Aéroports de Paris - 2019 Universal registration document
REAL ESTATE ASSETS AND FACILITIES
RISK AND MANAGEMENT
PERSONS RESPONSIBLE FOR THE UNIVERSAL REGISTRATION DOCUMENT AND ANNUAL FINANCIAL REPORT
STATUTORY AUDITORS
INFORMATION ON THE COMPANY
BUSINESS OVERVIEW
ORGANISATION CHART
REVIEW OF THE FINANCIAL POSITION AND INCOME
EQUITY AND CASH FLOWS
INFORMATION CONCERNING TRENDS
Even with the application of an Economic Regulation Agreement (ERA) which sets the conditions of the pricing for airport charges, and despite the French Civil Aviation Code articles, the ART may challenge the elements which are included within the annual airport charges proposal, under the control of an administrative judge. Generally, in France as in other countries in which it operates, Groupe ADP cannot guarantee that the airport charges will still be fixed at a level allowing it to maintain its investment capacity on the short, medium and long term, and its patrimonial interests while assuring the fair return on capital employed by the Group into its assets. 3 – C: Regulatory evolutions may undermine Groupe ADP’s activity and generate important compliance costs. As an international air travel sector player, Groupe ADP is subject to all national and international laws, and regulations that change constantly in a wide range of areas and which differ depending on the countries in which the Group operates (see section 5.4 “Description of activities by segment", paragraph “Legal and Regulatory Enviroment”, of this Universal Registration Document). Thus, in France, Aéroports de Paris executes public service missions, detailed in concession specifications approved by decree by the Council of State 1 fixing the conditions in which the Issuer carries out public service obligations in compliance with article L. 6323-4 of the French Transport Code. Likewise, the Issuer is subject, for some of its buildings, to specific regulation on safety and fire-fighting regarding publicly accessible premises. In general terms, a tightening or significant evolution of the norms and regulations applicable to Groupe ADP’s activities may cause an increase in costs (compliance, adaptation or reorganization of activities) and have a significant negative effect on its profitability, growth strategy and its operational and financial performance. In particular, Groupe ADP is unable to guarantee that the requirements to which it is bound under its current concessions specifications will not be more constraining in the future. Furthermore, the PACTE bill 2 , of which the consequences are detailed in the section 2 Highlights of the period, has confirmed the current regulation model of Aéroports de Paris while allowing the transfer of the majority of its capital to the private sector. In case of privatization, the Economic Regulation Agreement then applicable will remain fully applicable, without reassessment. However, new concession specifications will apply to Aéroports de Paris. Article 131 of the PACTE bill sets the minimal content of these concession specifications. Those should, as provided for in the aforementioned bill, make provisions to supervise and / or allow different operations, in particular those regarding lands that should be returned to the State at the end of the 70 years of exploitation by ADP. In order to compensate ADP for such return of lands to the State, the PACTE Bill provides for the payment by the French State to ADP of an indemnity broken down into two settlements, the first one to be paid at the effective transfer of a majority of the Company’s share capital to the private sector and the second one to be paid at the term of the exploitation of the Parisian airports by ADP. The modifications affecting ADP’s concession specifications may have an impact on its activities and the financial position of Groupe ADP.
However no assurance can be given as to the evolution rate of fees that the State authorities will authorize it to apply beyond 2020. Groupe ADP made public, on April 2 nd , 2019 the document including the detailed propositions of the Group for the Economic Regulation Agreement 2021- 2025 to promote the development of the Paris area platforms. The main proposals of Aéroports de Paris for the 2021-2025 ERA as well as calendar items are available in the section 4.2.4 “Investment programme proposed as part of the negotiations on the 2021-2025 Economic Regulation Agreement” of this Universal Registration Document. In accordance with Decree No. 2019-1016 of 3 October 2019 on airport fees which amends the French Civil Aviation Code, on 17 December 2019, the civil aviation minister asked the Transport Regulatory Authority to issue a simple opinion, published on 27 February 2020, on the weighted average cost of capital as part of the regulated scope of the next ERA. The opinion uses a WACC range for the regulated scope between 2% and 4.1%, below the WACC assumption of 5.6% proposed by Aéroports de Paris. Aéroports de Paris does not agree with either the method, the assumptions or the conclusions reached by the ART in its assessment of the WACC (see Section 5.4 “Description of activities by segment” under “Aviation – Parisian Platforms”). The next step of the process is now the address by the minister in charge of Civil Aviation to the Airport Consultative Commission, referred to in article L. 228-1 of the French Civil Aviation Code. No specific time limit is set for the minister to this end. The Airport Consultative Commission will then have two months to release a reasoned opinion, which will be made public. At the conclusion of the Airport Consultative Commission, the minister in charge of Civil Aviation must address the ART in order for it to release a compliant opinion on the Economic Regulation Agreement project. The ART will have two months to release its opinion, this period may be extended by two added months in exceptional and duly motivated cases. In addition, the ERA may be revised or terminated in advance in case of the occurrence of exceptional and unpredictable circumstances which would translate in an overturn of the economy of the contract. This clause is usual in administrative contracts. It may apply if a particularly serious and persistent situation (acts of terrorism, wars, natural disasters, etc.) generated negatives effects, for instance an important drop in air traffic, beyond what could have been anticipated during the passing of the ERA. In view of the ART notice published on 27 February 2020, Aéroports de Paris may not have an Economic Regulation Agreement for the next tariff period 2021-2022. In this hypothesis, insofar as ART is in charge of annually certifying the tariffs for airport charges proposed by Aéroports de Paris, the latter will submit to the said authority, for approval, the airport charges for the 2021-2022 tariff period. This approval would fall outside the scope of an Economic Regulation Agreement, but would continue to be governed by the principles set out in the French Transport Code and the French Civil Aviation Code (in particular the principle of fair return on capital employed). In the absence of ART approval, the 2020-2021 tariffs would remain applicable for the period 2021-2022. This annual pricing approval process and the one regarding the adoption of the next Economic Regulation Agreement are independent in legal terms.
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1 Decree n°2005-828 of 20 July 2005 regarding the Aéroports de Paris. 2 Law n°2019-486 of the 22 May 2019 regarding the growth and transformation of companies.
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AÉROPORTS DE PARIS ® UNIVERSAL REGISTRATION DOCUMENT 2019
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