5,371
23,892
7.0%
25,472
8.3%
23,037
9.5%
- Consumption of goods and services produced by third parties
107,585
31.6%
95,451
31.1%
75,396
31.1%
VALUE ADDED
208,965
61.4%
186,965
60.9%
149,068
61.6%
105
0.0%
72
271
0.1%
+ Production inventoried and own work capitalization
- Purchase price of merchandise sold
+ Operating subsidies
- Taxes (other than corporation tax)
- Personnel expenses
GROSS OPERATING SURPLUS
+ Writebacks of provisions
+ Other operating income
7,128
2.1%
6,233
2.0%
5,186
2.1%
148,826
43.8%
128,587
41.9%
101,234
41.8%
53 116
15.6%
52,217
17.0%
42,918
17.7%
9,024
2.7%
5,507
1.8%
2,747
1.1%
116
0.0%
236
0.1%
287
0.1%
23,826
7.0%
22,118
7.2%
15,846
6.5%
- Other operating charges
1,133
0.3%
438
0.1%
334
0.1%
OPERATING PROFIT
37,297
11.0%
35,404
11.4%
29,772
12.3%
+ Financial income
1,182
0.3%
2,105
0.7%
(A)
1,241
0.5% (A)
- Financial charges
3,788
1.1%
3,154
1.0%
(B)
2,090
0.9% (B)
- Depreciation and provisions
before financial charges and income
34,691
10.2%
34,355
11.2%
28,923
11.9%
+ Extraordinary income
2,092
0.6%
1,323
0.4%
811
0.3%
- Extraordinary charges
5,301
1.6%
3,218
1.0%
1,470
0.6%
-3,209
-0.9%
-1,895
-0.6%
-659
-0.3%
-0.1%
PROFIT BEFORE TAXATION
NET EXTRAORDINARY INCOME
Shares of profits of affiliated undertakings
- Corporation tax
- Goodwill amortization
CONSOLIDATED NET PROFIT
Minority interests
GROUP SHARE
-78
0.0%
-300
10,329
3.0%
11,146
4,702
1.4%
16,373
4.8%
-64
3.6% (C)
9,979
4.1% (C)
2,721
0.9%
2,109
0.9%
18,293
6.0%
16,112
6.7%
332
204
16,041
18,089
132
(D)
15,981
(D)
The following corrections need to be made to the results on December 31, 2001
and December 31, 2000 to make them comparable to those for 2002
31/12/01
31/12/00
excluded from the financial result and charged to equitiy capital
-472
(A)
-760
(A)
756
(B)
613
(B)
impact on the tax on profits
-101
(C)
52
(C)
impact on the group result
183
(D)
-95
(D)
impact on financial income
impact on financial expenses
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TABLE OF VARIATION IN CONSOLIDATED SHAREHOLDERS' EQUITY (in €’000)
Group
Balance as at 31/12/01
Minority int.
share
capital
Issue
premium
Consol.
reserves
Profit
year ending
Total
8,891
14,981
61,234
18,089
103,195
1,471
204
18,089
-18,089
0
204
-204
-124
Appropriation of profit 2000
Consol.
Profit
reserves year ending
Increase in capital
Distribution of dividends
-5,039
-5,039
Own share charges
-3,435
-3,435
Other variations
-11
Translation difference
-1,360 (1)
Profit 2002
Balance as at 31/12/02
8,891
14,981
69,478
-11
58
-1,360
-38
16 041
16,041
16,041
109,391
332
1,571
332
(1) including unrealized exchange gains or losses on intra-group current accounts = - 773
TABLE SHOWING CHANGE IN THE SCOPE OF CONSOLIDATION (in €’000)
The scope of consolidation for the Group changed as follows:
Companies in question
%
holding
Method of
consolidation
during the
acc. period
Method
used in the
previous
acc. period
Comments
Companies included in the scope of consolidation for the first time
GROUPE CAM
CEGEDIM TUNISIE
CETIP ENCAISSEMENT
COFIDATA
GIE LONGEST
INFOPHARM LIMITED
MEDEXACT
MS MEXICANA
MS CENTROAMERICA
MS COLOMBIANA
MS EQUATORIANA
NDC PHARMA SERVICES LIMITED
THIN
100.00%
51.00%
65.00%
100.00%
100.00%
100.00%
50.00%
100.00%
95.00%
95.00%
95.00%
95.00%
50.00%
51.00%
I.G.
I.G.
I.G.
I.G.
I.G.
I.G.
I.P.
I.G.
I.G.
I.G.
I.G.
I.G.
I.P.
I.G.
Purchased in May 2002
Purchased in January 2002
Purchased in April 2002
Founded in December 2001
Purchased in June 2002
Founded in July 2002
Founded in December 2001
Purchased in July 2002
Purchased in September 2002
Purchased in December 2001
Founded in May 2002
Companies included in the scope of consolidation for the first time
INFOSANTE LTD
50.00%
I.P.
I.G.
% holding in 2001 = 100%
Companies no longer consolidated
AGRIWAY
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CASH FLOWS BASED ON THE RESULTS OF CONSOLIDATED COMPANIES
(Consolidation as at 31/12/02 (in €’000)
Items
31/12/02
31/12/01
16,452
18,593
22,917
1,938
272
21,042
238
331
37,703
40,204
CASH FLOWS ASSOCIATED WITH ACTIVITIES
- Net profit of consolidated companies
ELIMINATION OF THE CHARGES AND INCOME WITH NO IMPACT
ON THE CASH FLOW OR NOT LINKED TO ACTIVITIES
- Depreciation and provisions
- Change in deferred taxes
- Capital gains or losses resulting from disposals, net of tax
-
- Gross cash flow of consolidated companies
- Dividends received from companies accounted for by the equity method
- Plus: change in the working capital requirements linked to activities
NET CASH FLOWS GENERATED BY ACTIVITIES
(A)
4,067
-
33,636
9,305
30,899
CASH FLOW LINKED TO INVESTMENT OPERATIONS
-
Acquisition of tangible and intangible assets
Acquisition of investments
Disposal of fixed assets net of tax
Impact of changes in the scope of consolidation
NET CASH FLOW LINKED TO INVESTMENT OPERATIONS
-
(B)
-
-
38,470
2,397
11,562
29,433
-
32,037
1,390
615
3,500
-
58,738
-
36,311
-
5,039
124
-
3,841
66
-
40,925
13,043
-
15,295
6,901
CASH FLOW LINKED TO FINANCING OPERATIONS
-
Dividends paid to the shareholders of the parent company
Dividends paid to minority shareholders of consolidated companies
Increase in Capital in the form of cash contributions
Loan issues
Repayment of borrowings
NET CASH FLOW LINKED TO FINANCING OPERATIONS
CHANGE IN CASH FLOW
(A+B+C)
22,719
-
2,383
4,486
-
926
- Cash resources at start of period
12,606
13,723
- Cash resources at end of period
10,224
12,606
- Impact of changes in exchange rates
60
(C)
191
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NOTES TO THE CONSOLIDATED ACCOUNTS
1 - PRINCIPLES AND METHODS OF CONSOLIDATION
The consolidated statements of the Cegedim Group have been drawn up in accordance with regulation CRC 99-02.
a) Scope of consolidation
• The companies over which CEGEDIM SA exercises exclusive control were fully consolidated.
• The companies over which CEGEDIM SA exerts a notable influence were consolidated using the equity method.
• The companies over which CEGEDIM SA exercises joint control are consolidated using the proportionate consolidation method.
The changes in the reporting environment are as follows:
• First consolidation of companies without any impact on the 2002 result: none
• First consolidation of companies with an impact on the 2002 result: CAM and its subsidiaries, CETIP encaissement, Cegedim
Tunisie, CEI Statistic Tchéquie, NDC Pharma services LTD, Infopharm LTD, THIN, Cofidata, Medexact, MS Colombiana, MS
Centroamerica, MS Equatoriana, MS Mexicana, GIE Longest.
• Withdrawal of AGRIWAY from the reporting environment
b) Accounting principles and methods
No change in accounting methods occurred during the fiscal year ended 12/31/2002.
• The consolidated statements have been drawn up on the basis of the books as at 31 December 2002.
• The statements have been consolidated in compliance with the accounting principles of:
- conservatism,
- historical costs,
- going-concern status,
- separateness of accounting periods,
- continuity of methods, applying the evaluation methods specified in the Commercial Code and the
methods specified by the law on commercial undertakings.
• Reprocessing for standardization purposes mainly relates to methods and periods of depreciations and
rules relating to provisioning for deferred taxes,
• Extraordinary income and charges have been included using the French Chart of Accounts method.
A) TANGIBLE FIXED ASSETS
Tangible fixed assets are valued at their acquisition cost.
Depreciation allowances were calculated on the basis of the expected useful life. The most frequent rates applied were as follows:
(S = straight-line; R = reducing-balance)
Tangible fixed assets
Depreciation allowance
duration
mode
Buildings
Plants, fixtures and fitting
Machinery and equipment
Transport equipment
Office equipment
Furniture
Computer equipment
20
8
5
4
4
8
3
years
years
years
years
years
years
years
Straight line
Straight line
Digressive
Straight line
Digressive
Straight line
Digressive
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B) INTANGIBLE ASSETS
Intangible assets are valued at their acquisition cost, apart from in the case of revalued goodwill.
Allowances for depreciation are calculated on the basis of expected useful life.
Intangible fixed assets
Revalued goodwill
Purchased goodwill
Address list database
Current software
Strategic software
Concessions, Patents and Trade Marks
depreciation allowance
duration
mode
5 years
from 5 to 20 years
5 years
1 year
15 years
from 5 to 20 years
Straight
Straight
Straight
Straight
Straight
Straight
line
line
line
line
line
line
If the breakup value is less than the gross value, a depreciation provision is set aside equal to the difference. The breakup
value is determined on the basis of the present and future profitability of the activity in question.
C) SHARES AND OTHER INVESTMENTS
The gross value comprises the purchase price excluding ancillary expenses. If the breakup value is less than the gross value,
a depreciation provision is set aside equal to the difference.
The breakup value is defined as follows:
• Shareholdings: share of the net worth held, taking account of future prospects.
• Loans*: estimated value taking account of the likelihood of non-repayment.
• Other investments: estimated value taking account of the likelihood of non-repayment.
* Only applies to current account relationships with non-consolidated subsidiaries.
The following criteria are used for possible depreciation:
• Shareholdings: depreciation equal to the difference between the share of equity held and the estimated use value in
view of future prospects.
• Loans: depreciation up to the amount of the negative net worth of the subsidiary in question,
if it is thought that the subsidiary in question will continue to make a loss over a long
period. If this provision is insufficient, an additional provision for liabilities and charges is recorded.
• Transactions effected in foreign currencies entail a limited exchange risk.
D) GOODWILL ASSOCIATED WITH THE ACQUISITION OF PARTICIPATING INTERESTS
The goodwill recorded in connection with the acquisition of participating interests is either broken down under the appropriate
balance sheet items or allocated to the "Goodwill on acquisition" item on the assets side of the balance sheet.
