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Prospectus dated March 20, 2017
SPIE SA
(incorporated as a société anonyme in France)
€600,000,000 3.125 per cent. Bonds due March 22, 2024
guaranteed by Financière SPIE, SPIE Operations, SPIE Ile-de-France Nord-Ouest, SPIE Ouest-Centre, SPIE Sud-Est,
SPIE Sud-Ouest, SPIE Est, SPIE Nucléaire, SPIE Oil & Gas Services, SPIE ICS, SPIE GmbH, SPIE Holding GmbH,
SPIE Limited, SPIE UK Limited, SPIE Nederland B.V. and Infrastructure Services & Projects B.V.
Issue price: 100 per cent. The €600,000,000 3.125 per cent. Bonds due March 22, 2024 (the “Bonds”) are to be issued by SPIE SA (the “Issuer” or “SPIE”) on March 22, 2017 (the “Issue Date”). The Bonds will be guaranteed by Financière SPIE, SPIE Operations, SPIE Ile-de-France Nord-Ouest, SPIE Ouest-
Centre, SPIE Sud-Est, SPIE Sud-Ouest, SPIE Est, SPIE Nucléaire, SPIE Oil & Gas Services, SPIE ICS, SPIE GmbH, SPIE Holding GmbH,
SPIE Limited, SPIE UK Limited, SPIE Nederland B.V. and Infrastructure Services & Projects B.V. (the “Guarantors”) in accordance with the terms of the guarantees dated March 20, 2017 (the “Guarantees”) as more fully described in Section “Description of the Guarantees” of this
Prospectus. The Issuer may, at its option, (i) from, and including, September 22, 2023 to, but excluding, the Maturity Date (as defined below),
redeem the Bonds outstanding on any such date, in whole or in part, at their principal amount together with accrued interest, as described under “Terms and Conditions of the Bonds - Redemption and Purchase – Redemption at the Option of the Issuer – Pre-Maturity Call Option” and (ii)
redeem the Bonds outstanding, in whole or in part, at any time prior to September 22, 2023 and in accordance with the provisions set out in
“Terms and Conditions of the Bonds - Redemption and Purchase – Redemption at the Option of the Issuer – Make Whole Redemption by the Issuer”.
The Issuer shall redeem all the Bonds, and not some only, upon the occurrence of a Special Mandatory Redemption Event, as described under
“Terms and Conditions of the Bonds – Redemption and Purchase - Redemption by the Issuer upon the occurrence of a Special Mandatory Redemption Event”.
The Issuer may also, at its option, and in certain circumstances shall, redeem all, but not some only, of the Bonds at any time at par plus
accrued interest in the event of certain tax changes as described under “Terms and Conditions of the Bonds - Redemption and Purchase”. Unless previously redeemed or purchased and cancelled, the Bonds will be redeemed at their principal amount on March 22, 2024 (the
“Maturity Date”).
Each holder of each Bond will have the option, following a Change of Control (as defined herein), to require the Issuer to redeem or, at the Issuer’s option, purchase all of the Bonds held by such Bondholder at their principal amount together with any accrued interest thereon as more
fully described under “Terms and Conditions of the Bonds – Redemption and Purchase – Redemption at the Option of the Bondholders
(Change of Control)”. The Guarantees will be automatically and unconditionally released and discharged upon the release of the relevant Guarantor from its
guarantee obligation under the Senior Credit Facilities Agreement (as defined herein).
This Prospectus (including the documents incorporated by reference) constitutes a prospectus (the “Prospectus”) for the purposes of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the
public or admitted to trading, as amended from time to time, (the “Prospectus Directive”). References in this Prospectus to the “Prospectus
Directive” shall include the amendments made thereto including by Directive 2010/73/EU and any relevant implementing measure in the relevant Member State of the European Economic Area. This Prospectus has been approved by the Autorité des marchés financiers (the
“AMF”) in France, in its capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements the Prospectus
Directive. Application has been made to admit the Bonds to trading on the regulated market of Euronext Paris (“Euronext Paris”). The Bonds shall be admitted to trading on Euronext Paris with effect from the Issue Date. Euronext Paris is a regulated market for the purposes of
Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments as amended, appearing on the list of
regulated markets issued by the European Securities and Markets Authority (each a “Regulated Market”). The Bonds will on the Issue Date be inscribed (inscription en compte) in the books of Euroclear France which shall credit the accounts of the
Account Holders (as defined in “Terms and Conditions of the Bonds – Form, Denomination and Title” herein) including Euroclear Bank
S.A./N.V. (“Euroclear”) and the depositary bank for Clearstream Banking S.A. (“Clearstream”). The Bonds will be issued in dematerialised bearer form in the denomination of €100,000 each. The Bonds will at all times be represented in
book entry form (dématérialisé) in the books of the Account Holders (as defined in “Terms and Conditions of the Bonds – Form,
Denomination and Title” herein) in compliance with Articles L. 211-3 and R. 211-1 of the French Code monétaire et financier. No physical document of title (including certificats représentatifs pursuant to Article R. 211-7 of the French Code monétaire et financier) will be issued in
respect of the Bonds. The Issuer is rated BB with a stable outlook by Standard & Poor’s Ratings Services (“S&P”) and Ba3 with a stable outlook by Moody’s Investors Service (“Moody’s”). The Bonds have been assigned a rating of BB by S&P and Ba3 by Moody’s. S&P and
Moody’s are established in the European Union, registered under Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”) and
included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. A security rating is not a
recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating
agency.
Prospective investors should have regard to the factors described under the Section “Risk Factors” in this Prospectus. Unless otherwise
stated, references in this Prospectus to the “Group” or to the “SPIE Group” are references to the Issuer and its subsidiaries and
holdings. Copies of this Prospectus will be published and the documents incorporated by reference in this Prospectus are published on
the website of the Issuer (www.spie.com) and on the website of the AMF (www.amf-france.org).
Joint Global Coordinators and Joint Bookrunners
HSBC NATIXIS SOCIÉTÉ GÉNÉRALE
Joint Bookrunners
BNP PARIBAS CRÉDIT AGRICOLE CIB ING
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This Prospectus constitutes a prospectus for the purposes of Article 5.3 of the Prospectus Directive and for the
purpose of giving information with regard to the Issuer, the Guarantors and the Bonds which according to the
particular nature of the Issuer, the Guarantors and the Bonds, is necessary to enable investors to make an
informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer
and the Guarantors.
This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer, the Guarantors or
the Joint Bookrunners (as defined in “Subscription and Sale” below) to subscribe or purchase any of the Bonds.
The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by
law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Bookrunners
to inform themselves about and to observe any such restrictions.
For a description of further restrictions on offers and sales of Bonds and the distribution of this Prospectus, see
Section “Subscription and Sale” below.
No person is or has been authorised to give any information or to make any representations other than those
contained in this Prospectus and, if given or made, such information or representations must not be relied upon
as having been authorised by, or on behalf of, the Issuer or the Joint Bookrunners.
Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer, the Guarantors
or the Group, since the date hereof or the date upon which this Prospectus has been most recently amended or
supplemented or that there has been no adverse change in the financial position of the Issuer or the Guarantors
since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented
or that the information contained in it or any other information supplied in connection with the Bonds is correct
as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
The Joint Bookrunners have not separately verified the information contained herein. To the fullest extent
permitted by law, the Joint Bookrunners accept no responsibility whatsoever for the information contained or
incorporated by reference in this Prospectus or any other information provided by the Issuer, the Guarantors or
in connection with the Bonds or their distribution or for any other statement, made or purported to be made by
the Joint Bookrunners or on their behalf in connection with the Issuer, the Guarantors or the issue and offering
of the Bonds. The Joint Bookrunners accordingly disclaim all and any liability whether arising in tort or
contract or otherwise (save as referred to above) which they might otherwise have in respect of this Prospectus
or any such information or statement.
Neither this Prospectus nor any other information supplied in connection with the Bonds or their distribution is
intended to provide the basis of any credit or other evaluation or should be considered as a recommendation by
the Issuer, the Guarantors or the Joint Bookrunners that any recipient of this Prospectus or any other
information supplied in connection with the Bonds or their distribution should purchase any of the Bonds.
None of the Joint Bookrunners acts as a fiduciary to any investor or potential investor in the Bonds. Each
investor contemplating subscribing or purchasing Bonds should make its own independent investigation of the
financial condition and affairs, its own appraisal of the creditworthiness, of the Issuer or the Group and of the
terms of the offering, including the merits and risks involved. For further details, see Section “Risk Factors”
herein. The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective
investor should subscribe for or consult its own advisers as to legal, tax, financial, credit and related aspects of
an investment in the Bonds. None of the Joint Bookrunners undertakes to review the financial condition or
affairs of the Issuer or the Group after the date of this Prospectus nor to advise any investor or potential
investor in the Bonds of any information coming to the attention of any of the Joint Bookrunners.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference
(see Section “Documents Incorporated by Reference” below).
This prospectus includes pro forma financial information in relation to the financial year ended December 31,
2016, which has been prepared as if the acquisition of SAG by SPIE had been completed as of January 1, 2016.
This pro forma financial information is provided for information purposes only and does not represent the
results that would have been achieved if this acquisition had actually been completed on such date.
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TABLE OF CONTENTS
Page
RISK FACTORS ......................................................................................................................................................... 4
TERMS AND CONDITIONS OF THE BONDS ......................................................................................................31
USE OF PROCEEDS ................................................................................................................................................43
SELECTED FINANCIAL INFORMATION .............................................................................................................44
DESCRIPTION OF THE ISSUER ............................................................................................................................47
DESCRIPTION OF THE ACQUISITION AND OF THE SAG GROUP .................................................................77
INDUSTRY ...............................................................................................................................................................81
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ...........................................................................................................................................................86
RECENT DEVELOPMENTS ................................................................................................................................. 112
DESCRIPTION OF THE GUARANTORS.............................................................................................................127
DESCRIPTION OF THE GUARANTEES .............................................................................................................162
DOCUMENTS INCORPORATED BY REFERENCE ...........................................................................................166
TAXATION .............................................................................................................................................................168
SUBSCRIPTION AND SALE .................................................................................................................................170
GENERAL INFORMATION ..................................................................................................................................172
CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER FOR THE FINANCIAL YEAR ENDED
DECEMBER 31, 2016 .............................................................................................................................................175
STATUTORY AUDITORS’ REPORT ON THE ISSUER’S CONSOLIDATED FINANCIAL STATEMENTS FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2016 ....................................................................................254
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF THE ISSUER FOR THE
FINANCIAL YEAR ENDED DECEMBER 31, 2016 ............................................................................................256
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ..................................263
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RISK FACTORS
The Issuer considers that the risk factors described below are important to make an investment decision in the
Bonds and/or may alter its ability to fulfil its obligations under the Bonds towards investors. All of these factors
are contingencies which are unpredictable and may or may not occur and the Issuer is not in a position to express
a view on the likelihood of any such contingency occurring. The risk factors may relate to the Issuer, the Group,
and the Guarantors or to any of their respective subsidiaries.
