Assystem - 2015 Registration Document

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FINANCIAL STATEMENTS

PARENT COMPANY FINANCIAL STATEMENTS

6.3.3 NOTES TO THE PARENT COMPANY FINANCIAL STATEMENTS The notes below relate to the balance sheet at 31 December 2015 – prior to the appropriation of profit for the period – and the income statement for the year then ended. The Company ended the year with total assets of €631,078 thousand and profit for the period amounting to €93,213 thousand. The financial year covered a period of twelve months from 1 January to 31 December 2015. All amounts are presented in thousands of euros unless otherwise specified.

SIGNIFICANT EVENTS OF THE YEAR

NOTE 1

Changes in holdings in subsidiaries and affiliates

Treasury shares At 31 December 2015, the fair value of Assystem’s treasury shares was calculated based on the average market price of Assystem’s shares for the last month of the year. As this average market price was higher than the average purchase price of the treasury shares, no provision for impairment was recognised against these shares at 31 December 2015. In view of the six free share award plans in place at end-December 2015, a €554 thousand contingency provision was recognised in the balance sheet at that date. Change in the Assystem Group’s ownership structure The Assystem Group is controlled by HDL Development (1) , which held 60.66% of the Company’s capital at 31 December 2015 and 61.87% of its exercisable voting rights. Convertible bonds At 31 December 2015 the Company’s bond debt was unchanged from one year previously, corresponding to: Available bank borrowings At 31 December 2015, the Company still had access to a €120 million revolving credit facility set up in order to finance the Group’s general funding requirements. No drawdowns were made on this facility in 2015. Change in share capital and issue premiums On 6 January 2015, the Board of Directors placed on record a €19 thousand capital increase (with an issue premium of €194 thousand) resulting from the exercise of stock warrants in December 2014. On 9 February 2015, the Board of Directors placed on record an €0.5 thousand capital increase (with an issue premium of €5 thousand) ● €160 million in Odirnane bonds; ● €27.2 million in Ornane bonds.

ACQUISITIONS OF SHARES IN NEW SUBSIDIARIES During 2015, Assystem SA acquired the following shares in subsidiaries, which were previously owned by other Group companies: ● 99.99% of the shares in SCI du Pont Noir, purchased for €1,065 thousand; ● all of the shares in Assystem Avenir, purchased for €33 thousand; ● 0.03% of the shares in Assystem Maroc, purchased for €130. In addition, on 17 November 2015 Assystem SA acquired 40% of the shares in Plast Concept for an aggregate €2,498 thousand. ACQUISITION OF ADDITIONAL SHARES IN EXISTING SUBSIDIARIES In May 2015, Assystem SA took up 35,000 shares issued by its French subsidiary, Assystem International, of which it is the sole shareholder. The shares had a par value of €20 each and the total cost of the transaction came to €700 thousand. The minority shareholder of Assystem SA’s subsidiary, MPH Global Services, held a put option over 19.25% of that company’s capital. This option was exercised in June 2015 and Assystem SA acquired the shares concerned for an aggregate €5,750 thousand. Since that date the Assystem Group has owned all of the shares in MPH Global Services SAS. SALE OF SHARES IN SUBSIDIARIES In March 2015, Assystem SA sold all of its shares in its French subsidiary Assystem Innovation SAS to Assystem France. The sale price was €3,744 thousand and the transaction gave rise to a €2,713 thousand disposal loss for Assystem SA.

(1) HDL Development is a company that is 68.90%-controlled by HDL, which itself is controlled as follows: (i) 73.01% by Dominique Louis (Chairman and CEO of Assystem), (ii) 20.25% by the company Salvepar, (iii) 3.37% by the Tikehau Capital Partners fund, and (iv) 3.37% by the Tikehau Preferred Capital fund. The remaining ownership interests in HDL Development are held by the following parties: CEFID (15.81%), H2DA (12.58%), EEC (0.73%), Gérard Brescon (0.48%), David Bradley (0.42%), Dominique Louis (0.39%), Michel Combes (0.21%) and Stéphane Aubarbier (0.48%).

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ASSYSTEM

FINANCIAL REPORT 2015