The amortization period is as follows:
• 5 years for acquisitions of minority holdings,
• 15 years for significant acquisitions,
• 25 years in exceptional cases involving transactions of strategic importance in which the goodwill has the status
of a longstanding business asset, regardless of the acquisition price.
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E) STOCKS
Stocks of merchandise are valued using the average weighted cost method.
The gross value of merchandise and supplies includes the purchase price and ancillary expenses.
Depreciation is shown if the book value is less than the breakup value (net realization value).
The breakup value comprises solely the direct costs recorded in respect of contracts in the course of execution.
Depreciation is shown if the amount to be charged for the work in progress will be insufficient to cover the
corresponding direct costs.
F) TRANSACTIONS IN FOREIGN CURRENCIES
Payables and receivables in foreign currencies are valued at the rate prevailing at the end of the accounting period and
generate translation gains and losses recorded in the balance sheet.
Recording such transactions in the profit and loss account gives rise to exchange gains and losses.
A very limited number of transactions of this type are concluded and their volume is not significant.
No specific management of the exchange risk has therefore been carried out.
The translation differentials corresponding to the inter-group current accounts, which can be compared to capital, are recorded
in the “translation difference” item.
G) TRADE DEBTORS
Trade debtors are valued at their nominal value. A depreciation provision is applied if there is a risk of total or partial non-recovery.
Doubtful debts are systematically written down by 100% and debts that have been due for over six months are monitored on
a case-by-case basis and written down by the amount of the estimated risk of non-recovery if appropriate.
H) MARKETABLE SECURITIES
Marketable securities are valued at their acquisition cost.
A depreciation provision is applied if the cash-in value is less than the acquisition price.
I) DEFERRED TAXES - ASSETS
Deferred taxes are calculated on the basis of all the temporary differences in existence at the end of the accounting period
(extended concept), taking account of the taxation rate in force on the same date. Previous deferred taxes, if any, are adjusted
at the last known taxation rate (variable deferral method).
Deferred taxes are only activated if it is likely that the enterprise can recover them.
J) TRANSLATION OF THE STATEMENTS OF NON-FRENCH COMPANIES
Shareholders equity and participating interest accounts have been translated at historical rates.
The other assets and liabilities items have been translated at the rate at the close of business on 31 December 2002.
The profit and loss account has been translated at the average rate for the accounting period. The translation differential corresponding to the EURO zone subsidiaries has been included under "TRANSLATION RESERVES" on the liabilities side of the
balance sheet.
K) TAXATION AND SOCIAL SECURITY
This item comprises in particular the net corporation tax payable, the VAT payable and liabilities to social security bodies.
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L) REMUNERATION OF MANAGERS
The remuneration of managers is in line with the decisions taken by the Board of Directors.
M) IDENTITY OF THE CONSOLIDATING COMPANY: SOFIMAT.OR
This is a limited liability company mainly owned by Mr LABRUNE, his family and certain members of the Board of Directors.
of Cegedim SA.
N) LEASES
Leases have been converted to fixed assets and borrowings.
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2 - ADDITIONAL NOTES AND TABLES
NOTE 1: LISTS OF CONSOLIDATED COMPANIES
Companies
Main establishment
SIREN N°
Control
Method
Globally consolidated companies (France)
CEGEDIM
127-137, rue d’Aguesseau
BOULOGNE
350 422 622
AGDF
ALLIANCE SOFTWARE
AMIX
APOLINK
ART & STRATEGIE
ALLIADIS
BKL CONSULTANT
CAM France
CBU
CDS
CEGERS
CEGEDIM S.R.H.
CEGELEASE
CESAME TECHNOLOGIES
CETIP
CETIP ENCAISSEMENTS
COFIDATA
DATA CONSEIL
DB COM
DISTAL
DOCUBASE
ICOMED
ICSF
INCAMS
ITOPS
JMB CONSEILS
CLM / LSI
LONGEST
MEDEXACT
MEDICOM
MEDIANE TECHNOLOGIES
MEDIPOST
MESSAGE PLUS
MIDIWAY
MONTARGEST
NY CONSULTANT
OMB ALPES
PC ON LINE
PHARMAPOST
PHARMASTOCK
PLEXUS
QUALIPHARMA
REFERENCE DIFFUSION MÉDICALE
RESIP
RNP
SANTESTAT
SANTESURF
SCI MONTARGIS 2000
SDI
SEDIAP
SOFILOCA
SOFIMAT
SOLTIM
TRIDOM
TVF
VISUALTIM
13/17, rue de la Fontaine
47, bld René Cassin
Le Gros Moulin
3, impasse des Chênes
3, impasse des Chênes
122, rue d’Aguesseau
49, rue de Maubeuge
573, av. d’Antibes
15, rue Paul Dautier
Tour Framatome - Place de la Coupole
17, rue de l’Ancienne Mairie
5, square Foch
55, av. des Champs Pierreux
39, rue des hautes Pâtures
61, rue de la Côte
39, rue des hautes Pâtures
1, place d'Estienne d'Orves
56, rue de Billancourt
131, rue d'Aguesseau
Parc d'activité Cadera Sud - Av.d'ariane
116, rue d' Aguesseau
4, rue George Sand
9, rue Anatole de la Forge
Rue des Fleurs
4, rue George Sand
Miniparc bât 1 Innopole voie 2
Rue des Fleurs
ZA les césardes-245, route des creuses
15, rue Paul Dautier
326, rue du Gros Moulin
65, rue de la cimaise
17, rue de l’Ancienne Mairie
56, rue Ferdinand Buisson
86, rue du Gouv. Général Eboué
110-116 rue d' Aguesseau
4, rue George Sand
Parc d'activité Cadera - Av.d'ariane
Innopôle- rue Marco Polo
Innopôle- rue Marco Polo
SERRIS
NICE
MONTARGIS
NIORT
BOULOGNE
NIORT
BOULOGNE
BOULOGNE
PARIS
MONTARGIS
VELIZY
COURBEVOIE
BOULOGNE
LILLE
BOULOGNE
NANTERRE
NANTERRE
NANTERRE
NANTERRE
BOULOGNE
PARIS
BOULOGNE
BOULOGNE
BOULOGNE
MERIGNAC
BOULOGNE
BOULOGNE
BOULOGNE
BOULOGNE
LONGJUMEAU
PARIS
BOULOGNE
BOULOGNE
MONTARGIS
LONGJUMEAU
LABEGE INNOPOLE
MONTARGIS
BOULOGNE
SEYNOD
VELIZY
MONTARGIS
MONTARGIS
BOULOGNE
VILLENEUVE D'ASCQ
BOULOGNE
BOULOGNE s/MER
ISSY les Mx
BOULOGNE
BOULOGNE
MONTARGIS
LONGJUMEAU
MERIGNAC
BOULOGNE
BOULOGNE
LABEGE
BOULOGNE
BOULOGNE
LABEGE
407,507,805
407,702,208
339,137,895
412,986,523
339,751,885
342,280,609
424,264,554
353,754,088
318,024,328
343,263,190
344,480,066
340,576,693
332 665 371
622,018,091
438,038,747
410,489,165
440,796,621
353,989,098
422,630,335
389,509,902
322,548,371
348,818,071
352,164,537
333,046,274
400,082,046
429,216,351
391,341,765
315,842,856
331,206,052
442,286,027
432,451,912
379,751,522
383,518,420
300,647,609
348,754,417
415,394,030
341,437,218
411,435,340
339,690,273
303,529,184
322,769,308
403,286,446
401,539,358
432,078,707
393,851,431
332,087,964
602,006,306
433,937,729
421,714,973
324,215,128
722,057,593
383,963,352
348,940,255
337,604,946
400,891,586
410,791,149
315,173,385
439,062,282
50.04%
100.00%
100.00%
93.20%
95.75%
100.00%
100.00%
100.00%
100.00%
99.90%
100.00%
50.00%
100.00%
100.00%
95.00%
99.81%
100.00%
100.00%
100.00%
100.00%
100.00%
99.93%
96.00%
100.00%
99.43%
97.04%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
70.53%
100.00%
49.96%
100.00%
100.00%
99.90%
100.00%
99.98%
49.00%
100.00%
100.00%
100.00%
100.00%
100.00%
68.83%
100.00%
100.00%
100.00%
100.00%
100.00%
91.45%
100.00%
51.00%
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
65
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Companies
Main establishment
SIREN N°
Control
Method
Globally consolidated companies (International)
ABACAM ITALY
CAM USA
CAM Canada
CAM International Spain
CAM Portugal
CAM GERMANY
CAMM International UK
CAMM KK JAPON
CAMM America Latina
CE INTERNATIONAL LIMITED
CEGEDIM AS TURQUIE
CEGEDIM Autriche
CEGEDIM BELGIUM
CEGEDIM BRESIL
CEGEDIM CZ TCHEQUIE
CEGEDIM GmbH
CEGEDIM HELLAS
CEGEDIM HISPANIA
CEGEDIM HONGRIE
CEGEDIM ITALIA
CEGEDIM LIMITED
CEGEDIM NEDERLAND
CEGEDIM POLAND
CEGEDIM PORTUGAL
CEGEDIM ROUMANIE
CEGEDIM S.R.H. UK
CEGEDIM SLOVAQUIE
CEGEDIM SOFTWARE
CEGEDIM SRH
CEGEDIM TUNISIE
CEGEDIM USA
DECISIONS RESEARCH USA
DOCUBASE INC
ICOMED BELGIUM
IN PRACTICE SYSTEMS
INFOSANTE KFT
ISS
INTERCAM UK
MEDIMED
MS COLOMBIANA
MS CENTROAMERICA
MS EQUATORIANA
MS MEXICANA
THIN
Italy
USA
Australia
Canada
Spain
Portugal
Germany
UK
Japan
Argentina
UK
Czech republic
Turkey
Austria
Belgium
Brasil
Czech republic
Germany
Greece
Spain
Hungary
Italy
UK
Holland
Poland
Portugal
Rumania
UK
Slovakia
Czech republic
Switzerland
Tunisia
USA
USA
USA
Belgium
UK
Hungary
Germany
UK
Germany
Columbia
Costa Rica
Ecuador
Mexico
UK
MILAN
NEW-YORK
SYDNEY
MONTREAL
MADRID
LISBON
MUNICH
LONDON
OSAKA
BUENOS-AIRES
LONDON
PRAGUE
ISTANBUL
WIENER NEUDORF
BRUSSELS
RIO DE JANEIRO
PRAGUE
DARMSTADT
MAROUSI
BARCELONA
BUDAPEST
MILAN
LONDON
UTRECHT
WARSAW
LISBON
BUCAREST
LONDON
BRATISLAVA
PRAGUE
GENEVA
TUNISIA
NEW YORK
NEW JERSEY
FLORIDA
BRUSSELS
LONDON
BUDAPEST
HEIDELBERG
LONDON
HEIDELBERG
BOGOTA
HEREDIA
QUITO
MEXICO
LONDON
100.00%
100.00%
51.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
51.46%
51.00%
65.00%
100.00%
99.97%
100.00%
100.00%
100.00%
99.98%
92.00%
100.00%
99.99%
100.00%
100.00%
100.00%
98.50%
75.00%
100.00%
100.00%
51.00%
100.00%
65.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
100.00%
95.00%
95.00%
95.00%
95.00%
51.00%
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
IG
50.00%
50.00%
50.00%
IP
IP
IP
20.00%
19.25%
MEE
MEE
Companies consolidated proportionately (International)
INFOPHARM LIMITED
INFOSANTE LIMITED