The following describes the main risk factors relating to the Issuer, the Group, the Guarantors (which are all
members of the Group) and the Bonds that the Issuer considers, as of the date hereof, material with respect to the
Bonds. The risks described below are not the only risks the Issuer, the Guarantors and their subsidiaries face and
they do not describe all of the risks of an investment in the Bonds. The inability of the Issuer to pay interest,
principal or other amounts on or in connection with any Bonds or the inability of the Guarantors to make
payments under the Guarantees, may occur for other reasons and the Issuer and the Guarantors do not represent
that the statements below regarding the risks of holding any Bonds are exhaustive. Additional risks and
uncertainties not currently known to the Issuer and the Guarantors or that they currently believe to be immaterial
could also have a material impact on their business operations or on an investment in the Bonds.
Prior to making an investment decision in the Bonds, prospective investors should consider carefully all the
information contained or incorporated by reference in this Prospectus, including the risk factors detailed below.
In particular, prospective investors, subscribers and holders of Bonds must make their own analysis and
assessment of all the risks associated to the Bonds and the risks related to the Issuer, the Guarantors, their
activities and financial position. They should also consult their own financial or legal advisors as to the risks
entailed by an investment in the Bonds and the suitability of such an investment in light of their particular
circumstances.
The Bonds should only be purchased by investors who are financial institutions or other professional investors or
qualified investors who are able to assess the specific risks implied by an investment in the Bonds, or who act on
the advice of financial institutions.
The order in which the following risk factors are presented is not an indication of the likelihood of their
occurrence.
Terms defined in “Terms and Conditions of the Bonds” below shall have the same meaning where used below.
1. Risks relating to the Group’s industries
1.1 Risks relating to economic conditions and changes in economic conditions
Changes in demand for services are generally related to changes in macroeconomic conditions, including the
evolution of gross domestic product in the countries where the Group operates, as well as at the level of private
and public expenditures on new and existing facilities and equipment. In general, periods of recession or deflation
are likely to have a negative impact on demand for services (see Section “Industry” of this Prospectus). During the
financial year ended December 31, 2016, 92% of the Group’s production was generated out of Europe, of which
49% was in France. As of the date of this Prospectus, growth remains limited in the European Union, including in
France, and the International Monetary Fund’s forecasts for 2017 are modest (1.6% in the European Union and
1.3% in France) (source: IMF, World Economic Outlook January 2017).
Generally, during periods of economic recession, customers significantly decrease their equipment expenditures,
which affects the Group’s ability to sell services relating to construction projects or projects to extend the life of
new equipment or infrastructure. In particular, certain industries, including building construction and heavy
industry, have significantly reduced their level of activity in recent years. Moreover, the Group has faced a
decrease in demand for installation services, in particular from steel producers, car manufacturers and their supply
chains. In addition, some of the Group’s customers may experience financial difficulties that could lead to
5
payment delays or even default. The continuation or worsening of the current economic conditions could have a
material adverse effect on the Group, its business, financial situation, results of operations and prospects.
Finally, although oil prices have progressively improved during the financial year ended December 31, 2016, they
remain at a low level. This negatively affects activities of supplying pipelines for drilling and oil facilities, known
as OCTG (Oil Country Tubular Goods) activities, conducted in Angola through the SONAID joint venture. To a
lesser degree, this affects technical assistance activities by reductions in operating expenditure and low investment,
particularly in the drilling and geosciences field. Its impact is more limited on business maintenance activities.
Although it has had only a limited impact on the Group’s results, considering the relative significance of activities
of technical support and operational maintenance activities, low oil prices could, if they were to remain at current
levels or decrease further, negatively impact the Oil & Gas business of the Group, which could significantly
impact the activities, financial situation, results and outlook of the Group.
1.2 Risks relating to public expenses
The public sector constitutes a significant portion of the Group’s customers, in particular in France. It represented
approximately 15% of the Group’s consolidated production for the financial year ended December 31, 2016 and
14% for the financial year ended December 31, 2015. The public sector market is affected by political and
administrative policies and decisions with respect to public expenses levels. In recent years, the economic situation
has significantly affected the resources of governments and other public entities and has led to strict public
expenses reduction policies. These policies could threaten the continuation of certain investments in which the
Group is involved and prevent the implementation of significant new investment projects by public entities.
Finally, some of these entities, in the context of economic crisis and high levels of indebtedness, could be unable
to make payments in a timely fashion or, more generally, honour their commitments.
If the difficulties facing certain of these public entities were to intensify and the trend of significant decreases in
public expenses were to continue, this could cause a material adverse effect on the Group, its business, financial
situation, results of operations and prospects.
1.3 Risks relating to the competitive environment
The Group faces intense competition from a variety of competitors. The Group’s competitors include large
multinational corporations with greater resources and whose other branches of activity provide them with an
accessible customer base for their technical services activities. In addition, certain services requiring less technical
skill may encounter strong local competition by smaller competitors with strong relationships and an established
local presence. Moreover, the technical services industry is highly fragmented, in particular outside of France, and
the Group’s ability to rely upon and retain a dense local network is essential for the Group’s development. Any
movement to consolidate the different activities of the Group’s competitors, whether multinational, national,
regional or local, could increase competition in the Group’s industries, change the competitive landscape of the
technical services industry, and, in particular, if the Group is unable to participate in such consolidation, lead to a
loss of market share, a decrease in the Group’s revenue and/or a decline in its profitability.
Such strong competition requires the Group to make continuous efforts to remain competitive and convince its
customers of the quality and value-added of its services. The Group is also required to regularly develop new
services in order to maintain or improve its competitive position. If, despite these efforts, the Group’s customers
do not find quality and added value in the Group’s offerings, in particular as compared with its competitors, or if
the Group’s offerings do not meet customer expectations, the Group’s activity and financial results might be
materially adversely affected.
Finally, customers increasingly focus on limiting the overall cost of their facilities. As a result, proposed pricing is
an important factor in the renewal of contracts upon expiry, in particular for multi-year contracts, as well as in with
the context of calls for tenders for new contracts. The Group is subject to constant pressure on the prices it charges
for its services.
6
This competitive pressure could lead to reduced demand for the Group’s services and force it to reduce its sale
prices or incur significant investment costs to maintain the level of service quality that its customers expect. This,
in turn, could have a material adverse effect on its business, financial situation, results of operations and prospects.
1.4 Risks relating to calls for tenders
The contracts entered into by the Group’s companies are often awarded following a competitive bid process in the
form of a call for tenders, in particular in connection with government contracts. Whether a contract is awarded
depends in part on customer perception with regard to the prices and quality of the services offered by the various
bidders. As a result, the Group may lose tenders if it is unable to demonstrate its strengths, which could
significantly affect the growth of its activities. Moreover, calls for tenders and the related decisions may be
challenged or subject to indemnification proceedings, including by means of litigation, which could impede
implementation of the corresponding contract or its economics. Finally, in the event of the non-renewal of
government contracts, such contracts generally must be resubmitted for bids through new calls for tenders.
In addition, the Group is likely to commit significant financial and human resources in order to prepare and
participate in these calls for tenders, with no assurance that it will be awarded the contract. Even in cases where
the contract is awarded to the Group, the profits realised may be lower than initial projections, or sales could prove
insufficient to make the project profitable. More generally, the performance conditions may prove different from
those provided for at the time when the bid was prepared, because such terms depend on many variables that are
sometimes difficult to foresee. These include accessibility of the work site, availability of qualified personnel,
inclement weather and increases in the prices of oil and the raw materials used in the materials purchased by the
Group for installation at customer sites (such as copper for cables) that the Group may not be able to pass on to its
customers. The difficulty of foreseeing the final costs and performance conditions could strongly affect such
projects profit margins, thereby having a material adverse effect on the Group’s business, financial situation,
results of operations and prospects.
1.5 Risks relating to public-private partnerships
In connection with its activities, the Group may enter into public-private partnerships (“PPP”). PPPs (such as
Private Finance Initiatives in the United Kingdom) consist in awarding contracts for construction or
transformation, maintenance, operations or management of sites, equipment or intangible assets necessary for
government services, as well as all or part of the financing of such contracts, to private companies. Following
significant growth in recent years in connection with the financial crisis, decrease of public spending and control
of government indebtedness, growth in PPP is currently slowing. Certain of the Group’s contracts may
nevertheless be entered into or re-awarded, upon expiry, in the form of PPPs. In certain cases, these contracts
assign a global mission to the private partner that includes various activities, some in areas in which the Group is
not present, such as those relating to construction and public works (such as hospitals and buildings). The Group
may risks of losing or failing to obtain certain contracts, if the public sector entities prefer to use multi-disciplinary
contractors, in particular construction groups with their own technical services branches, which could give them an
advantage in obtaining PPP projects.
If the Group does not succeed in adapting to customer requirements with regard to PPPs or, more generally, if it
does not succeed in sufficiently penetrating the PPP market, this could have a material adverse effect on its
business, financial situation, results of operations and prospects.
1.6 Risks relating to changes in technologies and industrial standards
The Group’s activities require a high level of technological expertise for a wide variety of technical services. As a
result, the Group must continually adapt such expertise in order to identify and integrate technological
innovations, new industrial standards, new products and new customer expectations. New technologies or changes
in standards, as well as changes in the demand for services, could result in the Group’s service offerings becoming
obsolete or non-viable. In order to remain among the leading businesses in the industry and to anticipate its
customers’ expectations, the Group must continually improve its know-how as well as the efficiency and
7
profitability of its offerings, which might lead to increases in operating expenses or to significant capital
expenditures with no assurance that such expenditures will be profitable in the manner expected.
If the Group does not succeed in anticipating and integrating in a timely fashion changes in technologies and
industrial standards, this might affect its customer relationships and competitive position, which could have a
material adverse effect on its business, financial situation, results of operations and prospects.
