Assystem - 2018 Register document





Transfer of the Life Sciences Business Unit of Assystem Engineering & Operations Services to Assystem Care France – Impact on Assystem SA’s financial statements On 1 July 2018, Assystem Engineering & Operations Services (Assystem EOS) transferred its Life Sciences Business Unit to Assystem Care France, with retroactive effect from 1 January 2018. As consideration for the net assets transferred, Assystem EOS received 9,948,148 new shares issued as part of a capital increase by Assystem Care France, with a par value of €0.10 each and all fully paid up. Immediately after the completion of the above asset transfer was completed, Assystem EOS – which recognised a €13,530 thousand capital gain on the transaction – paid a €13,430 thousand dividend to Assystem SA in the form of the 9,948,148 Assystem Care France shares it received as consideration for the asset transfer. Assystem SA then transferred all of its shares in Assystem Care France (including the shares it already owned prior to the transfer) – valued at €13,565 thousand – to Assystem Care Holding (formerly TBQG) in exchange for 180,867 Assystem Care Holding shares. The aim of this transfer was to prepare for the merger of TBQG France into Assystem Care France (a subsidiary of Assystem Care Holding), which took place on 1 August 2018. ACQUISITIONS OF SHARES IN NEW SUBSIDIARIES On 22 January 2018, Assystem SA acquired the entire capital of Longchamp Advisory, corresponding to 100,000 shares, for €135 thousand. This company was then renamed Assystem Care France in May 2018. ACQUISITIONS OF ADDITIONAL SHARES IN EXISTING SUBSIDIARIES On 1 February 2018, Assystem SA contributed €60,720 thousand to the equity and quasi equity financing round organised by Expleo Group (formerly Assystem Technologies Groupe) to help fund an Expleo Group subsidiary’s acquisition of the German company, SQS. Assystem SA’s investment took the form of €30,360 thousand worth of ordinary shares and €30,360 thousand worth of convertible bonds with the same characteristics as those purchased on 28 September 2017. On 22 May 2018, Assystem SA acquired two shares in Assystem Belgium from Assystem Investissements for €53 thousand. Also on 22 May 2018, Assystem SA transferred all of its shares in Assystem Switzerland and Assystem Belgium, totalling €7,620 thousand – in exchange for 101,600 shares in Assystem Care Holding (formerly TBQG). On 7 June 2018, Assystem SA acquired a further 15,300 Assystem Care Holding shares for €1,147 thousand. On 1 July 2018, following the above-described asset transfer by Assystem EOS to Assystem Care France, Assystem SA received a Changes in holdings in subsidiaries and affiliates

€13,430 thousand dividend from Assystem EOS in the form of a transfer of 9,948,148 Assystem Care France shares. Including the Assystem Care France shares it already owned, this brought the total value of Assystem Care France shares owned by Assystem SA to €13,565 thousand. As part of this overall operation, Assystem SA also transferred all of its Assystem Care France shares to Assystem Care Holding. On 20 October 2018, Assystem SA bought back one Assystem Care Belgium share from Assystem Care Holding for €27 thousand. On 15 November 2018, Assystem SA purchased 24,000 Assystem Care Holding shares from two minority shareholders for an aggregate €1,325 thousand. On 5 December 2018, Assystem Italia carried out a €218 thousand recapitalisation by converting its shareholder current account with Assystem SA into equity. Treasury shares At 31 December 2018, 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 2018. A €4,779 thousand provision was recognised in the financial statements for the five free share/performance share plans set up in 2016, 2017 and 2018 for employees of Group companies and affiliates, with the same amount recognised in accrued income. The amount of the provision set aside in connection with beneficiaries whose salaries are not rebilled by Assystem SA amounted to €75 thousand. Change in the Assystem Group’s ownership structure The Assystem Group is controlled by HDL Development, which held 61.34% of the Company’s capital at 31 December 2018 and 77.32% of its exercisable voting rights. HDL Development is 70.47%-controlled by HDL (41.73% directly and 28.74% through CEFID, H2DA and EEC). HDL is wholly controlled by Dominique Louis, Chairman and Chief Executive Officer of Assystem, who also directly owns 0.39% of the capital of HDL Development. The remaining 29.14% of HDL Development’s capital is owned as follows: 22.85% by Tikehau Capital SCA, 3.27% by the Tikehau Preferred Capital fund and 3.02% by managers and former managers of the Group. Bank borrowings On 19 January 2018, Assystem (i) obtained an increase in its revolving credit facility (RCF) set up in 2017, with the same banking pool, raising





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