NDC PHARMA SERVICES LIMITED
UK
UK
UK
LONDON
LONDON
DROITWICH
Companies accounted for by the equity method
EDIPHARM
NETFECTIVE TECHNOLOGIE
66
57, rue Ernest Renan
BOULOGNE
NANTERRE
381,819,309
431,802,511
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NOTE 2: LISTS OF NON-CONSOLIDATED COMPANIES
None
NOTE 3: INTANGIBLE ASSETS
(in €’000)
Balance
01/01/02
Transfer
between
intangible items
Preliminary expenses
1,067
Research and development
263
Concessions, patents & trade marks 5,026
1,043
Purchased goodwill
6,543
Databases
2,213
Software
33,090
- 1 043
TOTAL GROSS VALUES
48,202
Balance
Transfer
01/01/02
between
intangible items
Amortization
18,837
NET VALUES
Increases
Acquisitions
Change in scope
of consolidation
593
-361
232
4,551 (1)
3,666
9,042
Charges
6,061
Reductions
Variation
of exchange
rate
-207
123
181
-183
19
21
-1,209 (2)
1,134
1,131
-59
-294
1,312
-428
Change in scope
Retirements
Variation
of consolidation
of exchange
rate
240
1,295
-108
Balance
31/12/02
1,092
263
6,060
11,134
1,006
35,657
55,212
Balance
31/12/02
23,735
31,477
(1) KERNET purchased goodwill Data conseil
(2) Infosante limited - passage from global integration to proportional integration
NOTE 4: TANGIBLE FIXED ASSETS
(in €’000)
Balance
01/01/02
Land
197
Buildings
5,047
Plant and equipment
67,969
11,833
Assets in the course of construction
Advances and deposits
15
TOTAL GROSS VALUES
85,061
Balance
01/01/02
Depreciation
NET VALUES
Transfer
between
tangible fixed
assets
Increases
Acquisitions
Change in scope
of consolidation
-144
131
13
335
26,075
2,315
Transfer
between
tangible fixed
assets
46,674
1,721
1,111
28,725
Charges
2,832
Change in scope
of consolidation
15,746
1,595
Reductions
562
24,570
1,254
15
26,401
Retirements
11,022
Variation
of exchange
rate
-161
-220
Balance
31/12/02
197
4,676
71,165
13,798
-381
Variation
of exchange
rate
89,836
Balance
31/12/02
-224
52,769
37,067
NOTE 5: GOODWILL ON ACQUISITION
(in €’000)
31/12/02
Net
Pitec -> Cetip
2,823
Cegedim GmbH -> ISS
2,083
Financière Cegedim -> Cegedim
1,259
Cegedim -> TVF
470
ASE ->Plexus / Medicom / Dbcom
3 666
Alliadis -> pharmacy section
326
cegedim->Rumania
679
Cegedim -> RNP
1,331
Cegedim -> Cegedim SRH
778
Cegedim -> Distal
1,812
Cegedim -> SDI
3,102
BKL -> Kernet ( Data conseil )
859
Kernet ( Data conseil ) -> Tridom
0
Kernet ( Data conseil )-> ICSF
234
Cegedim Belgium -> Icomed Belgium
497
ICSF -> Sediap
222
Santésurf -> CEI
973
Cegedim -> CAM
14,033
Cegedim -> Medexact
754
Cegedim -> Cofidata
1,147
Cegedim Belgium -> Section MS Mexicana
7,808
Others
2,597
TOTAL
47,453
Period
25 ans
25 ans
25 ans
25 ans
25 ans
25 ans
25 ans
15 ans
15 ans
15 ans
15 ans
15 ans
2 ans
15 ans
15 ans
15 ans
15 ans
25 ans
5 ans
5 ans
15 ans
5 ans
31/12/01
Net
2,971
2,211
1,364
508
3,825
299
708
1,487
894
1,977
3,390
932
178
254
541
239
1,043
0
0
0
0
2,350
25,171
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NOTE 6: FINANCING COMPANY ACQUISITIONS
(in €’000)
Total acquisitions 2002:
financed from cash flow
by loan (note 17)
NONE
28,100
NOTE 7: SHARES ACCOUNTED FOR BY THE EQUITY METHOD
(in €’000)
A) VALUE OF SHARES ACCOUNTED FOR BY THE EQUITY METHOD
% of interest
Profit
20.00%
19.25%
4
-413
EDIPHARM
NETFECTIVE TECHNOLOGIE
Group
share
of profit
1
-80
-79
Net
worth
Value
of shares
Turnover
92
-322
3
899
2,292
1,588
B) CHANGE IN SHARES ACCOUNTED FOR BY THE EQUITY METHOD
The change in the shares accounted for by the equity method breaks down as follows:
Shares accounted for by the equity method as at 1 January 2002
Change in scope of consolidation
Profit 2002
Shares accounted for by the equity method as at 31 December 2002
-21
56
-79
-44
NOTE 8: INVESTMENTS
(in €’000)
Balance
01/01/02
Loans
Other undertakings
Margin cover
TOTAL GROSS VALUES
1,606
1,087
8
1,864
4,565
Provision
TOTAL NET VALUES
1,579
2,986
Transfer
between
investments items
8
-8
0
Increases
Reductions
Acquisition Change in scope
of consolidation
50
-10
1,546
158
-955
129
109
108
1,739 (1)
141
593
1,947
-515
2,376
Balance
31/12/02
1,545
831
34
3,587
0
1,947
-515
108
161
201
3,151
3,621
(1) Deposit of 137, rue d’Aguesseau remitted by Cegedim to SCI 131 for 800K€
NOTE 9: OTHER DEBTORS
(in €’000)
French companies
Foreign companies
TOTAL
68
Company
debtors
Tax
debtors
436
23
459
7,690
1,027
8,717
Advances and
down payments
to staff
1,505
213
1,718
Other
advances
Total on
31/12/02
1,471
930
2,401
11,102
2,193
13,295
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NOTE 10: DEFERRED CHARGES
(in €’000)
Deferred
Deferred
Deferred
Deferred
TOTAL
(1)
(1)
(2)
(3)
(4)
(5)
charges
charges
charges
charges
01/01/02
over
over
over
over
2
3
4
5
years
years
years
years
(1)
(2) (3)
(4)
(5)
Gross amount allocated to deferred
charges in 2002
127
0
310
2,426
6
73
0
0
79
2,863
Writebacks
31/12/02
70
36
78
485
63
37
232
1,941
669
2,273
Origin 01/11/00: 13
Origin 01/01/02: 127
Origin 01/01/01: 68
Origin 01/01/01: 43
Origin 01/01/02: 309
OriginW< 01/01/02: 2,426
NOTE 11: CHANGE IN SHAREHOLDERS’ EQUITY: BREAKDOWN OF CHANGES
IN THE SCOPE OF CONSOLIDATION
Not significant
NOTE 12: PROVISIONS FOR LIABILITIES AND CHARGES
(in €’000)
01/01/02
Charges
Change in scope
of consolidation
998
119
Writebacks
Provision for liabilities
Provision for charges (1)
TOTAL
668
2,111
2,779
544
309
853
Provision for deferred tax
2,809
4,086
TOTAL PROVISIONS FOR
LIABILITIES AND CHARGES
5,588
7,208
1,517
107
1,624
Variation of
rate
-1
-2
31/12/02
692
2,430
3,122
(1) includes provision for retirement for 2,388 on 31/12/2002
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NOTE 13: REPROCESSING OF LEASES
(in €’000)
Cost
price
Purchase of premises at Montargis (1) 1 052
Depreciation
period
Cumulative
depreciation
Net book
value
Capital
remaining
payable
< 1 year
15 years
297
755
768
77
> 1 year > 5 years
< 5 years
343
348
(1) including 46: land not written off
NOTE 14: RETIREMENT COMMITMENTS
(in €’000)
By an insurance company
By a liability provision
1,417
2,388
Retirement commitments covered
On retirement, the employees benefit from the payment of a retirement gratuity as defined in the collective agreements.
In order to finance the commitments associated with such gratuities, actuarial valuation has been applied.
The total amount of the commitment stands at 3,805 K€ , 1,417 K€ of which have been paid to an insurance company.
The actuarial assumptions used are as follows:
economic assumptions
inflation rate: 1%
net interest rate: 5%
increase in salaries: 1%
demographic assumptions
mortality: life expectancy tables 1988 1990
mobility: 3% per year up to 40 years and 0% per year after 40 years.
The actuarial method used is as follows:
The method used is the method specified by the French Accountants Association.
A projection of salary and seniority at the age of retirement is carried out for each individual.
The retirement gratuities payable are calculated by applying the allocation rule specified in the collective
agreements on the basis of projected salary and projected seniority.
The amount of the commitments obtained for each employee is weighted by the probability that the employee in
question will still be working for the company at the time of retirement (staff turnover rate indicated as a parameter)
and the probability that he/she will reach retirement age (probability resulting from the INSEE life expectancy
tables 88-90 currently in force).
NOTE 15: SCOPE OF CONSOLIDATION FOR TAX PURPOSES
(in €’000)
The following companies are consolidated for tax purposes:
AMIX, BKL CONSULTANTS, CBU, CEGEDIM SRH, CEGELEASE, CESAME TECHNOLOGIE, CLM, DISTAL, DOCUBASE, ICOMED, ICSF, INCAMS, ITOPS, DATA CONSEIL, MEDIANE, MEDIPOST, MESSAGE PLUS, PC ON LINE, PHARMAPOST,
PHARMASTOCK, REFERENCE DIFFUSION MEDICALE, RESIP, RNP, SANTESTAT, SANTESURF, SDI , SEDIAP, SOFILOCA,
SOFIMAT, SOLTIM et TVF.
The tax saving effected amounts to: 2,245
The tax expenses are borne by the consolidated companies.
The tax saving of loss-making subsidiaries is recorded as an immediate gain within the mother company.
When the subsidiary returns to profit, the corresponding amount of tax is credited to it.
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NOTE 16: BREAKDOWN OF THE CAPITAL
(in €’000)
On the basis of the transactions entered into during the year, the position at the end of the accounting period under review was as follows:
Acc. period 2002
Shareholders
Acc. period 2001
Number of
shares held
%
holding
% voting
rights
Number of
shares held
%
holding
% voting
rights
6,462,044
69.25%
81.87%
6,438,544
69.00%
81.10%
5.88%
SOFIMAT.OR
ALLIANCE SANTE DISTRIBUTION
933,145
10.00%
5.92%
933,145
10.00%
GERS
36,788
0.39%
0.47%
60,288
0.65%
0.76%
Jean-Claude LABRUNE
38,496
0.41%
0.24%
38,496
0.41%
0.48%
1,801,657
19.31%
11.50%
1,860,976
19.94%
11.78%
59,319
0.64%
0.00%
-
-
-
PUBLIC
CEGEDIM
NOTE 17: NET FINANCIAL INDEBTEDNESS
(in €’000)
31/12/02
Long-term loans (> 5 years)
31/12/01
432
570
Medium-to long-term loans (> 1 year, < 5 years)
38,759
22,713
Short-term loans (< 1 year)
20,891
8,917
Current-account borrowings from banks
Total borrowings
Total liquid assets
Net financial indebtedness
Capacity of self-financing
21,940
13,410
(1) 82,022
(1) 45,610
32,164
26,017
(+) 49,858
(+) 19,593
37,703
40,204
(1) All interest on borrowings is at a variable rate linked to EURIBOR.