1.7 Risks relating to outsourcing trends
In addition to economic conditions, the increase in demand for technical services is also influenced by certain
general market trends, including the growing trend towards outsourcing, particularly in certain of the Group’s
markets in which the outsourcing rate remains low compared with more mature markets such as the United States,
the United Kingdom and Germany.
The increase in outsourcing of technical services is, however, likely to be influenced by political decisions, such as
the implementation of new regulations, which could affect public and private demand in this area and thus slow
down development or even affect existing contracts. Moreover, the Group cannot guarantee that this trend towards
outsourcing will continue. In particular, certain economic players, whether public or private, could return to using
in-house technical services in order to take control of such services. If the trend towards more outsourcing slows or
stops, this could have a material adverse effect on the Group’s business, financial situation, results of operations
and prospects.
1.8 Risks relating to the “green economy”
The Group intends to participate in the development of the “green economy,” in particular by offering energy
saving technical solutions as well as services dedicated to renewable energy. The development of the “green
economy” depends in large part on national and international policies supporting energy savings and renewable
energy (including the regulations on the energy efficiency of buildings, the quotas and tax incentives for renewable
energy sources) as well as corporate awareness of environmental issues. Although recent years have been marked
by a growing sensitivity to these problems from economic actors, the Group cannot guarantee, particularly in light
of the cost-reduction policies of public and private actors, that this support will not slow down or even, to a certain
extent, come to an end. Such an occurrence could have a material adverse effect on the Group’s business, financial
situation, results of operations and prospects.
2. Risks relating to the Group’s activities
2.1 Risks relating to the Group’s reputation
The Group’s reputation is essential in the presentation of its service offers and in order to create customer loyalty
and win new customers. In addition, the Group operates in areas of activity that are subject to strong media
exposure (such as Oil & Gas and Nuclear).
The Group’s success in recent years is largely due to its reputation for reliability and market leadership across a
wide range of services, in particular for services requiring a high level of expertise. This reputation has enabled the
Group to consolidate its position and has strongly contributed to its growth. Although the Group tightly controls
the quality of its services, it cannot guarantee that it will not encounter difficulties relating to the quality or
reliability of its services, or more generally to its ability to provide the level of service announced to its customers,
in certain industrial sectors and/or geographic markets. The occurrence of such events, in particular in the event of
significant media coverage, could strongly affect the Group’s reputation, in particular with its customers, and
could thus have a material adverse effect on its business, financial situation, results of operations and prospects.
2.2 Risks relating to project management
The Group offers a wide range of technical services in connection with its projects. In order to ensure that its
projects are conducted efficiently, the Group relies on significant project management and site-management
expertise, particularly with respect to pricing its services and optimising performance during the term of the
8
contract. The essential skills for performance and profitability of a project are the Group’s ability to accurately
foresee the project’s costs, to correctly assess the various resources (in particular human resources) necessary to
carry out the project, to effectively manage the services provided by sub-contractors, and to control technical
events that could affect and delay progress on the project. In practice, poor project management can generate
significant additional performance costs and delays, leading to delays in payment for its services or damaging the
Group’s reputation. Moreover, in order to carry out certain projects, in particular larger scale projects, the Group
sometimes participates in groups or consortia whose smooth functioning requires coordination among the different
members. Differences may arise among the members of such groups, and breaches by certain members may occur,
which may make it difficult to manage or even to complete the project. Such events could have a material adverse
effect on the Group’s business, financial situation, results of operations and prospects.
2.3 Risks relating to workplace health and safety
Because human resources are the basis of the Group’s activity, regulations with respect to employment law, and in
particular with respect to workplace health and safety, have a particular impact on its activity. Although the Group
deploys significant efforts to ensure compliance with such regulations, it cannot guarantee that there will be no
breaches. Failure by the Group, its employees or its subcontractors to comply with these obligations could lead to
significant fines and claims against the Group and against the employer entity relating to the violation of these
provisions, or to the loss of authorisations or qualifications. In addition, such regulations are subject to regular
updating. The Group’s adaptation in order to comply may generate significant additional costs.
The Group is exposed to risks of accident of its employees, at their work site or whilst travelling to or from work.
The Group’s employees working in the Oil & Gas and Nuclear activities are particularly exposed to risks relating
to their work site and working conditions, which are dangerous by nature. Some of the Group’s employees work in
or near nuclear, oil or gas facilities and are therefore potentially subject to risks relating to incidents or accidents
affecting such facilities. Despite the attention paid to safety and working conditions, the Group cannot exclude the
possibility of increased frequency and size of work-related accidents and illnesses.
Finally, new technologies, as well as the implementation of new procedures, services, tools and machines could
have unanticipated effects on the working conditions of the Group’s employees. Moreover, the Group’s employees
may be exposed to materials that, even if they are not currently considered to be harmful, could in the future prove
to be dangerous for human health, as occurred in the past with respect to asbestos. Dangerous working conditions
could also lead to significant employee turnover, increase customers’ project costs and significantly increase the
Group’s operating expenses.
The occurrence of such events could have a material adverse effect on the Group’s business, financial situation,
results of operations and prospects.
2.4 Risks relating to hiring and retention of key technical employees
In technical services activities, success depends on the ability to identify, attract, train, retain and motivate highly
skilled technical personnel. As a result, the Group faces strong competition in its sectors of activity. The Group
may be unable to successfully attract, integrate or retain a sufficient number of qualified employees, which could
damage its activities and its growth.
Moreover, the growth of the Group’s activities requires the acquisition, maintenance and renewal of a large variety
of skills in order to respond to changes and market expectations. The Group may be unable to find qualified
candidates, to train its staff in new technologies, or to recruit and train the necessary management personnel in the
geographic markets or industrial sectors in which it operates. Moreover, during periods of rapid economic growth,
the Group could encounter difficulties in recruiting and retaining qualified employees, resulting in a risk of
increased salary costs and lowered service quality.
If the Group does not succeed in meeting its human resource challenges, a key factor in its development, this could
have a material adverse effect on its business, financial situation, results of operations and prospects.
9
2.5 Risks relating to employees and temporary workers
In general, the Group’s employees provide services at premises and other locations belonging to or operated by its
customers. As a result, the Group could be subject to claims relating to any damages incurred by its customers
with respect to their assets, their activities, non-authorised use or wrongful behaviour or any illegal act committed
by the Group’s employees or by any other person entering customer premises in an unauthorised manner in
connection with the performance of the Group’s services. Such claims could be significant and could affect the
Group’s reputation, which could have a material adverse effect on its business, financial situation, results of
operations and prospects.
Furthermore, for certain of its activities the Group uses a significant number of temporary workers. It cannot
guarantee that such temporary workers will always have a level of training, qualification and reliability identical to
those of its permanent employees. This could lead to a decrease in the quality of services or to a higher rate of
work-related accidents, which could, in turn, negatively affect the Group’s reputation and business.
2.6 Risks relating to acquisitions
In addition to organic growth, the Group has grown in recent years through the successive acquisitions of several
regional service platforms such as in 2016, Trios Group, a provider of facility and property related technical
services in the United Kingdom, as well as several companies of the COMNET group and GfT Gesellschaft für
Elektro- und Sicherheitstechnik mbH (“GfT”) specialized in the provision of services and solutions in the IT in
Germany as well as numerous small acquisitions which have enabled the Group to consolidate its offerings and its
presence in these geographic markets. The Group intends to continue to develop and expand its business mainly
through acquisitions of small medium-sized companies that meet its strategic and financial criteria. In connection
with its growth strategy, the Group may encounter difficulties that include the following:
– identification of appropriate targets, in line with the Group’s external growth strategy, may be difficult;
– integration of new companies could lead to substantial costs, as well as to delays or other financial and
operational difficulties;
– the expected financial and operational synergies may take more time than foreseen or fail to occur, either in
whole or in part;
– acquisitions could require increased attention by the Group’s management, to the detriment of other
activities;
– the assumptions made in the business plans of the acquired companies may be incorrect, in particular with
respect to synergies and performance;
– the acquisitions could lead the Group to bear more significant liabilities than those calculated during the due
diligence phase of the acquisition;
– the Group could be forced to sell or limit the external growth of certain enterprises in order to obtain the
required regulatory authorisations for these acquisitions, in particular with respect to anti-trust authorisations;
– the acquisition of a new company could lead to the loss of certain key employees and contracts; and
– the acquisition of new companies could create unexpected legal constraints.
In general, the expected profits from future or completed acquisitions could fail to materialise within the time
periods and to the levels expected, which could have a material adverse effect on the Group’s business, financial
situation, results of operations and prospects.
As of the date of this Prospectus, the Group is in the process of acquiring SAG, a major player in services and
systems supplier for the energy industry (See Section “Risk Factors – 6. Risks relating to the acquisition of SAG”
for a description of main risks related to this acquisition).
10
2.7 Risks relating to corruption and ethics
In connection with its activities, the Group may encounter corruption-related risks, in particular through its Oil &
Gas activities, for which the Group is present in some countries that have high levels of corruption. The Group has
implemented employee policies, procedures and training with respect to ethics and anti-corruption regulations.
However, it cannot guarantee that its employees, suppliers, subcontractors or other commercial partners will
comply with the requirements of its code of good conduct, its ethics, or applicable legal regulations and
requirements. If the Group were unable to enforce compliance with its anti-corruption policies and procedures, it
could be subject to civil and criminal sanctions, in particular significant fines or even exclusion from certain
markets. The occurrence of such events could have a material adverse effect on the Group’s reputation, business,
financial situation, results of operations and prospects.
2.8 Risks relating to subcontractors
The Group provides certain services to its customers through subcontractors acting in the name and on behalf of
the Group which retains responsibility for the work performed by its subcontractors. As a result, it is exposed to
risks relating to managing subcontractors and the risk that such subcontractors may fail to perform the agreed-
upon services satisfactorily and on a timely basis. Such a situation could affect its ability to perform its obligations
or customers’ expectations and comply with applicable regulatory requirements. In extreme cases, performance or
other deficiencies on the part of its subcontractor could result in a customer terminating its contract. Such a
situation could expose the Group to financial liabilities, damage its reputation and could impair its ability to
compete to new contracts. In addition, in the event a subcontractor provides unsatisfactory services, the Group
could be required to carry out additional work or provide additional services to ensure the adequate performance
and delivery of the contracted services.
Furthermore, the Group is exposed to its subcontractors’ operational control risks with respect to the qualification
of their employees and their compliance with employment law and immigration law. Finally, certain
subcontractors may prove to be uninsured or to lack sufficient resources to cover customer claims resulting from
damages and losses relating to their services.
Thus, a failure of the Group’s subcontractors to meet their contractual obligations or comply with applicable law
or regulations could harm its reputation and have a material adverse effect on its business, results of operations,
financial situation and prospects.
2.9 Risks relating to early termination or non-renewal of material contracts
A significant portion of the Group’s maintenance and services activity comprises fixed-term contracts that include
early termination clauses to the benefit of the customer. The Group cannot guarantee that its customers will not
exercise their early termination rights or that they will renew their contracts upon expiry. Early termination or non-
renewal of the Group’s major contracts could negatively affect its reputation, which could have a material adverse
effect on its business, financial situation, results of operations and prospects.
2.10 Risks relating to public sector contracts
A significant portion of the Group’s activities is carried out with public sector entities, including in the United
Kingdom and France and, to a limited extent, in Belgium, Germany and the Netherlands. The public sector
represented approximately 15% of the Group’s consolidated production during the financial year ended December
31, 2016.
Due to regulations with regards to government contracts, such as the European Union rules on calls for tenders, as
well as the nature of contracts entered into with public sector entities, certain terms of public sector contracts, such
as pricing terms, duration and ability to transfer receivables under contract, provide less flexibility than private
sector contracts. Certain of these contracts also contain terms that fall outside ordinary law arrangements, which,
in certain cases and subject to certain limits (in particular subject to indemnification), permit the counterparty
unilaterally to modify or even terminate the contracts in question. Finally, for a limited number of contracts, due to
11
the principle of continuity of public services, the Group may be unable to terminate unilaterally a contract that it
deems unprofitable.
2.11 Risks relating to the Oil & Gas sector business
The Oil & Gas business is principally present in emerging markets, specifically in Africa, the Middle East and
Southeast Asia. In recent years, a number of countries in these regions have experienced varying degrees of
economic and political instability, civil wars, violent conflicts and social unrest. Political instability includes, in
particular, significant changes in tax laws or regulations, monetary restrictions, and renegotiation or cancellation of
ongoing contracts, permits, leases and other agreements. In addition, oil and gas activity may be subject to
nationalisation or expropriation in some of the countries in which the Group operates.
In addition, the Group’s facilities and employees face numerous safety risks in these regions, such as acts of
violence, terrorism and harm to their property or physical integrity. Although the Group has implemented the
measures that it deems necessary to prevent this type of event, it cannot assure that these measures will be fully
effective.
In the context of its Oil & Gas activities, the Group is exposed to fluctuations in oil prices, which affect the level
of its activities with its clients. In particular, Oil & Gas players, as a result of the low level of oil price and of the
evolution of the economic conditions, tend to reduce their investments, which negatively impacts certain projects
in which the Group is involved and, more generally, the Group’s activities, in particular its tubular supply
activities for drilling and oil installations, called OCTG activities (Oil Country Tubular Goods), operated in
Angola through the SONAID joint venture.
The occurrence of such events could have a material adverse effect on the Group’s business, financial situation,
operations and future profitability.
2.12 Risks relating to nuclear industry activities
In connection with its nuclear sector activity, the Group provides services to nuclear industry operators, for the
most part in France. As its nuclear industry customers, the Group is subject to many restrictive standards imposed
by the French, European and other national and international regulators regarding the operation and safety of
nuclear facilities. Moreover, in general and, especially since the accident at the Fukushima site in Japan, the
nuclear industry regulatory framework is becoming stricter and more difficult to implement, which increases the
financial resources necessary to ensure compliance with such regulations. Finally, more stringent regulatory
requirements may negatively impact the long-term growth of the nuclear industry, which in turn, could negatively
impact the development of the Group’s activities. In addition, any prolonged suspension of its customers’ activity
for regulatory reasons, such as temporary closings of facilities for periodic security inspections, can lead to
significant work stoppages for the Group’s teams, the costs of which may not be passed on to the customer
pursuant to the contract.
Finally, in connection with its nuclear sector business, since the use of subcontractors is strictly limited, the Group
relies principally on its own employees to provide its services due to its customers’ requirements regarding the
qualification of staff that may access their facilities, which requires the Group to maintain highly qualified
employees in this activity.
2.13 Risks relating to presence in emerging markets
Although a significant portion of the Group’s consolidated production is recorded in Western Europe, the Group
also operates in other markets, in particular in certain countries in Eastern Europe, Africa and Southeast Asia.
In general, the Group’s activities in these countries involve higher risks than in the Western European countries,
including gross domestic product volatility, relative economic instability (as inflation rates frequently are higher
and fluctuate more), informal and unregulated trade, often-significant changes in regulations or imperfect
application thereof, nationalisation or expropriation of private property (without sufficient indemnification to
rebuild the same tool), difficulties in recovering payment, difficulties in retaining employees, social disturbances,
12
significant interest rate and exchange rate fluctuations, risk of war, public disturbances or acts of terrorism, claims
by local authorities challenging the initial tax framework or the application of contractual provisions, measures to
control exchange rates and unfavourable interventions or restrictions imposed by governments (including limits on
the payment of dividends or of any other payment made by foreign subsidiaries, withholding taxes or other taxes
based on payments or investments made by foreign subsidiaries and any other restriction imposed by foreign
governmental authorities).
Although the Group’s activities in emerging markets are not concentrated in a single country, the occurrence of
these events or circumstances in one of the emerging markets in which the Group does business could have a
material adverse effect on its business, financial situation, results of operations and prospects.
2.14 Risks relating to dependence on certain customers
In connection with its Oil & Gas and Nuclear activities, a significant portion of the Group’s consolidated
production comes from a small number of customers. In the Oil & Gas sector the top three customers represent
approximately 43% of the Group’s consolidated production in this industry for the financial year ended December
31, 2016, while in the nuclear sector, the Group records almost all of its consolidated production with three
customers.
More generally, the ten main customers represent approximately 20% of the Group’s consolidated production for
the financial year ended December 31, 2016. Although the Group generally enjoys long-term commercial relations
with its main customers (as with its other customers and commercial partners), the Group cannot guarantee that
such customers will in fact renew their contracts and, more generally, that they will not be terminated.
The loss of one or more of the Group’s main customers or contracts (such as in the event of non-renewal or early
termination, for instance), especially in the sectors mentioned above, a significant reduction in services for
customers, a substantial change in the terms governing commercial relations with the Group’s customers or a
default by any of its clients could have a material adverse effect on the Group’s business, financial situation,
results of operations and prospects.
2.15 Risks relating to relationships with certain suppliers
For some very specific services, the Group may rely on a limited number of suppliers. This is the case in
connection with the Group’s communication activity, due to the concentration of players in that market. As a
result, any shortage or significant increase in prices by such suppliers, as well as any deterioration or changes in
relations with such suppliers or any breach by such suppliers could have a material adverse effect on the Group’s
business, financial situation, results of operations or prospects.
2.16 Risks relating to employee relationships
In activities that primarily rely on human resources, the maintenance of harmonious relations with employees and
employee-representative institutions is a key issue. Although the Group closely monitors these relations, and
although it has not experienced any significant labour unrest in the past, it cannot guarantee that no strike, claim or
other labour unrest will interfere with its activities in the future. Such events could lead to interruptions in
activities and harm the Group’s reputation; more generally, their occurrence could have a material adverse effect
on the Group’s business, financial situation, results of operations and prospects.
2.17 Risks relating to the absence of formalised contracts
In accordance with commercial practices in effect in the markets in which the Group operates, a significant
number of agreements entered into by the Group with its customers, in particular its small customers are often
informal and generally consist of pricing agreements that are periodically renegotiated between the parties, or
purchase orders.
As a result, the renewal terms of these contracts are not formalised and depend to a large extent on commercial
relations with the customers concerned. This flexibility can result in a less accurate definition of the parties’ rights
and, in the case of a disagreement between the parties as to the content of their agreement, lead to challenges,
13
disputes or conflicts which could have a material adverse effect on the Group’s business, financial situation,
results of operations and prospects.
2.18 Risks relating to performance undertakings in certain contracts
In connection with its activities, the Group enters into certain contracts pursuant to which it undertakes to reach a
particular result towards its co-contractors. This is the case with respect to energy efficiency contracts offered by
the Group, pursuant to which the Group undertakes to reach a particular level of reduction in the customer’s
energy costs, or with respect to certain technical services contracts pursuant to which the Group undertakes to
provide a level of service quality measured by performance indicators.
Any failure by the Group to comply with a performance undertaking could result in a decrease or even loss of its
remuneration, or to the early termination of the contract. If the Group does not succeed in complying with its
performance undertakings pursuant to several contracts, this could have a material adverse effect on its business,
financial situation, results of operations and prospects.
2.19 Risks relating to the Group’s decentralised structure
The Group is organised around a decentralised management structure. The Group’s strategy favours decision-
making and responsibility at the local level in order to permit better adaptation to the local needs of its customers.
The Group’s growth has historically included various acquisitions, which required the integration of businesses
and teams with quite varied practices and policies. The Group cannot guarantee that it will succeed in uniformly
imposing and implementing the best practices that it has developed for its activities in France. Given the extent of
the Group’s activities in Europe, Africa, Asia and the Middle East, and the autonomy that it gives to its local
entities, it cannot exclude the possibility that difficulties may occur in the future, such as flaws in internal
reporting. If the Group does not succeed in effectively managing its decentralised structure, this could have a
material adverse effect on its business, financial situation, results of operations and prospects and affect its
reputation.
2.20 Risks relating to potential failures in the Group’s information systems
The Group relies on information systems to carry out its activities (in particular with respect to monitoring and
invoicing its services, communicating with its customers, managing its staff and providing the necessary
information to the various operational managers in order to take decisions). Management of the Group’s activity is
more and more dependent on information systems. Despite a policy of continuous reinforcement of the resiliency
and security of the Group’s information systems and information technology infrastructure, any breakdown or
significant interruption resulting from an incident, a computer virus, a computer attack or any other cause could
have a negative effect on the conduct of the Group’s activities. In addition, the Group outsources certain of its
information systems in order to optimise management of its resources and improve the efficiency of its
information technology infrastructure. It therefore relies on the quality of the work performed by its service
providers. As a result, despite the care it exercises in selecting its partners, the Group is exposed to the risk that
such partners may fail to carry out their obligations. The occurrence of such events could have a material adverse
effect on the Group’s business.