Rate coverage was set up on current loans.
Three quarters of the loans are covered by a tunnel swap.
Uncovered loans are due within two years.
New loan: CAM group acquisition for 17,000 K€
COFIDATA and DATA CONSEIL acquisitions, for 6,100 K€
MEXICO acquisition for 5,000 K€
NOTE 18: CONSOLIDATED TURNOVER BY GEOGRAPHICAL AREA AND SECTOR
(in €’000)
France
EEC
Outside EEC
Total
110,110
31,548
21,199
162,857
38,881
33,451
69
40,392
Direct marketing and client
relationship management
72,401
40,392
33,562
151
8
33,721
Information technology, management and the internet 25,837
3,486
1,383
30,706
248,782
68,636
22,659
340,077
TOTAL
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NOTE 19: WORKFORCE AS AT 31 DECEMBER 2002
As at 31 December 2002, the workforce stood at 3,281.
As at 31 December 2002, the workforce broke down as follows:
France
EEC
Outside EEC
Total
Executive
1,078
52
102
1,232
Non-executive
1,336
463
250
2,049
Staff costs for 2002 stood at: 148,826 Keuros.
NOTE 20: IMPACT OF CHANGES IN SCOPE OF CONSOLIDATION
1) ON THE BALANCE SHEET
(in €’000)
Consolidated goodwill
Fixed assets
Consolidated
before variation
Variation
Consolidated
after variation
46,982
471
47,453
69,647
4,713
74,360
Working assets
162,638
13,758
176,396
Total balance sheet
279,267
18,942
298,209
Details of the variations in the reporting environment concern the following companies:
GROUPE CAM
CEGEDIM TUNISIE
7,427
98
395
CETIP ENCAISSEMENTS
1,577
COFIDATA
3,305
INFOPHARM LTD
471
LONGEST
317
MEDEXACT
1,705
MS EQUATORIANA
41
MS CENTROAMERIANA
18
MS COLOMBIANA
MS MEXICANA
NDC PHARMA SERVICES LTD
THIN
84
2,683
655
166
18,942
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2) ON THE RESULT
(in €’000)
Consolidated
before variation
Variation
Consolidated
after variation
Sales
321,207
18,870
340,077
Operating result
35,691
1,606
37,297
Net result
15,252
1,121
16,373
372,150
21,597
393,747
Details of the variations in the reporting environment concern the following companies:
Sales
BRASIL
GROUPE CAM
CEI LTD
CEI STATISTIC CZECH REPUBLIC
Operating
result
Net
result
17
1
1
11,454
1,988
1,528
27
21
12
241
-123
-133
CEGEDIM TUNISIA
130
8
6
CEGEDIM USA
141
-335
-335
CETIP ENCAISSEMENTS
2,565
1,016
820
COFIDATA
1,474
122
132
-643
-646
182
-379
70
17
1
INFOPHARM LTD
-118
LONGEST
MEDEXACT
MS EQUATORIANA
MS CENTROAMERIANA
-51
-53
52
9
-1
1,292
270
203
NDC PHARMA SERVICES LTD
581
-367
-367
OMB
688
209
146
MS COLOMBIANA
MS MEXICANA
SOFWARE CEGEDIM CZECH REPUBLIC
8
THIN
18,870
-12
-15
-128
-129
1,606
1,121
NOTE 21: FINANCIAL INCOME AND FINANCIAL CHARGES
(in €’000)
31/12/02
31/12/01
591
591
706
1,399
TOTAL FINANCIAL INCOME
1,182
2,105
Interests
Exchange losses
TOTAL FINANCIAL CHARGES
2,982
806
3,788
1,832
1 322
3,154
Financial income
Exchange gains
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NOTE 22: EXTRAORDINARY INCOME AND EXTRAORDINARY CHARGES
(in €’000)
Other extraordinary income
Extraordinary income
(in €’000)
1,189
Other extraordinary income
Extraordinary charges
4,126
Income from
disposal of tangible
assets
897
Income from
disposal of
investments
6
Income from
disposal of
intangible assets
-
Residual value
of tangible
assets
1,160
Residual value
of investments
Residual value
of intangible
assets
-
15
Total
2,092
Total
5,301
NOTE 23: BREAKDOWN OF CORPORATION TAX
(in €’000)
31/12/02
31/12/01
Tax on profit before extraordinary items
Tax on extraordinary profit
TAX PAYABLE
13,352
-1,085
12,267
11,491
-583
10,908
Deferred tax
CORPORATION TAX
-1,938
10,329
238
11,146
NOTE 24: BREAKDOWN OF DEFERRED TAX
(in €’000)
Deferred tax/tax losses carried fwd
Deferred tax/temporary differences
TOTAL
01/01/02
Net
8,474
-1,908
6,566
Profit
Reserves
2,238
-300
1,938
1,081
300
(1) 1,381
31/12/02
Net
11,793
-1,908
9,885
Assets
Liabilities
11,793
2,177
13,970
-4,085
-4,085
(1) inclusion of new companies
NOTE 25: TAX ON NON-CAPITALIZED LOSSES CARRIED FORWARD
Commitment to pay a price supplement on the acquisition of CAM shares in the amount of 649,125 Euros
CEGEDIM SURETY BONDS TO ITS SUBSIDIARIES
PHARMASTOCK SUBSIDIARY:
Joint surety with its subsidiary PHARMASTOCK in favor of the company BATICENTRE concerning the execution of the conditions
of the financial lease operation (authorization of the BD dated August 13, 2002).
MEDIPOST SUBSIDIARY:
Joint surety with its subsidiary MEDIPOST in favor of the item in the amount of 1,051,898 d'euros. Joint surety with its subsidiary
MEDIPOST in favor of BNP PARIBAS Lease Group for all amounts owed for the acquisition of BUHRS machine under financial lease
(authorization of the BD dated November 29, 2002).
SDI SUBSIDIARY:
Bank bond in the amount of one million euros granted to BNP PARIBAS (BD authorization dated November 29, 2002, for a period
of one year, renewable once).
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NOTE 26 : OWN SHARES
CEGEDIM bought back 59,319 shares for a total of 3,435 KE in accordance with the authorization given by the General
Meeting of April 23, 2002. The company plans to hold these shares for the long-term, particularly in order to use them in
connection with external growth operations; these shares were recorded as other long-term investments and kept at their
acquisition cost in the Cegedim corporate financial statements. Consequently, the amount of own shares was deducted from
the consolidated equity capital.
5.3 Fees of the auditors and members of the network dealt with by the Group
Sum in euros
Audit
Auditors, certification,
examination of individual
and consolidated accounts
Mazars (France and
foreign network)
Révision et
Commissariat
337,000
60,000
Other services
Legal, fiscal, social (*)
Others
72,000
16,000
Total
425,000
60,000
(*) Including 55,000 euros relating to foreign acquisitions
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SECTION VI: Administrative, management and supervisory bodies
6.1. Composition and operation of administrative,
management and supervisory bodies
6.1.0. Composition
• Board of Directors (during 2002). Each administrator must at least hold an action of Cegedim S.A.
Jean-Claude Labrune
Chairman and Managing Director
Founder of Cegedim
appointed on 1 December 1969
Sofimat.or SA represented by Pierre Marucchi
Functioning as a holding company
appointed on 1 April 1984
GERS G.I.E. represented by Norbert Andréo
Economic interest grouping including the
pharmaceutical companies established in France
appointed on 6 March 1995
Alliance Santé Distribution
SA represented by Antonin de Bono
Company owned by Alliance Unichem
(pharmaceutical distributor)
Appointed (to the Board of Cegedim SA)
on 22 December 2000
Laurent Labrune
Computer projects manager
Appointed (to the Board of Cegedim SA)
on 18 April 2001
All the mandates were renewed on 21 April 1998 for 6
years (i.e. until the meeting convened to decide of the statement for the financial year ending in 2003) and Alliance
Santé Distribution has been appointed for a period equal
to that of the current mandates. Laurent Labrune has been
appointed for 6 years, until the meeting convened to decide of the statement for the financial year ending in 2006.
The other mandates and functions exercised in each
company by each of the company officers are described
in the management report relating to operations for the
year ending 31 December 2002, annexed to this document.
76
• General management
Chairman and Managing Director
Jean-Claude Labrune
appointed on 1 December 1969
Managing Director
Pierre Marucchi
• Operating Divisions
HEALTHCARE SERVICES
Jean-Paul Roques
- Direct marketing and client relationship management
Daniel Flis
- Information technology, management and the Internet
Pierre Marucchi
6.1.1. Operation of the management bodies
6.1.1.0. There is no management board’s interior
rule
6.1.1.1. Number of board meetings
The Management Board met five times during the financial year 2002.
6.2. The managers' holdings in the capital of Cegedim,
the capital of a company controlling Cegedim, the capital of a subsidiary of the issuer or the capital of an
important customer or supplier of Cegedim
6.2.0. Remuneration and benefits in kind granted in
respect of the last full year, for any reason whatsoever, to members of the management bodies
Total remunerations and benefits of all kinds made during
the past financial year to each company officer are detailed
by name in the management report relating to operations
for the year ending 31 December 2002, annexed to this
document.
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6.2.1. No options on Cegedim shares were granted
to any of the members of the management bodies
6.3. Personnel incentive schemes
6.3.1. Incentives and profit-sharing agreements
6.2.2. Information on the nature and size of transactions concluded between the company and its
managing director, its acting managing directors, its
directors, members of the management or supervisory board, shareholders holding over 5% of the
voting rights or, in the case of a shareholder company, the company controlling it, and not having the
status of normal transactions concluded under normal conditions.
No transactions were entered into with members of the
management bodies or with shareholders holding over
5% of the voting rights that did not have the status of
normal transactions concluded under normal conditions.
6.2.3. No loans or guarantees were granted or
arranged in favour of the members of the management bodies
Profit sharing is calculated on the basis of the normal
statutory formula. Each employee may choose to have
the relevant amount paid into an investment fund vehicle or into a frozen current account linked to the company’s accounts.
Over the past 3 years, the amounts in question have
been as follows (in €’000):
Profit sharing and incentives
2002
2001
2000
Cegedim Group
2,613 3,232 3,182
6.3.2. Options
No options on shares of the issuer, Cegedim, were
granted to the staff.
SECTION VII – Information about recent developments and future prospects
7.1. Recent developments
• On April 14, 2003, Cegedim announced a friendly
offer to purchase the company Synavant Inc.
(Nasdaq: SNVT). This offer received the approval of
the Board of Directors of Synavant.