3. Risks relating to the Issuer
3.1 Risks relating to the holding company structure
The Issuer is the Group’s parent company. As a holding company, its principal assets consist of direct or indirect
shareholdings in the various subsidiaries which generate the Group’s cash flow. As a result, the Issuer’s revenues
essentially come from dividends received from its subsidiaries, invoicing for services carried out on behalf of
subsidiaries, intra-group interest and loan repayments by subsidiaries, and also from tax consolidation income as
the head of a tax consolidation group and its French direct and indirect subsidiaries of which it holds 95% or more
of the share capital. As a result, the Issuer’s financial statements and the changes thereto from year to year only
14
partially reflect the Group’s performance, and do not necessarily reflect the same trends as the consolidated
financial statements.
Moreover, the ability of the Issuer’s subsidiaries to make these payments to the Issuer may be at risk depending on
the changes in their activities or regulatory limits. Dividend distributions or other financial flows may also be
limited due to various undertakings such as credit agreements entered into by these subsidiaries (see Section “Risk
Factors – 3.3. Risks relating to indebtedness and financial covenants” of this Prospectus) or by reason of tax
constraints making financial transfers more difficult or expensive.
Any decrease in dividends paid by the Group’s subsidiaries to the Issuer, whether due to a deterioration in their
results or due to regulatory or contractual constraints, could thus have a material adverse effect on the Group’s
results of operations, financial situation and prospects.
3.2 Risks relating to management teams
The Group’s success depends to a large extent on the continuity and skills of its current executive management
team, in particular Mr. Gauthier Louette, its Chairman and CEO. In the event of an accident or the departure of
one or more of these executives or other key employees, the Group may be unable to replace them easily, which
could affect its operational performance. More generally, competition in executive recruitment is strong, and the
number of qualified candidates is limited. The Group may be unable to retain the services of executives or key
employees, or, in the future, to attract and retain experienced executive management and key employees.
Moreover, in the event that its executive management or other key employees should join a competitor or create a
competing business, the Group could lose customers, part of its know-how and key employees who may follow
them. These circumstances could have a material adverse effect on the Group’s business, financial situation,
results of operations and prospects.
3.3 Risks relating to indebtedness and financial covenants
3.3.1 Risks relating to the Group’s indebtedness
As of December 31, 2016, the Group’s debt amounted to €1,459.2 million (see Section “Management’s discussion
and analysis of financial condition and results of operations – 3.2.2. Financial Liabilities” of this Prospectus). The
Group’s indebtedness may have negative consequences, such as:
– may require the Group to allocate a substantial portion of the cash flows from (used in) its operating activities
to financing and redeeming its debt, thus reducing the Group’s ability to allocate available cash flows to
finance organic growth, make investments, and meet other general needs of the business;
– may increase the Group’s vulnerability to a slowdown in activity or economic conditions;
– may place the Group in a less favourable position against its competitors that have a lower debt to cash flow
ratio;
– may limit the Group’s flexibility to plan or react to changes in its businesses or the sectors in which it
operates;
– may limit the Group’s ability to make investments intended for growth;
– may limit the Group’s ability to achieve its acquisition policy; and
– may limit the ability of the Group and its subsidiaries to borrow additional funds or raise capital in the future,
and increase the costs of such additional financing.
In addition, the Group’s ability to honour its obligations, pay the interest on its loans, or even refinance or repay its
loans under the conditions stipulated, will depend on its future operational performance and may be affected by a
number of factors (economic context, conditions in the debt market, regulatory changes, etc.), some of which are
beyond the Group’s control.
15
If the Group has insufficient liquid assets to service its debt, it could be forced to reduce or defer acquisitions or
investment, sell assets, refinance its debt or seek additional financing, which could have a material adverse effect
on its business or financial situation. The Group might be unable to refinance its debt or obtain additional
financing under satisfactory terms and conditions.
The Group is also exposed to the risks of interest rate fluctuations insofar as the remuneration on most of its debt
is a floating rate equal to the EURIBOR plus a margin (see Section “Risk Factors – 4.2. Risks relating to interest
rates” of this Prospectus).
3.3.2 Risks relating to restrictive clauses in the financing agreements
The Senior Credit Facilities Agreement requires that the Group comply with certain covenants, primarily financial,
and specific ratios (see Section “Management’s discussion and analysis of financial condition and results of
operations” of this Prospectus). These covenants limit, among others, the Group’s ability to:
– make acquisitions or investments or enter into joint ventures;
– make any type of loans;
– incur any debt or grant guarantees;
– create security interests;
– pay dividends or make distributions to shareholders;
– sell, transfer or assign assets;
– merge or combine with other companies; or
– execute transactions with related entities.
The restrictions contained in the Senior Credit Facilities Agreement, and the contracts relating to the Group’s debt
securitization programme could impact its ability to conduct its business, and limit its ability to react to market
conditions or even to seize any commercial opportunities that arise. For example, these restrictions could affect the
Group’s ability to finance the capital expenditures for its operations, make strategic acquisitions, investments or
alliances, restructure its organization or finance its capital requirements. Moreover, the ability of the Group to
comply with these covenants could be affected by events beyond its control, such as economic, financial or
industrial conditions. The Group’s failure to meet its undertakings or these covenants could lead to default under
the terms of the aforementioned agreements.
In the event of a default that is not remedied or waived, the relevant creditors could terminate their commitment
and/or require that the outstanding amounts be paid immediately. This could activate the cross-default clauses of
other Group loans. This type of event could have a material adverse effect for the Group, even pushing it to
bankruptcy or liquidation.
3.4 Risks relating to maintenance of negative working capital
In recent years, the Group’s working capital requirements have been structurally negative, which has enabled the
Group to self-finance its external growth. The Group cannot guarantee that it will succeed in maintaining negative
working capital in the future.
In the event of an unfavourable economic situation, the Group could experience longer payment periods, delays in
the collection of receivables from certain customers. Conversely, the Group’s suppliers could impose shortened
payment periods on the Group. Moreover, the Group could encounter difficulties in invoicing advances on orders,
or in invoicing on the terms initially negotiated with its customers, in particular due to difficulties that the Group
may encounter at the time of performance of its contractual obligations and the completion of the work. The
16
occurrence of such events could compromise the maintenance of a negative working capital requirement and thus
have a material adverse effect on the Group’s business, financial situation, results of operations and prospects.
3.5 Risks relating to goodwill, other intangible assets and other assets
As of December 31, 2016, goodwill represented €2,207.3 million, of which €64.4 million resulted from
acquisitions made during the financial year ended December 31, 2016 (see Note 6.3 of the appendix to the 2016
Issuer’s Consolidated Financial Statements (as defined below) included in Section “Consolidated financial
statements of the Issuer for the financial year ended December 31, 2016” of this Prospectus). The Group cannot
exclude the possibility that future events may lead to a depreciation of some intangible assets and/or goodwill. As
a result of the significant amount of intangible assets and goodwill on the Group’s balance sheet, any significant
depreciation could have a significant unfavourable effect on its financial situation and results of operations for the
financial year in which such charges are recorded.
As of December 31, 2016, deferred tax assets on the Group’s consolidated balance sheet amounted to €235.4
million. Such deferred tax assets are recorded on the Group’s balance sheet for the amount that the Group believes
it will be able to realise within a reasonable period of time (estimated at five years) and, in any event, before
expiry of the losses, in the case of deferred tax assets relating to tax loss carryforwards. Nevertheless, the Group
may prove unable to realise the expected amount of deferred tax assets if future taxable income and the related
taxes are lower than initially expected. The Group also bases its forecasts as to the use of deferred tax assets on its
understanding of the application of tax regulations, which could be challenged by changes in tax and accounting
regulations, or by tax audits or litigation that could affect the amount of these deferred tax assets. If the Group
believed that it would be unable to realise its deferred tax assets in future years, it would be required to remove
these assets from its balance sheet, which could have a material adverse effect on its results of operations and
financial situation.
4. Market risks
4.1 Liquidity risk
The table below shows the breakdown by maturity date of financial liabilities as of December 31, 2016 by
contractual maturity:
In thousands of euros < 1 year 2-5 years > 5 years Total as of
December 31,
2016
Loans and borrowings from banking institutions
Facility A from the Senior Credit Facilities
Agreement
- 1,125,000 - 1,125,000
Revolving - - - -
Others 1,824 700 - 2,524
Capitalisation of loans and borrowing costs (3,230) (8,123) - (11,353)
Securitization 287,783 - - 287,783
Total bank overdrafts
Bank overdrafts 39,986 - - 39,986
Interest on bank overdrafts 143 - - 143
Other loans, borrowings and financial liabilities
Finance leases 4,911 9,031 64 14,006
Accrued interest on loans 77 - - 77
Other loans, borrowings and financial liabilities 665 241 34 940
17
In thousands of euros < 1 year 2-5 years > 5 years Total as of
December 31,
2016
Derivative instruments 134 - - 134
Financial liabilities 332,293 1,126,849 98 1,459,240
In 2015, the Group entered into a Senior Credit Facilities Agreement with a banking syndicate (see Section
“Management’s discussion and analysis of financial condition and results of operations – 3.2.2. Financial
Liabilities - (i) Senior Credit Facilities Agreement” of this Prospectus).
The Group also has revolving credit facilities which it can draw down for a total amount of €400 million. The
availability of these revolving credit facilities is subject to covenants and other customary undertakings.
For more information on the Group’s liquidity sources, see Section “Management’s discussion and analysis of
financial condition and results of operations – 3. Liquidity and share capital” of this Prospectus.
In addition, the Group has a programme for the assignment of commercial receivables which main terms are the
following:
– Twelve Group subsidiaries participate as assignors under the programme, assigning their receivables to a
special purpose vehicle called “SPIE Titrisation.”
– SPIE Operations participates in the securitization programme as centralizing Agent on behalf of the Group
vis-à-vis the depositary bank, Société Générale.
This transfer of receivables programme provides that the participating companies assign full ownership of their
commercial receivables to the special purpose vehicle “SPIE Titrisation” enabling them to obtain financing in a
total maximum amount of €300 million (see Note 3.11 of the appendix to the 2016 Issuer’s Consolidated Financial
Statements included in Section “Consolidated financial statements of the Issuer for the financial year ended
December 31, 2016” of this Prospectus).