According to the final terms of the contract, Cegedim
agrees to launch a friendly bid to buy back all the
Synavant shares at the unit price of 2.30 dollars, payable in cash. The public offer will be followed by a merger
through which all the shares that have not been bought
back as part of the public offer will give rise to a cash
payment equal to the unit purchase price.
This transaction cancels and replaces the previous
agreement, announced in a press release on March 17,
2003, which provided for the acquisition of Synavant’s
‘Interactive Marketing’ health operations. The expansion
of the scope of the transaction allows Cegedim to acquire Synavant’s CRM and consulting offers. They are
added to the operations targeted previously, namely: the
PharbaseSM database in Europe, in Canada and in
Australia, as well as the worldwide Interactive Marketing
operations intended for the main players in the health
market.
The coherence of these businesses provides the
Cegedim Group with better opportunities in the United
States for disseminating its offers, as well as relationships that are already established with the major worldwide pharmaceutical laboratories and a portfolio of new
services in development. In Europe, Cegedim expects
the same positive effects while henceforth avoiding
having to separate the ‘Interactive Marketing’ operations
from the other offers acquired, thereby respecting the
historically maintained cohesion in the conduct of business.
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This new operation guarantees, even more than the previous one, total security for Synavant customers
concerning the longevity and the quality of the services
and information currently supplied to them. For
Cegedim, this acquisition is a determining step for the
Group’s activities in the United States and creates
powerful synergies and complementarities with the current offers.
Synavant is established in 21 countries and recorded
sales totaling 166.4 million dollars in 2002 for an operating margin of 40.4 million dollars. Around 59% of the
operations are carried out in America.
The completion of this transaction supposes that the
majority of the capital is united as part of the friendly
offer and remains subject to the ordinary conditions of
closure. Cegedim and Synavant project that this operation will be finalized around the end of June 2003.
• On April 14, 2003, Cegedim announced the acquisition of the company Proval.
Cegedim, through its subsidiary CDS – Centre de
Services, recently presented a bid to acquire around
70% of the capital of Proval. These shares were acquired by blocks from the Group’s historical and financial
shareholders at the price of 3.6 euros per share.
Furthermore, the Cegedim Groupa agreed, during the
next few days, to put in a bid, under the same conditions, to buy the Proval shares that appeared on the
market. Proval provides innovative computer management solutions to players in the insurance and finance
worlds. The Group’s offer relies on the publication and
development of integrated software and business application packages rounded out by a high added value services offer: consulting, engineering, integration, training
and facilities management. Proval is characterized by a
strong specialization in the insurance businesses and
recognized expertise in the new technologies (the
Internet, networks, databases, security, decisionmaking). For the year 2002, (15-month fiscal year ended
31/12/2002) Proval recorded 32.5 million euros in sales.
The company is listed for trading on the Marché Libre,
Euronext Paris (SICOVAM : 07467).
78
7.2. Outlook for the future
(source : Cegedim)
The year 2002 and the recent developments confirm the
Cegedim Group’s strategy and will to develop its offers
from an international standpoint, while pursuing the
development of new services that meet the expectations
of its customers, particularly in the health world. The
year 2003 will be the year for the worldwide materialization of the Group’s corporate model and future as worldwide supplier of the health industries. Indeed, Cegedim
made a decisive step becoming, worldwide, the only
global supplier for the activities tied to supplying reference data to the health profession and those tied to
global promotional investments. On these bases,
Cegedim has all the assets necessary for its development in its principal business and particularly in its customer relationship management offers, in the integration
of services and communicative CRM applied to the
health market niche.
The Group’s strategy consists in remaining as close as
possible to the needs of its customers thanks to recognized technological know-how that gives it the means
to realize its ambitions. The numerous synergies between the various departments of Cegedim, the reinforcement of the given activities, the extension of these
services to existing activities in insurance or B to B are
all assets and dynamic sources for the Group’s growth.
For fiscal 2003, the Management foresees growth on
the order of 10%, excluding incorporation of external
growth.
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ANNEXES
to the reference document
31 December 2002
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ANNUAL ORDINARY GENERAL MEETING OF APRIL 23, 2003
MANAGEMENT REPORT CONCERNING THE OPERATIONS
FOR THE FISCAL YEAR ENDED ON DECEMBER 31, 2002
Ladies and Gentlemen:
We have called the annual ordinary general meeting pursuant to the bylaws and the Code of Commerce to report
to you on the Company’s operations during the fiscal year ended on December 31, 2002, the results of these operations and the outlook for the future, and to submit for your approval the balance sheet and the annual financial statements for said fiscal year. These financial statements are appended to this report.
The notices of meeting set forth by said code were duly sent, and all the documents provided for in the regulations
in force were made available to you within the required time frames.
METHOD FOR CARRYING OUT THE GENERAL MANAGEMENT
In accordance with article 148 of the decree of March 23, 1967, we inform you that your Board of Directors chose
one of the two methods for carrying out the General Management set forth in article L. 225-51-1 of the Code of
Commerce.
The Board decided to combine the positions of Chairman of the Board of Directors and Chief Executive Officer.
Consequently, Jean-Claude LABRUNE assumes responsibility for the General Management of the Company. He is
assisted by Mr. Pierre MARUCCHI in his capacity as Deputy Chief Executive Officer.
This decision was made for the duration of his term as director.
Unless the method of carrying out the General Management is modified, this information will not be repeated in subsequent reports.
SITUATION AND OPERATIONS OF THE COMPANY
Sales for the fiscal year total 80,659 K€ compared to 69,729 K€ for the previous fiscal year, or a 15.67% increase.
We remind you that CEGEDIM’s operations consist, in large part, in supplying services to its subsidiaries. The volume of said services therefore depends directly on the development of the subsidiaries.
RESEARCH AND DEVELOPMENT OPERATIONS
The fiscal year examined gave rise to a growth in research and development operations consistent with the group’s
rate of growth.
IMPORTANT EVENTS THAT HAVE OCCURRED SINCE THE END OF THE FISCAL YEAR
EXTERNAL INTERNATIONAL GROWTH
We inform you that on March 16, 2003, we signed a protocol to take over the interactive health marketing activities
of the American company SYNAVANT for the acquisition price of 43.5 million dollars.
Subsequently, we made a proposal to acquire all the shares making up the capital of the company, or 15.9 million
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shares (stock options included) at the price of $2.30 per share, or a total investment of around $36 million.
SYNAVANT, which posted sales totaling 166 million USD in 2002, is our direct competitor in providing services to
pharmaceutical laboratories.
This new offer was accepted by SYNAVANT’s board of directors, thus making the agreement of last March 16 null
and void.
The operation will be considered final at the end of the public offering period, or 20 business days from its opening.
DIRECT AND INDIRECT ACQUISITIONS OF EQUITY INTERESTS
COMPANIES
CEI STATISTIC CZECH REPUBLIC
CETIP ENCAISSEMENTS
MEDEXACT
CAMM CORP. USA
DECISIONS RESEARCH AMERICA
CAMM Corp. MR CANADA
INTERCAM U.K.
CAM FRANCE
CAM INTERNATIONAL SPAIN
ABACAM ITALY
CAM PORTUGAL
CAM INTERNATIONAL GERMANY
CAMM INTERNATIONAL UK
CAM K.K. JAPAN
CAMM ( AMERICA LATINA)
COFIDATA
CEGEDIM TUNISIA
MS CENTROAMERICA
MS MEXICANA
MS ECUATORIANA
MS COLOMBIANA
THIN (ENGLAND)
%
HELD
51.00%
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%
65.00%
95.00%
95.00%
95.00%
100.00%
51.00%
HOLDING
DATE OF
ACQUISITION
Indirect through SANTESURF subsidiary
Indirect through CETIP subsidiary (creation)
Direct
Direct
Indirect through CAMM Corp, USA subsidiary
"
"
Indirect through Groupe CAM subsidiaries
Direct and through DRE subsidiary
Indirect through CAM France subsidiary
"
"
"
"
"
"
Direct and through CAMM Corp USA subsidiary
Indirect through CEGELEASE subsidiary
Indirect through SANTESURF subsidiary
Indirect through CEGEDIM Belgium subsidiary
idem
idem
Indirect through MS Mexicana subsidiary
Indirect through INPS subsidiary
Jan.-02
Feb.-02
May-02
May-02
"
"
"
"
"
"
"
"
"
"
"
"
"
June-02
June-02
June-02
June-02
June-02
Sep.-02
Sep.-02
SUSIDIARIES
We remind you that the table of subsidiaries and equity interests is appended to the balance sheet and provides you
with all the information concerning their operations.
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FINANCIAL STRUCTURE
Equity capital grew from 114,282 K€ to 119,450 K€.
Financial liabilities increased from 39,801 K€ in 2001 to 69,076 K€ in 2002. They correspond to loans to the subsidiaries for a net total of 54,489 K€ compared to a net total of 40,631K€ for fiscal 2001 and to the financing of
external growth operations.
At the same time, the cash position increased from 1,550 K€ in 2001 to 5,801 K€.
INVESTMENTS
In 2002, the investments were essentially financial.
ECONOMIC AND FINANCIAL RESULTS
The current result before taxes for the fiscal year amounts to 12,866 K€ compared to 11,012 K€ for the preceding
fiscal period, or a variation of 16.8%.
Considering the items above, the negative non-recurring result of 29 K€ and the tax on profits of 2,176 K€, the result
for the fiscal year was up only 5.23% totaling 10,207 K€ compared to a profit of 9,699 K€ for the preceding fiscal
year.
It must be noted that the corporate tax increased sharply from 90 K€ to 2,176 K€ due to the impact of the tax consolidation of the subsidiaries.
On December 31, 2002, the balance sheet total for the Company was 212,776 K€ compared to 171,959 K€ for the
preceding fiscal year, or a 23.74% variation.
The table of results set forth by article 148 of the decree of March 23, 1967, is appended to this report.
PRESENTATION OF THE ANNUAL FINANCIAL STATEMENTS
The annual financial statements for the fiscal year ended December 31, 2002, which we are submitting for your
approval, were drawn up in accordance with the presentation rules and the valuation methods set forth by the regulations in force.
The presentation rules and the valuation methods used are identical to those used for the preceding fiscal year.
All clarifications and justifications can be found appended to this report.
ALLOCATION OF THE RESULT
We suggest allocating the profit for the fiscal year amounting to 10,206,692 € in the following way :
the sum of
5,038,982.46 €
as a dividend,
the balance, or the sum of
to the other reserves account.
5,167,709.54 €
Each shareholder will thus receive a unit dividend of 0.54 €, accompanied by a dividend tax credit of 0.27 € for
declarable earnings of 0.81 €.
The cash dividend will be paid beginning on May 15, 2003.
The general meeting decides that if the company holds some of its own shares at the time of payment, the amount
corresponding to the dividend not paid for these shares will be charged to the carry forward account.
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RECALL OF PREVIOUS DIVIDENDS
In accordance with the provisions of article 243 bis of the General Tax Code, we remind you that the amounts distributed as dividends for the three previous fiscal years were as follows:
FISCAL YEAR
N° OF SHARES
1999
2000
8,398,304
*9,331,449
2001
9,331,449
DIVIDEND
PER SHARE
TOTAL
2.50 F
0.457 €
(3.00 F)
0.54 €
TAX CREDIT
20,995,760 F
3,840,939.60 €
(25,194,912 F)
5,038,982.46 €
10,497,880 F
1,920,469.80 €
(12,597,456 F)
2,519,491.23 €
* creation in December 2000 of 933,145 shares in remuneration of the contribution from the ALLIANCE UNICHEM Group. As
these shares are entitled to dividends as of January 1, 2001, the dividend was paid on the basis of the 8,398,304 old shares.
DISTRIBUTION OF THE CAPITAL
On December 31, 2002, the capital and voting rights were distributed as follows:
SHAREHOLDERS
N° OF
SHARES HELD
%
HELD
N° OF
SINGLE VOTES
N° OF DOUBLE VOTES
SHARES
SOFIMAT.OR
ALLIANCE
SANTE
DISTRIBUTION
JCL
GERS
PUBLIC
CEGEDIM
TOTAL
VOTES
% VOTING
RIGHTS
VOTES
6,462,044
69.25%
23,500
6,438,544
12,877,088
12,900,588
81.87%
933,145
38,496
36,788
1,801,657
59,319
10.00%
0.41%
0.39%
19.31%
0.64%
933,145
38,496
0
1,791,675
0
0
0
36,788
9,982
0
0
0
73,576
19,964
0
933,145
38,496
73,576
1,811,639
0
5.92%
0.24%
0.47%
11.50%
0.00%
9,331,449 100.00%
2,786,816
6,485,314
12,970,628
15,757,444 100.00%
You may note that pursuant to the authorization given by the extraordinary general meeting of shareholders of April
23, 2002, and in compliance with the conditions defined, the company acquired during the past fiscal year:
•
•
•
•
•
59,319 shares that remain registered in the company’s shareholders’ account at the end of fiscal 2002,
at the average price of 57.91 €,
the securities were bought on the Second Marché, under the customary conditions,
the par value of the shares is 0.9528 €,
these acquisitions were accomplished as part of an external growth operation that was ultimately carried
out without recourse to the planned securities swap. As a consequence, the securities were kept for any
future operations,
• the shares acquired represent 0.64% of the capital.
In accordance with the provisions of article L.225-210, paragraph 3, you will be asked to set up a “reserve for own
shares” to which an amount to be withdrawn from an available reserves item will be charged, corresponding to the
total amount of share purchases made during fiscal 2002. This reserve item thus created is unavailable for the entire holding period for the shares.
We emphasize that this buyback of its own shares by the Company is being regularized by the COB, for the rules
enacted in the matter were not obeyed.
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NON-TAX DEDUCTIBLE EXPENSES
In accordance with the provisions of articles 223 quarter and 223 quinquies of the General Tax Code, we inform you
that the financial statements for the past fiscal year take into account the sum of 81,059 €, corresponding to nontax deductible expenses.
DIRECTORS’ FEES
We propose that you rule on the total amount of directors’ fees allocated to the board of directors for the fiscal year
in progress, which could be set at 31,000 €.
OUTLOOK FOR 2003
For fiscal 2003, we foresee growth of around 10% excluding the incorporation of external growth.
OBSERVATIONS OF THE WORKS COMMITTEE
Pursuant to the provisions of article L. 432-4 of the Labor Code, we inform you that the Works Committee has not
made any observations concerning the economic and social situation of the company.
AGREEMENTS CITED IN ARTICLE L 225-38 OF THE CODE OF COMMERCE
We ask you, in accordance with article 225-40 of the code of commerce, to approve the agreements cited in article
L 225-38 of this same code, entered into or continued during the fiscal year, after having been duly authorized by
your board of directors. Your auditors were duly advised of these agreements, which they described in their special
report.
Appended to this report is the table of agreements cited in article L 225-38 of the code of commerce that did not
give rise to authorization by your board of directors since they were entered into under normal conditions and correspond to routine agreements within a group.
INFORMATIONS CONCERNING THE CORPORATE OFFICERS
List of corporate officers
In accordance with the provisions of article L. 225-102-1, para. 3 of the Code of commerce, the list of all offices held
and duties carried out in other companies by each of the corporate officers of the company is appended to this
report.
Remuneration of the corporate officers
In accordance with the provisions of article L. 225-102-1 of the Code of commerce, we inform you in the list of offices appended to this report of the total remuneration and benefits of all kinds paid during the past fiscal year to each
corporate officer.
AUDITORS’ AUDIT
We will now read the general report from the Auditors and their special report concerning the agreements cited in
articles L. 225-38 and following of the Code of Commerce.
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We inform you that the list and the purpose of the routine agreements entered into under normal conditions were
communicated to the directors and to the auditors in accordance with article 92-1 of the decree of March 23, 1967,
during the Board of Directors meeting that drew up the financial statements for the fiscal year.
RATIFICATION OF THE TRANSFER OF THE CORPORATE HEADQUARTERS
During the meeting held on August 13, 2002, your Board of Directors decided to transfer the corporate headquarters from BOULOGNE (92100), 110 to 116, rue d'Aguesseau, to BOULOGNE (92100), 127 to 137, rue
d'Aguesseau.
Pursuant to the legal and statutory provisions, we ask you to please ratify this decision.
PURCHASE BY THE COMPANY OF ITS OWN SHARES
We propose that in accordance with the provisions of article L. 225-209 of the code of commerce, you authorize your
board of directors to buy shares of the company.
These acquisitions could be made at any time, in accordance with the regulations in force and by all means, including through the use of financial derivative instruments.
This authorization would allow the completion of the following operations:
• optimize the company’s assets and financial management,
• regularize the market price of the company share by leaning against the wind,
• proceed with purchases and sales based on market situations,
• grant stock options to employees of the company and/or its group,
• allot the shares to employees of the company so that they can share in the fruits of the corporate expansion as part of the corporate savings plan or as part of any other employee savings plan,
• remit the shares as payment or as a swap, particularly as part of external growth operations,
• remit the shares when rights attached to securities giving right through reimbursement, conversion, swap,
presentation of a warrant or any other method to the allotment of existing company shares are exercised.
The maximum unit purchase price could be set at 90 € and the minimum unit sale price at 60 €.
In case of a capital increase through the incorporation of reserves and allotment of bonus shares, as well as in the
case of the division or consolidation of shares, the prices indicated above could be adjusted by a multiplier equal to
the ratio between the number of shares making up the capital before the operation and the number after the operation.
The maximum number of shares that may be bought under this authorization may not at any time exceed 10% of
the capital stock, which, at present, corresponds to 933,144 shares, so the maximum amount that the company
would be likely to devote to these purchases would not exceed 83,982,960 €.
The shares thus acquired could be kept, sold or transferred by any means.
This authorization would purely and simply cancel and replace the authorization given by the extraordinary general
meeting of April 23, 2003. It could be given for a period of 18 months, which would expire no later than September
22, 2004.
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SITUATION AND OPERATIONS OF THE GROUP
For the fiscal year ended December 31, 2002 :
• ex. tax sales totaled 340,077 K€ (compared to 306,952 K€ for the preceding fiscal year), or a 10.8% variation,
• total operating income was 349,687 K€ (compared to 313,703 K€ for the preceding fiscal year), or a variation of 11.5%,
• operating expenses for the fiscal year totaled 312,390 K€ (compared to 278,299 K€ for the preceding fiscal year), or a 12.2% variation.
The operating result amounts to 37,297 K€ (compared to 35,404 K€ for the preceding fiscal year) or a 5.3% variation.
Wages, salaries, payroll taxes, profit sharing and incentives amounted to 148,826 K€ compared to 128,587 K€ for
the preceding fiscal year, or a 15.7% variation.
Given the negative financial result of 2,606 K€ compared to a negative result of 1,049 K€ for the preceding fiscal
year, the current result before taxes for the fiscal year totals 34,691 K€ compared to 34,355 K€ for the preceding
fiscal year.
Considering the items above, the negative non-recurring result of 3,209 K€, the tax on profits of 10,329 K€, depreciation of consolidated goodwill in the amount of 4,702 K€ and the negative percentage share in the results of the
companies treated using the equity method of 78 K€, the net consolidated result for the fiscal year amounts to a
profit of 16,373 K€, or 16,041 K€ as group share (compared to a net consolidated profit – group share – of 18,089
K€ for the preceding fiscal year), or a negative variation of 11.3 %.
The inventory value of consolidated goodwill and of other intangibles was verified in light of the present and future
profitability of the operations concerned through the examination of realizations, budgets and intermediate and longterm plans. This verification did not lead to recording any provision for additional depreciation.
RESEARCH AND DEVELOPMENT OPERATIONS
The CEGEDIM Group’s investment policy consists in routinely re-investing 8% of its sales in the development of its
existing and future products and in not locking up these costs, which are normal and routine operating expenses.
IMPORTANTS EVENTS THAT HAVE OCCURRED SINCE THE END OF THE FISCAL YEAR
We refer to the information delivered above concerning the acquisition by CEGEDIM SA of the SYNAVANT interactive health marketing division.
OUTLOOK FOR 2003
For the year 2003 we foresee growth of around 10%.
CORPORATE AND ENVIRONMENTAL INFORMATION
To satisfy the provisions of article L. 225-102-1 of the Code of Commerce, we give below the information required
concerning:
• CORPORATE INFORMATION
We append to this report a summary table of the information required.
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• ENVIRONMENTAL INFORMATION
The operations of the CEGEDIM Group, given their nature, have no repercussions on the environment.
We hope that the foregoing information will receive your approval, and that you will vote in favor of the resolutions
submitted to you.