The purpose of the programme, in addition to optimizing receivables management and recovery, is to enable the
Group to gain access to the necessary cash to finance its operations and external growth.
The use of this programme is accompanied by clauses relating to the early repayment of certain bank loans.
As of December 31, 2016, assigned receivables represented a total of €529.4 million, for a total financing of
€287.8 million.
The Group manages its liquidity risk through specific reserves, bank credit facilities and reserve credit facilities,
by preparing cash flow forecasts and by monitoring real cash flow as compared with forecasts, as well as by trying
to align the maturity dates of financial assets and liabilities to the extent possible.
The main stipulations of the existing financing agreements (including covenants, default clause, acceleration
clause) are described in Section “Management’s discussion and analysis of financial condition and results of
operations – 3.2.2. Financial Liabilities” of this Prospectus.
4.2 Risks relating to interest rates
The Group is exposed to the risk of interest rate fluctuations as a result of certain of its debts, for which interest
rates are indexed to the Euro Interbank Offered Rate (“EURIBOR”) plus a margin. EURIBOR could increase
considerably in the future, leading to additional interest rate expense for the Group, reducing available cash flow
for investments, and limiting the Group’s ability to service its debt. The Group’s debt generally does not contain
clauses requiring it to hedge all or part of its exposure to interest rate risk. As of December 31, 2016, the Group’s
18
outstanding floating rate debt amounted to €1,412.3 million, and the Group’s outstanding fixed rate debt amounted
to €47.0 million.
As at December 31, 2016, given the evolution of the floating rates (negative EURIBOR), no interest rate swaps
has been put in place to cover the outstanding debt of the Group. The Group is contemplating the conclusion of
new interest rate swaps in the course of first quarter of 2017.
Fixed rate financial assets and liabilities are not converted into floating rates. The Group examines interest rate
risks relating to the underlying variable rate assets and liabilities on a case-by-case basis. When the Group decides
to hedge these risks, they are hedged by SPIE Operations through an internal rate guarantee at market conditions.
The Group enters into hedges on the market in return for internal guarantees. These swaps are entered into only
from January 1 to December 31, of each year (and are therefore unwound on December 31).
The Group’s exposure to interest rate risk is primarily related to its net financial liabilities. The allocation of the
Group’s financial liabilities between fixed rates and floating rates before and after hedging is set forth below as of
December 31, 2015 and 2016:
In thousands of euros December 31, 2016 December 31, 2015
Summary of liabilities before hedge
Fixed rate 46,977 32,757
Variable rate 1,412,263 1,484,780
Total 1,459,240 1,517,537
Summary of liabilities after hedge
Fixed rate 46,977 32,757
Variable rate 1,412,263 1,484,780
Total (after hedge) 1,459,240 1,517,537
4.3 Risks relating to exchange rates
As of December 31, 2016, 18.9% of the Group’s revenue was generated in currencies other than the euro, mainly
in Sterling Pound and in Swiss Franc, representing 9.3% and 2.8%, respectively, of the Group’s revenue. The
Group presents its consolidated financial statements in euros. As a result, when the Group prepares its
consolidated financial statements, it must translate foreign currency-denominated assets, liabilities, income and
expenses into euros at applicable exchange rates. As a result, fluctuations in exchange rates can affect the value of
these items in the Group’s consolidated financial statements, even if their intrinsic value remains unchanged. The
Group also makes purchases in currencies other than euro (principally in US dollars). Unfavourable exchange rate
fluctuations can affect the cost of such purchases.
Foreign currency risks for transactions of the Group’s French subsidiaries are managed centrally by the
intermediate holding company SPIE Operations, as follows:
– through an internal exchange shortfall guarantee agreement for currency flows corresponding to 100% of the
Group’s operations; and
– through intermediation for currency flows corresponding to equity operations.
19
In both cases, SPIE Operations hedges itself through forward contracts. In addition, with respect to calls for
tender, foreign currency risk is also hedged when possible through COFACE policies. The table below shows the
Group’s exposure to foreign exchange risk with respect to the US dollar, the Swiss Franc and the Sterling Pound
as of December 31, 2016:
In thousands of euros December 31, 2016
Currencies USD
(American
Dollar)
CHF
(Swiss
Franc)
GBP
(Sterling
Pound)
Closing rate 1.0644 1.0747 0.8396
Risks 8,628 9,685 132,966
Hedges (8,605) (4,255) 149
Net positions excluding options 23 5,430 133,115
Sensitivity to the currency rate -10% vs euro
P&L Impact 957 1,076 14,728
Equity Impact 958 473 n/a
Sensitivity to the currency rate +10% vs euro
P&L Impact (783) (880) (12,050)
Equity Impact (784) (387) n/a
Impact on the Group reserves of the cash flow hedge 310 16 n/a
Although the Group monitors and assesses exchange rate trends on a regular basis and protects itself to such
exposure through the use of derivative financial instruments, it cannot exclude the possibility that an unfavourable
movement in the exchange rates mentioned above could have an unfavourable effect on the Group’s consolidated
financial situation and results.
4.4 Credit risk and/or counterparty risk
Credit risk and/or counterparty risk refer to the risk that a counterparty will default on its contractual obligations
resulting in a financial loss for the Group.
The financial instruments that could expose the Group to concentrations of counterparty risk are principally
customer receivables, cash and cash equivalents, investments and derivative financial instruments. Overall, the
carrying amount of financial assets recorded in the Group’s consolidated financial statements for the financial
years ended December 31, 2016 and 2015, net of depreciation, represents the Group’s maximum exposure to credit
risk.
The Group believes that it has very limited exposure to concentrations of credit risk relating to its customer
receivables. The large number and wide distribution of its customers render the risk of customer concentration
immaterial at the level of the Group’s consolidated balance sheet.
In addition, the Group enters into hedging contracts with leading financial institutions and currently believes that
the risk that its counterparties will breach their obligations is quite low, since the Group’s financial exposure to
each of these financial institutions is limited.
4.5 Risks relating to a downgrade of credit ratings
As of the date of this Prospectus, the Issuer has been assigned a rating of BB (stable outlook) by S&P and Ba3
(stable outlook) by Moody’s. A rating may be revised or withdrawn by the rating agencies at any time. Any
20
negative change in an applicable credit rating of the Issuer could negatively affect the Group, in particular its
ability to obtain financing and/or its cost of financing.
5. Legal Risks
5.1 Risks relating to changes in regulations
The Group’s activities are subject to various regulations in France and abroad, in particular with respect to
industrial, safety, health and hygiene or environmental standards. In particular, the Group’s activities in the Oil &
Gas sector and the nuclear industry are subject to strict regulations, the proper application of which is closely
monitored. These standards are complex and subject to change. Although the Group pays careful attention to
compliance with applicable regulations, it cannot exclude the risk of non-compliance. Moreover, the Group could
be forced to incur significant costs in order to comply with changes in regulations and cannot guarantee that it will
always be able to adapt its activities and organizational structure to these changes within the time periods required.
Furthermore, changes in the application and/or interpretation of existing regulations by the authorities and/or the
courts could also be made at any time.
Any inability by the Group to comply with and adapt its activities to new regulations, recommendations, or
national, European or international standards could have a material adverse effect on its business, results of
operations, financial situation and prospects.
5.2 Risks relating to competition law regulations
The Group is subject to competition law regulations at both the national and international level. In the markets
where the Group has a strong presence, such regulations could reduce its operational flexibility and limit its ability
to make new significant acquisitions and implement its growth strategy.
The Group is involved in several competition law proceedings (see Section “Description of the Issuer – 9. Legal
proceedings and arbitration” of this Prospectus). Although the Group has implemented strict internal guidelines,
an ethics policy and a compliance programme in order to ensure compliance with regulations, it cannot exclude the
possibility that agreements or transactions may not follow the instructions given and infringe applicable
regulations, either inadvertently or deliberately. Such practices could damage the Group’s reputation and, if found
liable, expose it to fines or other significant sanctions such as exclusion from certain markets. The occurrence of
such events could have a material adverse effect on the Group’s business, results of operations and financial
situation.
5.3 Risks relating to tax laws and their changes
The Group is subject to complex and changing tax laws in each of the jurisdictions in which it operates. Changes
in tax legislation could have material adverse consequences on the Group’s tax situation, its effective tax rate or
the amount of taxes to which it is subject. Moreover, tax regulations in the various countries where the Group is
present may be interpreted in various manners. The Group is therefore unable to guarantee that the relevant tax
authorities will agree with its interpretation of applicable regulations. A challenge to the Group’s tax situation by
the relevant authorities could lead to payment by the Group of additional taxes, reassessments and potentially large
fines, or to an increase in the costs of the Group’s products or services in order to collect these taxes. This could
have a material adverse effect on the Group’s business, results of operations, financial situation and prospects.
5.4 Risks relating to the ability of the Group to deduct interest for tax purposes
Articles 212 bis and 223-B bis of the French Code général des impôts restrict the amount of net interest expenses
that may be deducted from the taxable income for corporate income tax purposes, subject to certain conditions and
exceptions, at 75% thereof.
According to the Group, this limit should deprive it of the ability to make a deduction of approximately €7.2
million in 2017 (based on the current rules and available information at the date of this Prospectus).
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Moreover, under the French rules relating to thin-capitalization, the deduction of interest paid in respect of loans
granted by a related party and, subject to certain exceptions, on loans granted by third parties but guaranteed by a
related party, is allowed, under certain conditions but subject to limits, in accordance with Article 212 of the
French Code général des impôts.
The impact of these rules on the Group’s ability to deduct interest expenses from the taxable income for corporate
income tax purposes may increase its tax burden and have a significant negative impact on its results and financial
situation.
5.5 Risks relating to the ability of the Group to use its tax losses
The Group has significant tax losses. Its ability to use these losses will depend on a number of factors, including,
(i) the ability to generate a taxable income on which the tax loss carry forwards can be attributed, (ii) under Article
209 of the French Code général des impôts the general limitation of the amount of French tax loss carry forwards
that may be used to offset taxable profits of a given fiscal year to €1 million plus 50% of the portion of such
taxable profits exceeding €1 million and other more specific restrictions relating to the use of certain categories of
losses and (iii) the consequences of tax current or future audits and tax-related proceedings.
The impact of these factors may increase the Group’s tax burden and have a negative impact on the Group’s cash
flows, effective tax rate, financial situation and results.
5.6 Risks relating to litigation and investigations in progress
In the ordinary course of business, the Group’s companies may be involved in a certain number of legal,
administrative, criminal or arbitration proceedings relating in particular to civil liability, competition, intellectual
and industrial property, taxation, environmental matters and discrimination. The most significant on-going
disputes for which the Group has received notice are detailed in Section “Description of the Issuer – 9. Legal
proceedings and arbitration” of this Prospectus. In connection with some of these proceedings, monetary claims
of a significant amount have been or could be made against one or more of the Group’s companies. The
corresponding provisions that the Group could be required to record in its accounts could prove insufficient.
Moreover, the possibility cannot be excluded that in the future, new proceedings, whether or not related to current
proceedings, relating to the risks identified by the Group or to new risks, could be brought against one of the
Group’s companies. Finally, although the Group believes that many of these ongoing proceedings are covered by
existing liability guarantees, there can be no assurance that such liability guarantees will not be challenged or that
any resulting indemnity payments made thereunder, either in their timing or amount, will be sufficient to avoid a
negative impact on the Group.
These proceedings, if their outcome were unfavourable, could thus have a material adverse effect on the Group’s
business, results of operations, financial situation and prospects.
5.7 Risks relating to claims
The Group may encounter difficulties in the performance of its contractual obligations. Moreover, it relies on
partners, suppliers and subcontractors in order to carry out its projects. The Group may be subject to claims from
customers, suppliers or subcontractors; it may also initiate claims against them. Such claims may be subject to
counterclaims for breach of contractual terms or any other material consequence, incomplete work or malfunction,
breach of warranties and/ or delay, as well as claims for the cancellation of projects. Claims and counterclaims
may involve an award of damages or the payment of contractually agreed upon amounts, such as penalty clauses.
If the claims are discontinued in connection with commercial agreements or settlements, they may be the subject
of judicial or arbitration proceedings, which can be long and onerous. The financial costs and charges associated
with these claims, or the failure to recover sufficient damages or amounts in connection with these claims, could
have a material adverse effect on the Group’s business, results of operations, financial situation and prospects.
22
5.8 Risks relating to insurance
The Group has entered into insurance policies covering a wide range of risks and endeavours to maintain a level of
insurance coverage appropriate to the nature of its activity. However, insurance policies are subject to customary
limitations such as (deductibles and caps). Moreover, not all claims are covered, and the Group cannot exclude the
possibility that it will be faced with a major incident not covered by any of its insurance policies. Furthermore, the
occurrence of several events resulting in substantial claims for damages within a calendar year may have a
material adverse effect on the Group’s business and financial situation. In addition, the premiums paid for these
policies may grow as a result of the Group’s claims history or as a result of a general price increase on the
insurance market. Thus, the Group cannot guarantee that it will succeed in maintaining its current insurance
coverage or be able to do so at a reasonable cost.
6. Risks relating to the acquisition of SAG
On December 23, 2016, the Issuer entered into an acquisition agreement in relation to the acquisition of the SAG
group (“SAG”) (see Section “Description of the Acquisition and of the SAG group” of this Prospectus). The
completion of the Acquisition is contemplated by the end of March 2017, subject to usual condition precedents
and antitrust approval by the European Commission. The Acquisition is subject to significant risks and
uncertainties, including those described below. Should these risks materialize, they could have a material adverse
effect on the Group, its business, its financial condition, its results of operations or prospects, including those set
out in Sections “Management’s discussion and analysis of financial condition and results of operations – 4. 2017
Financial objectives” and “Description of the Acquisition and of the SAG group – 2. Presentation of the
Acquisition - Synergies” of this Prospectus.
6.1 The Group may fail to realize the synergies and other benefits anticipated from the Acquisition
The success of the Acquisition will depend on the effective realization of the anticipated synergies and economies
of scale, as well as on the Group’s ability to maintain SAG’s development potential and to effectively integrate
SAG. The integration process relating to SAG involves inherent costs and uncertainties. The synergies and other
benefits that the Acquisition is expected to generate (including growth opportunities, cost savings, increased
revenues and profits) are particularly dependent on the quick and efficient coordination of the Group’s and SAG’s
activities (operations, technical and informational systems), as well as on the ability to maintain SAG’s customer
base and effectively capitalize on the expertise of the two groups in order to optimize development efforts.
Completion of the Acquisition has required, and the successful integration of SAG will continue to require, a
significant amount of management time and, thus, may impair management’s ability to run the business effectively
during the integration period.
Any difficulties, failures, material delays or unexpected costs of the integration process that might be encountered
in the integration of SAG could result in higher implementation costs and/or lower benefits or revenue than
anticipated, which could have a material adverse effect on the activities, results and financial condition of the
Group or on the Group’s ability to meet its objectives.
6.2 Completing the Acquisition is contingent on satisfying several conditions precedent, and a delay or
failure to meet them could have an adverse impact on the planned acquisition and the Group
Pursuant to the terms of the share purchase agreement, the Acquisition is contingent on fulfilling certain
conditions customary for this type of transaction, including the requirement to obtain the anti-trust clearance from
the European Commission, seller’s compliance with certain undertakings (in particular, the termination of certain
financing agreements and resignation of certain SAG board members), and seller’s compliance with certain
covenants customary for this type of transaction. The Group cannot be certain that all conditions precedent will be
satisfied, or that antitrust clearance will be obtained under conditions favorable to the Group or at all. The
competent authorities could require the sale of certain assets or activities. The absence of, delay in, or submission
to conditions or obligations that impede the satisfaction of any of the conditions precedent could result in a failure
23
to complete the Acquisition or adversely affect the Acquisition, and therefore have a material adverse effect on the
activities, results and financial condition of the Group or on the Group’s ability to meet its objectives.
Last, the Acquisition is expected to be consummated in accordance with the terms of the acquisition agreement
which may be amended at any time by the parties thereto. Any amendment made to the acquisition agreement may
make the Acquisition less attractive.
6.3 The Group may not be able to retain SAG’s key managers or employees following the Acquisition
Beyond the expected evolution of SAG’s human resources, including planned departures that were anticipated
independently of the Acquisition (such as moves or retirements), the Group may face difficulties in retaining some
of its own or SAG’s key employees due to uncertainties about or dissatisfaction with their new roles in the
integrated organization following the Acquisition. As part of the integration process, the Group will have to
address issues inherent to the management and integration of a greater number of employees with distinct
backgrounds, profiles, compensation structures and cultures, which could lead to disruption in its ability to run its
operations as intended and therefore adversely affect its ability to meet its objectives.
6.4 The Group’s due diligence in connection with the Acquisition may not have revealed all relevant
considerations or liabilities of SAG
The Group conducted due diligence on SAG in order to identify facts that it considered relevant to evaluate the
Acquisition, including the determination of the price the Group agreed to pay, and to formulate a business strategy.
However, the information provided to the Group and its advisors during the due diligence process may nonetheless
have been incomplete, inadequate or inaccurate. If the due diligence investigations failed to correctly identify
material issues and liabilities that may be present in SAG, or if the Group did not correctly evaluate the materiality
of some of the risks, the Group may be subject to significant, previously undisclosed liabilities of the acquired
business and/or subsequently incur impairment charges or other losses. If this were to occur, it could contribute to
lower operational performance than what was originally expected or result in additional difficulties with respect to
the integration plan, which could have a material adverse effect on the activities, results and financial condition of
the Group or on the Group’s ability to meet its objectives.
6.5 The Issuer does not currently control SAG and will not control SAG until completion of the
Acquisition
SAG is currently controlled by its existing shareholders. The Issuer will not obtain control of SAG until the
completion of the Acquisition. The Issuer cannot guarantee that the existing shareholders will operate the business
of SAG during the interim period in the same way that the Issuer would.
In addition, information relating to SAG, its activities, financial results and markets included in this Prospectus is
based on information provided by SAG in the course of the acquisition process. In particular, the financial
information related to SAG relating to the financial years ended December 31, 2015 and 2016 has been extracted
or is derived from the audited consolidated financial statements of SAG prepared by SAG only, in accordance with
International Financial Reporting Standards as adopted by the European Union, and audited by
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft.
6.6 The acquisition of SAG may trigger change of control clauses
SAG is a party to joint ventures, supply contracts and debt and other instruments that may contain change of
control clauses or similar provisions. Although under certain agreements the relevant counterparties of SAG have
consented to the change of control prior to the completion of the Acquisition, the completion of the Acquisition
and the consequent change of control of SAG may trigger or allegedly trigger such clauses, which may provide for
or permit the early termination of the relevant agreement(s), or result in other consequences that could have a
material adverse effect on the activities, results and financial condition of the Group or on the Group’s ability to
meet its objectives.
24
6.7 The Group has incurred and will incur substantial transaction costs in connection with the
Acquisition
The Group has incurred and will continue to incur significant transaction fees and other costs associated with the
Acquisition. These fees and costs include financing, financial advisory, legal and accounting fees and expenses.
Additional unanticipated costs may be incurred in the context of the Acquisition.
6.8 The unaudited pro forma consolidated financial information of the Group may not be indicative of
the results of the Group further to completion of the Acquisition.
This Prospectus contains unaudited pro forma consolidated financial information to reflect the Acquisition and the
related financing transactions as if they had occurred on January 1, 2016, prepared on the basis of the 2016 audited
consolidated financial statements provided by SAG. The unaudited pro forma consolidated financial information is
based on preliminary estimates and assumptions which the Group believes to be reasonable and is being furnished
solely for illustrative purposes. The estimates and assumptions used in the preparation of the unaudited pro forma
consolidated financial information in this prospectus may be materially different from the Group’s actual or future
results. Accordingly, the unaudited pro forma consolidated financial information included in this Prospectus does
not purport to indicate the results that would have actually been achieved had the transactions been completed on
the assumed date or for the periods presented, or which may be realized in the future, nor does the unaudited pro
forma consolidated financial information give effect to any events other than those discussed in the unaudited pro
forma consolidated financial information and related notes. As a result, investors should not place undue reliance
on the unaudited pro forma consolidated financial information presented in this Prospectus.
6.9 The completion of the Acquisition will increase the Group’s exposure to Germany and the energy
market.