The Board of Directors
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ANNEXES TO THE MANAGEMENT REPORT
TABLE OF RESULTS FOR THE PREVIOUS FIVE FINANCIAL YEARS
LIST OF AGREEMENTS REFERRED TO IN ARTICLE L. 225-38 CONCLUDED UNDER NORMAL CONDITIONS
LIST OF COMPANY OFFICERS
EMPLOYEE RELATED INFORMATION
RESULTS FOR THE LAST FIVE FISCAL YEARS (en euros)
Closing date
31/12/2002
31/12/2001
31/12/2000
31/12/1999
31/12/1998
Length of the fiscal year
12 months
12 months
12 months
12 months
12 months
CAPITAL AT THE END OF
THE FISCAL YEAR
Capital stock
Number of shares
8,891,005
9,331,449
8,891,005
9,331,449
8,891,005
9,331,449
8,001,957
8,398,304
8,001,957
8,398,304
80,659,312
69,729,441
63,944,229
56,281,345
49,914,103
32,150,748
2,175,917
455,259
19,312,880
10,206,692
20,571,964
89,929
627,284
10,155,996
9,698,755
20,088,186
2,497,205
1,028,656
7,696,813
8,865,511
20,000,031
3,377,348
1,001,341
7,474,523
8,146,818
8,846,400
-475,014
744,125
4,944,689
3,632,599
5,038,982
5,038,982
3,840,940
3,200,783
2,560,626
3.16
2.13
1.77
1.86
1.02
1.09
0.54
1.04
0.54
0.95
0.41
0.97
0.38
0.43
0.30
466
18,628,376
8,441,490
432
16,474,066
7,214,623
371
14,524,009
6,748,607
345
12,821,195
5,911,856
316
10,860,727
4,971,248
OPERATIONS AND RESULTS
Sales
Result before taxes, profit-sharing,
Depreciation and provisions
Tax on profits
Employee profit sharing
Depreciation and provisions
NET RESULT
Distributed result
Result per share
Result after taxes, profit-sharing, and before
depreciation and provisions
Result after taxes, profit sharing,
depreciation and provisions
Dividend allotted
PERSONNEL
Average workforce
Total payroll
Payroll taxes
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AGREEMENTS CITED IN ARTICLE 225-38 AND FOLLOWING OF THE CODE OF COMMERCE
AGREEMENTS ENTERED INTO OR CONTINUED UNDER ROUTINE CONDITIONS DURING FISCAL 2002,
THAT DID NOT GIVE RISE TO AUTHORIZATION BY THE BOARD OF DIRECTORS
ALL REBILLINGS ARE DONE TO THE €URO
CEGEDIM SALES TO SUBSIDIARIES:
COMPANIES
RAW COMPUTER POWER AND
APPLICATIONS MAINTENANCE
RENTS AND
EXPENSES (1)
AGDF
12,465
ALLIADIS
AMIX
46,259
4,872
APOLINK
CEGELEASE
CEGERS
2,506
137,899
ALLIANCE SOFTWARE
CBU
530,597
62,518
378
BKL CONSULTANT
OTHER CORPORATE
EXPENSES (2)
596,087
4,232
99,029
701,808
1,774,116
31,418
499
14,600
6,074
3,247
561,041
3,095,563
60,898
119,388
CESAME TECHNOLOGIES
5,013
29,608
1,763,911
CETIP
705,001
173,594
CETIP ENCAISSEMENTS
420,000
32,948
57,180
23,547
217,630
78,835
372,265
CEGEDIM LOGICIELS MEDICAUX
CEGEDIM SRH
590,286
COFIDATA
1,199
DATA CONSEIL
179,247
DISTAL
DOCUBASE
ICOMED
I.C.S.F.
15,748
38,186
235,207
310,065
1,049,751
209,121
472,931
33,422
2,963
247,392
279,988
44,655
INCAMS
ITOPS
484,828
JMB
LONGEST
24
58,081
MEDEXACT
55,997
23,570
MEDIANE
330
MEDICOM
MESSAGE PLUS
204,155
5,803
164,878
33,328
MONTARGEST
123
4,959
205,988
58,652
99,705
19,773
32,460
182,155
15,896
130,860
549
257,925
OMB ALPES
8,779
PHARMAPOST
PHARMASTOCK
QUALIPHARMA
34,940
22,221
REFERENCE DIFFUSION MEDICALE
RESIP
RNP
93,294
32,565
80,942
1,478
38,591
20,883
462,748
451,977
414,879
13,476
462,854
SANTESTAT
2,737
SANTESURF
SDI
25
17,889
MIDIWAY
PC ON LINE
64,419
901
MEDIPOST
NYC
74,906
11,271
SEDIAP
396
SOFILOCA
8,486
89,064
SOFIMAT
54,922
68,051
96,627
SOLTIM
26,909
237,094
561,039
TVF
TOTAL :
22,486,365
1,069,128
3,813,859
29,791,285
3,690,468
14,837,182
(1) Encompasses all expenses linked to the premises such as rents, electricity, maintenance, insurance, telephone, taxes and levies.
(2) Encompasses all the services performed for the subsidiaries, such as: personnel costs (wage taxes, hiring costs, moving expenses, etc. …), transport costs,
software fees, financial fees, corporate headquarter expenses, miscellaneous supplies.
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PURCHASES MADE BY CEGEDIM FROM SUBSIDIARIES :
COMPANIES
FINANCIAL EXPENSES
SUBCONTRACTING(1)
AGDF
11,020
59,760
AMIX
8,785
946,063
ALLIADIS
ALLIANCE SOFTWARE
167,770
6,138
45,285
BKL CONSULTANT
2,913
CBU
8,296
CEGERS
CESAME TECHNOLOGIES
CETIP
CEGEDIM LOGICIELS MEDICAUX
9,090
27,712
1,677
2,631
10,423
DISTAL
65,270
ICOMED
107,173
38,661
DB COM
DOCUBASE
7,972
193,234
ICSF
19,071
INCAMS
62,370
ITOPS
10,103
18,550
23,421
2,567
LONGEST
MEDICOM
OTHER
SERVICES(2)
58,850
174
MEDIPOST
11,957
1,536,495
225,019
MESSAGE PLUS
18,840
844,720
244,665
481
32,800
MIDIWAY
MONTARGEST
3,931
NYC
OMB
5,791
210,353
1,452
PC ON LINE
45,265
1,135,119
626,089
PHARMAPOST
20,347
494,696
57,929
PHARMASTOCK
10,266
44,204
35,020
PLEXUS
QUALIPHARMA
RESIP
2,913
2,265
RNP
53,848
SANTESURF
30,475
SDI
59,491
SOFILOCA
SOFIMAT
SOLTIM
CEGEDIM SRH
TVF
VISUALTIM
TOTAL :
1,249,509
59,156
631,799
847
20,818
374,020
740
37,669
3,517
343,336
436,487
55,620
1,662
1,405,376
7,375,977
2,103,237
(1) Encompasses services subcontracted from subsidiaries (mailing, updates and purchases of files, document printing, etc.)
(2) Encompasses all services sold by the subsidiaries to CEGEDIM such as: leasing and/or sale (of equipment, vehicles, premises) and their related expenses
(maintenance, insurance), personnel expenses (payroll management, hiring, wage taxes, detached personnel, engagement expenses) and miscellaneous supplies (documentation, advertising, transport, etc …)
90
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LIST OF DIRECTORS IN OFFICE DURING FISCAL 2002
M. Jean-Claude Labrune,
19A, rue Massenet 92310 SEVRES
OFFICES HELD
Chairman and CEO
Permanent representative
President of S.A.S.
Manager
COMPANIES
CEGEDIM
of CEGEDIM to the board of directors of CEGEDIM SRH and NYC
of BKL CONSULTANT to the board of directors of DATA CONSEIL
of DOCUBASE to the board of directors of DISTAL
SOFIMAT.OR– CETIP – BKL CONSULTANT
TVF
-RNP – PC ON LINE – CBU – ICOMED – PHARMAPOST – CEGERS –
MEDIPOST - DOCUBASE – ART ET STRATEGIE
Remuneration : 264,600 €
M. Laurent Labrune, 64, rue de Silly 92100 BOULOGNE
OFFICES HELD
Chairman and CEO
Co-Manager
COMPANIES
CEGEDIM SRH
BRUN
GERS Tour Framatome 1, place de la Coupole 92400 Courbevoie
Permanent representative of GERS:
M. Norbert ANDRÉO 1784, Route de Chatillon-Coligny 45200 Montargis
No other office - Remuneration : 4,500 €
ALLIANCE SANTE DISTRIBUTION: 369-371, Promenade des Anglais 06200 NICE
Permanent representative of Alliance Santé Distribution:
M. Antonin DE BONO, 10, av. Félix Faure 06000 Nice
OFFICES HELD
Director
Chairman and CEO
Chairman of the Supervisory Board
President
Manager
COMPANIES
ALLIANCE SANTE LUXEMBOURG – ALLEANZA SALUTA ITALIA –
BANQUE TARNEAUD
ALLIANCE SANTE DISTRIBUTION – ALLIANCE SAT
ALLIANCE SANTE FRANCE
CLAJACAVEC
CHRIS LU MARINE
of ALLIANCE SANTE DISTRIBUTION to the boards of directors of
LOCAPHARM, SEREX ALLIANCE SANTE and CEGEDIM
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SOFIMAT.OR 104-106, rue d'Aguesseau 92100 Boulogne
Permanent representative of :
M. Pierre MARUCCHI 9, cour Jasmin 75016 Paris
OFFICES HELD
Director
S.A.S. President
CEO
Acting CEO
Manager
COMPANIES
NYC- SOFIMAT.OR – DISTAL – CETIP– CEGEDIM SRH
of AMIX to the Board of Directors of BKL CONSULTANT
of SOFIMAT.OR to the board of directors of CEGEDIM
I.C.S.F. – COFIDATA
INCAMS – CESAME TECHNOLOGIES – SOLTIM
SOFIMAT.OR – DISTAL
NYC – ALLIANCE SANTE EDITION – BKL CONSULTANT –
CEGEDIM
AMIX – C.D.S. – CEGELEASE – ITOPS – JMB CONSEILS – IRIS –
CEGEDIM LOGICIELS MEDICAUX – MESSAGE PLUS – SEDIAP
– SANTESTAT – SANTESURF – S.D.I. – SOFILOCA – SOFIMAT
EMPLOYEE-RELATED INFORMATION
FRANCE
WORKFORCE ON 12/31/2002
C.D.I.
C.D.D.
609
70
679
642
37
679
3,079
202
3,281
2,997
284
3,281
350
253
603
119
48
167
469
301
770
583
111
694
TEMPORARIES (D/H)
4,941
6,450
11,391
ABSENTEEISM (D/H)
93,957
3,026
96,983
TOTAL PAYROLL on 31,12,2002
77,644 K€
31,800 K€
109,444 K€
PAYROLL TAXES on 31,12,2002
34,116 K€
5,266 K€
39,382 K€
TRAINING
864,477 €
366,346 €
1,230,823 €
"Full time" EMPLOYEES
"Part time" EMPLOYEES
HIRES in 2002
C.D.I.
C.D.D.
DEPARTURES
92
GLOBAL
2,470
132
2,602
2,355
247
2,602
(1)
(1)
ABROAD
Work time respecting the regulations in force in the different countries.
INTÉRIEUR
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AUDITORS' GENERAL REPORT ON THE ANNUAL FINANCIAL STATEMENTS
Fiscal year ended December 31, 2002
Ladies and Gentlemen,
In execution of the mission entrusted to us by your General Meeting, we present to you our report related to the fiscal year ended December 31, 2002, concerning:
• the audit of the annual financial statements for the company CEGEDIM, as they are attached hereto,
• the specific verifications and the information set forth by law.
The annual financial statements were drawn up by the Board of Directors. It is our responsibility to express an opinion concerning these financial statements based on our audit.
1. Opinion concerning the annual financial statements
We conducted our audit in accordance with the professional standards applicable in France; these standards require that we plan and perform the audit to obtain assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, the evidence supporting the data contained in
these financial statements. It also includes assessing the accounting principles used and the significant estimates
made to draw up the financial statements as well as evaluating their overall presentation. We believe that our audits
provide a reasonable basis for the opinion expressed below.
We certify that in consideration of the French accounting principles and rules, the financial statements present fair
and true picture of the result of the operations for the past fiscal year, as well as of the financial position and assets
of the company at the end of this fiscal year.
2. Verifications and specific information
In accordance with the professional standards applicable in France, we also proceeded with the specific verifications
set forth by law.
We have no observations to make concerning the truth and the consistency with the annual financial statements of
the information given in the management report from the Board of Directors and in the documents sent to the shareholders concerning the financial position and the annual financial statements.
Pursuant to the law, we made sure that the various items of information related to acquisitions of equity interests
and control and to the identity of the holders of the capital were communicated to you in the management report.
Done in Paris on April 4, 2003
SARL REVISION ET COMMISSARIAT
MAZARS & GUÉRARD
MAZARS
23 RUE LOUIS LE GRAND - 75002 PARIS
LE VINCI - 4, ALLÉE DE L'ARCHE - 92075 LA DÉFENSE CEDEX
TEL : +33 (0) 1 42 66 90 61 - FAX : +33 (0) 1 42 66 90 61
TEL : +33 (0) 1 49 97 60 00 - FAX : +33 (0) 1 49 97 60 01
LIMITED LIABILITY AUDITING FIRM
ACCOUNTING AND AUDITING FIRM
CAPITALIZATION OF 7,622.45 EUROS - RCS PARIS B 340 938 703
CAPITALIZATION OF 4,162,350 EUROS - RCS PARIS B 784 824 153
CORPORATE HEADQUARTERS:
125 RUE DE MONTREUIL - 75011 PARIS
Patrice Ledoux
Daniel Chmielewski
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AUDITORS’ SPECIAL REPORT CONCERNING REGULATED AGREEMENTS
In our capacity as auditors of your company, we present to you our report concerning the regulated agreements of
which you were advised.
It is not our responsibility to search for the existence of agreements, but to communicate to you, based on the information given to us, the characteristics and the essential terms and conditions of those agreements you have been
advised of without having to make a decision concerning their utility and their justification. It is up to you, in accordance with article 92 of the decree of March 23, 1967, to assess the interest related to entering into these agreements in view of their approval.
We performed our tasks in accordance with the professional standards applicable in France; these standards require us implement procedures intended to verify the consistency of the information given to us with the basic documents it came from.
We inform you that no agreement covered by article L.225-38 of the Code of Commerce was brought to our attention
Furthermore, pursuant to the decree of March 23, 1967, we were informed that the execution of the following agreements, approved during previous fiscal years, continued during this last fiscal period:
A) Contracting party :
Nature and purpose :
SA SOFIMAT.OR
leasing of office and parking space
rent amounts paid in 2002 :
451,271 €
B) Contracting party:
Nature and purpose:
SCI, 116 rue d’Aguesseau
105,492 €
C) Contracting party:
Nature and purpose :
SCI MAG
21,098 €
D) Contracting party:
Nature and purpose:
SCI, 114 rue d’Aguesseau
62,637 €
E) Contracting party:
Nature and purpose:
SA SOFIMAT.OR
5,671 €
Pursuant to article L. 225-42 of the Code of Commerce, we inform you that the agreement below was not subject
to the prior authorization of your Board of Directors.
It is our responsibility, based on the information provided to us, to communicate to you the characteristics and
essential terms and conditions of this agreement, as well as the reasons for which the authorization procedure
was not followed, without having to render an opinion concerning its utility and justification.
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• Director concerned:
Mr. Jean-Claude LABRUNE
SA SOFIMAT.OR
• Contracting party:
SCI 131
• Nature and purpose:
leasing of office space
rent amounts paid in 2002 : 1,920,000 €
security deposit paid : 800,000 €
• Reason:
omission of the board of directors meeting authorizing this agreement
MAZARS & GUÉRARD
MAZARS
TEL : +33 (0) 1 42 66 90 61 - FAX : +33 (0) 1 42 66 90 61
TEL : +33 (0) 1 49 97 60 00 - FAX : +33 (0) 1 49 97 60 01
Patrice Ledoux
Daniel Chmielewski
95
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AUDITORS’ REPORT CONCERNING THE CONSOLIDATED FINANCIAL STATEMENTS
In execution of the mission entrusted to us by your General Meeting, we audited the consolidated financial statements of the CEGEDIM related to the fiscal year ended December 31, 2002, as they are appended to this report.
The consolidated financial statements were drawn up by the Board of Directors. It is our responsibility to express
an opinion concerning these financial statements based on our audit.
We performed our audit in accordance with the professional standards applicable in France. These standards require that we plan and perform the audit to a reasonable assurance about whether the consolidated financial statements are free of material misstatements. An audit includes examining, on a test basis, the evidence supporting the
data contained in these financial statements. It also includes evaluating the accounting principles used and the significant estimates made to draw up the financial statements as well as evaluating their overall presentation. We believe that our audits provide us with a reasonable basis for the opinion expressed below.
We certify that the consolidated financial statements are, in light of the French accounting rules and principles,
consistent and true and give a faithful picture of the financial position and the result of the entity made up of the companies included in the reporting environment.
Furthermore, we also verified the information given in the group’s management report. We have no observations to
make concerning their truth and their consistency with the consolidated financial statements.
96
MAZARS & GUÉRARD
MAZARS
TEL : +33 (0) 1 42 66 90 61 - FAX : +33 (0) 1 42 66 90 61
TEL : +33 (0) 1 49 97 60 00 - FAX : +33 (0) 1 49 97 60 01
Patrice Ledoux
Daniel Chmielewski
INTÉRIEUR
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TEXT OF THE RESOLUTIONS PROPOSED TO THE
ORDINARY GENERAL MEETING OF APRIL 23, 2003
FIRST RESOLUTION
The General Meeting, after having heard the management report from the Board of Directors and the general report
from the Auditors, approves the annual financial statements for the fiscal year ended December 31, 2002, as they
were presented, along with the operations contained in these financial statements or summarized in these reports.
As a consequence, the general meeting gives the directors full and unreserved discharge for the execution of their
duties for said fiscal year.
The general meeting also approves the non-corporate tax deductible expenses cited in article 39-4 of the General
Tax Code, which total 81,059 €, as well as the corresponding tax amounting to 28,719 €.
SECOND RESOLUTION
The general meeting decides to allocate the profit for the fiscal year totaling 10,206,692 € as follows:
• the sum of 5,038,982.46 € as dividend,
• the balance, or the sum of 5,167,709.54 € to the other reserves account.
Each shareholder will thus receive a unit dividend of 0.54 €, accompanied by a dividend tax credit of 0.27 € for
declared income of 0.81 €.
The cash dividend will be paid as of May 15, 2003.
The general meeting decides that if the company holds certain of its own shares at the time of payment, the amount
corresponding to the dividend not paid as a result of these shares will be charged to the carry forward account.
The general meeting notes that the sums distributed as dividends
for the three preceding fiscal years were as follows:
Accounting Number of shares
period
1999
2000
8,398,304
*9,331,449
2001
9,331,449
dividend
per share
2.50 F
0.457 €
(3.00 F)
0.54 €
Tax credit
total
20,995,760 F
3,840,939.60 €
(25,194,912 F)
5,038,982.46 €
10,497,880 F
1,920,469.80 €
(12,597,456 F)
2,519,491.23 €
* creation in December 2000 of 933,145 shares in remuneration of the contribution of the
ALLIANCE UNICHEM Group. As these shares are eligible for dividends as of January 1,
2001, the dividend was paid on the basis of the 8,398,304 old shares.
THIRD RESOLUTION
The General Meeting, after having heard the reports from the Auditors concerning the consolidated financial statements as of December 31, 2002, approves said financial statements and the operations contained in them or summarized in the report concerning the management of the group.
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FOURTH RESOLUTION
The General Meeting, after having heard the special report from the Auditors concerning the agreements coming
under articles L. 225-38 and following of the Code of Commerce, approved the findings of said report and the agreements mentioned therein.
FIFTH RESOLUTION
The General Meeting decides to charge to an unavailable account called “Reserves for own shares” the sum of
3,435,368.70 € withdrawn from the “other reserves” account, corresponding to the total amount, as of December
31, 2002, of the company’s purchases of its own shares during fiscal 2002.
SIXTH RESOLUTION
The General Meeting sets the amount of directors’ fees to be distributed among the directors for the fiscal year in
progress at 31,000 €.
SEVENTH RESOLUTION
The General Meeting ratifies the decision made by the Board of Directors during its meeting of August 13, 2002, to
transfer the corporate headquarters from BOULOGNE (92100), 110 to 116, rue d'Aguesseau, to BOULOGNE (92100),
127 to 137, rue d'Aguesseau.
Consequently, it also approves the amendment of the bylaws made by said board in order to proceed with the legal
formalities
EIGHTH RESOLUTION
The General Meeting, having examined the report from the Board of Directors, authorizes the Board of Directors, in
accordance with the provisions of article L. 225-209 of the code of commerce, to buy shares of the company.
The purchases or sales of shares may be accomplished at any time, in accordance with the regulations in force, and
by any means, including through the use of financial derivative instruments.
The maximum unit purchase price is set at 90 €, and the minimum unit sale price at 60 €.
In case of a capital increase through the incorporation of reserves and allotment of bonus shares, as well as in case
of a division or consolidation of the shares, the prices indicated will be adjusted by a multiplier equal to the ratio between the number of shares making up the capital before the operation and this number after the operation.
The General Meeting decides that the number of shares that may be bought pursuant to this resolution, taking into
account the shares already acquired and the 10% maximum legal limit of the capital, may not exceed 873,834 shares, which, at the maximum fixed purchase price, may not exceed 78,645,060 €.
This authorization is intended to allow the accomplishment of the following operations:
•
•
•
•
•
optimize the company’s assets and financial management,
regularize the market price of the shares of the company by leaning against the wind,
proceed with purchases and sales based on market situations,
grant stock options to employees of the company and/or of its group,
allot shares to company employees as a means of sharing in the fruits of the company’s expansion, as part of a
corporate savings plan or as part of any other employee savings plan,
• remit shares as payment or as a swap, particularly as part of external growth operations,
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• remit the shares when rights attached to securities giving a right to redemption, conversion, exchange, presentation of a warrant or in any other manner to the allotment of existing shares of the company are exercised.
The shares thus acquired may be kept, sold or transferred by all means.
This authorization cancels and replaces the authorization given by the combined ordinary and extraordinary general meeting of April 23, 2002, and will expire at the end of an 18-month period, which will end on September 22,
2004.
All powers are given to the board of directors, with the right of delegation, to ensure that this authorization is executed.
NINTH RESOLUTION
The General Meeting gives all powers to the bearer of an original, a copy or an excerpt of the minutes of this meeting to accomplish all formalities necessary.
99
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30/05/03
13:44
Page 3
30/05/03
13:44
Page 4
CE10/828
Société Anonyme, capital: € 8 891 004,61
Head office: 127 à 137, rue d’Aguesseau, 92100 Boulogne
R.C.S Nanterre: 350 422 622 - Code NAF : 723 Z
Telephone: + 33 (0)1 49 09 22 00
Fax: + 33 (0)1 46 03 45 95
E-mail: [email protected]
http://www.cegedim.com
Legal documents relating to Cegedim may be consulted at the head office

Boulogne • Boulogne-sur-mer • Issy les Mlx • Lille • Lyon

Transcription

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