Further to the completion of the Acquisition, the Group will significantly increase its capacities in the energy
infrastructure services and establish a leading position in Germany. During the financial year ended December 31,
2016, 18.0% of the Group production was generated out of Germany & Central Europe; on a pro forma basis
(including the SAG activities), 33% would have been generated out of Germany & Central Europe.
Although the Group believes that the Acquisition will enhance the Group’s position as a major pan-European
technical services provider, the Acquisition will lead to an increased exposure of the Group towards the German
market and the energy sector, which have experienced in the recent past significant changes. The deterioration of
current economic conditions in Germany or in the energy infrastructure services industry could therefore have a
material adverse effect on the activities, results and financial conditions of the Group or on its ability to meet its
objectives.
7. Risks relating to the Bonds
7.1 General risks relating to the Bonds
7.1.1 The Bonds may not be a suitable investment for all investors
Each potential investor in the Bonds must determine the suitability of that investment in light of its own
circumstances. In particular, each potential investor should:
(i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and
risks of investing in the Bonds and the information contained or incorporated by reference in this
Prospectus or any applicable supplement;
(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular
financial situation, an investment in the Bonds and the impact such investment will have on its overall
investment portfolio;
25
(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds,
including where the currency for principal or interest payments is different from the potential investor’s
currency;
(iv) understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant indices
and financial markets; and
(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,
interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
7.1.2 Modification
The Terms and Conditions of the Bonds contain provisions for calling meetings of Bondholders to consider
matters affecting their interests generally. These provisions permit defined majorities to bind all Bondholders
including Bondholders who did not attend and vote at the relevant meeting and Bondholders who voted in a
manner contrary to the majority. The meetings of Bondholders may deliberate on any proposal relating to the
modification of the Terms and Conditions of the Bonds including any proposal, whether for arbitration or
settlement, relating to rights in controversy or which were the subject of judicial decisions, as more fully described
in Condition 11 of the Terms and Conditions.
7.1.3 Change of law
The Terms and Conditions of the Bonds and the Guarantees are based on applicable law in effect as at the date of
this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change in
applicable law or official application or interpretation of applicable law after the date of this Prospectus.
7.1.4 French insolvency law
Under French insolvency law holders of debt securities are automatically grouped into a single assembly of
holders (the “Assembly”) in order to defend their common interests if a safeguard procedure (procédure de
sauvegarde), accelerated safeguard procedure (procédure de sauvegarde accélérée), accelerated financial
safeguard procedure (procédure de sauvegarde financière accélérée) or a judicial reorganization procedure
(procédure de redressement judiciaire) is opened in France with respect to the Issuer. The Assembly comprises
holders of all debt securities issued by the Issuer regardless of their governing law. The Assembly deliberates on
the proposed safeguard plan (projet de plan de sauvegarde), the proposed accelerated safeguard plan (projet de
plan de sauvegarde accélérée), accelerated financial safeguard plan (projet du plan de sauvegarde financière
accélérée) or judicial reorganization plan (projet de plan de redressement) applicable to the Issuer and may further
agree to:
– increase the liabilities (charges) of holders of debt securities (including the Bondholders) by rescheduling due
payments and/or partially or totally writing off receivables in form of debt securities;
– establish an unequal treatment between holders of debt securities (including the Bondholders) as appropriate
under the circumstances; and/or
– decide to convert debt securities (including the Bonds) into securities that give or may give right to share
capital.
Decisions of the Assembly will be taken by a two-thirds majority (calculated as a proportion of the amount of debt
securities held by the holders who voted during such Assembly; notwithstanding any clause to the contrary and the
law governing the issuance agreement). No quorum is required for the Assembly to be validly held.
Stipulations relating to the representation of holders of the Bonds will not be applicable if they depart from any
imperative provisions of French insolvency law that may be applicable.
The procedures, as described above or as they may be amended, could have an adverse impact on holders of the
Bonds seeking repayment in the event that the Issuer or its subsidiaries were to become insolvent.
26
7.1.5 Credit Risk
Bondholders are exposed to the credit risk of the Issuer. Credit risk refers to the risk that the Issuer may be unable
to meet its financial obligations under the Bonds. If the creditworthiness of the Issuer deteriorates, the value of the
Bonds may also decrease and investors selling their Bonds prior to maturity may lose all or part of their
investment.
7.1.6 Market value of the Bonds
The market value of the Bonds will be affected by the creditworthiness of the Issuer and a number of additional
factors.
The value of the Bonds depends on a number of interrelated factors, including economic, financial and political
events in France or elsewhere, including factors affecting capital markets generally and the stock exchanges on
which such Bonds are traded. The price at which a holder of such Bonds will be able to sell such Bonds prior to
maturity may be at a discount, which could be substantial, from the issue price or the purchase price paid by such
purchaser.
7.1.7 Legal investment considerations may restrict certain investments
The investment activities of certain investors are subject to legal investment laws and regulations, or review or
regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and
to what extent (1) the Bonds are legal investments for it, (2) the Bonds can be used as collateral for various types
of borrowing and (3) other restrictions apply to its purchase, sale or pledge of any Bonds. Financial institutions
should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the
Bonds under any applicable risk-based capital or similar rules.
7.2 Risks related to the market generally
7.2.1 The secondary market generally
An established trading market in the Bonds may never develop or if a secondary market does develop, it may be
illiquid. Although this Prospectus will be filed with the AMF as the Bonds are expected to be admitted to trading
on Euronext Paris, there is no assurance that such filings will be accepted, that the Bonds will be so admitted or
that an active market will develop. Therefore, investors may not be able to sell their Bonds in the secondary
market (in which case the market or trading price and liquidity may be adversely affected) or may not be able to
sell their Bonds at prices that will provide them with a yield comparable to similar investments that have a
developed secondary market.
7.2.2 Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Bonds in euro. This presents certain risks relating to currency
conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the
“Investor’s Currency”) other than euro. These include the risk that exchange rates may change significantly
(including changes due to devaluation of the euro or revaluation of the Investor’s Currency) and the risk that
authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An
appreciation in the value of the Investor’s Currency relative to the euro would decrease (i) the Investor’s Currency-
equivalent yield on the Bonds, (ii) the Investor’s Currency-equivalent value of the principal payable on the Bonds
and (iii) the Investor’s Currency-equivalent market value of the Bonds.
Government and monetary authorities may impose (as some have done in the past) exchange controls that could
adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than
expected, or no interest or principal.
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7.2.3 Interest rate risks
Investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely affect the
value of the Bonds.
While the nominal interest rate of a fixed interest rate bond is fixed during the life of such a bond or during a
certain period of time, the current interest rate on the capital market (market interest rate) typically changes on a
daily basis. As the market interest rate changes, the price of such bond changes in the opposite direction. If the
market interest rate increases, the price of such bond typically falls, until the yield of such bond is approximately
equal to the market interest rate. If the market interest rate decreases, the price of a fixed rate bond typically
increases, until the yield of such bond is approximately equal to the market interest rate. Bondholders should be
aware that movements of the market interest rate can adversely affect the price of the Bonds and can lead to losses
for the Bondholders if they sell Bonds during the period in which the market interest rate exceeds the fixed rate of
the Bonds.
7.2.4 The transfer of the Bonds is restricted
The Bonds have not been and will not be registered under the Securities Act. Accordingly, the Bonds may not be
offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act and all other applicable laws. These restrictions may limit the
ability of investors to resell the Bonds. It is the obligation of investors in the Bonds to ensure that all offers and
sales of the Bonds within the United States and any other countries comply with applicable securities laws. The
Issuer has not agreed to or otherwise undertaken to register the Bonds under the Securities Act, and does not have
any intention to do so. See Section “Subscription and Sale” of this Prospectus.
7.3 Risks relating to the particular structure of the Bonds
7.3.1 The Bonds may be redeemed prior to maturity
In the event that the Issuer would be obliged to increase the amounts payable in respect of any Bonds due to any
withholding or deduction for or on account of any present or future taxes, duties or assessments of whatever nature
imposed or levied by or on behalf of the Republic of France or any political subdivision thereof or any authority
therein or thereof having power to tax, the Issuer may, and in certain circumstances shall be required to, redeem
all, but not some only, of the outstanding Bonds in accordance with the Terms and Conditions of the Bonds.
In addition, the Issuer has the option to redeem all or any of the outstanding Bonds, as provided in Condition 7.4
(Redemption at the Option of the Issuer) of the Terms and Conditions of the Bonds. During the period when the
Issuer may elect to redeem the Bonds, the market value of the Bonds generally will not rise substantially above the
price at which they can be redeemed. This also may be true prior to any redemption period.
Furthermore, the Issuer may be unable to redeem the Bonds at the Maturity Date. The Issuer could also be
compelled to redeem the Bonds if an event of default or a Change of Control (as defined in Condition 7.6
(Redemption at the Option of the Bondholders (Change of Control)) of the Terms and Conditions of the Bonds)
were to occur. If the Bondholders, upon an event of default or a Change of Control, were to require from the Issuer
the redemption of their Bonds, the Issuer cannot guarantee that it will be able to pay the whole required amount.
The Issuer’s capacity to redeem the Bonds will in particular depend on its financial situation at the time of the
redemption and may be limited by any applicable legislation, by the conditions of its indebtedness and also by any
new financings in place at that date and which shall replace, add or modify the existing or future debt of the Issuer.
Furthermore, the Issuer’s failure to redeem the Bonds may result in an event of default pursuant to the terms and
conditions of another loan.
In addition, if (i) the Issuer publicly announces that it is no longer pursuing the consummation of the Acquisition
or (b) the Acquisition has not been completed on or prior to September 30, 2017, the Issuer shall redeem all (but
not some only) of the Bonds then outstanding (see Condition 7.5 (Redemption by the Issuer upon the occurrence
of a Special Mandatory Redemption Event) of the Terms and Conditions of the Bonds). There is no escrow
account for or security interest in the proceeds of Bonds for the benefit of Bondholders, and such Bondholders will
28
therefore be subject to the risk that the Issuer may be unable to finance the special mandatory redemption if it is
triggered. Whether or not the special mandatory redemption provision is ultimately triggered, it may adversely
affect trading prices for the Bonds prior to September 30, 2017. Bondholders will have no rights under the special
mandatory redemption provisions if the Acquisition is consummated on or prior to September 30, 2017 or if the
acquisition agreement is amended in a manner detrimental to the Bondholders.
In the event the Issuer redeems the Bonds as provided in Condition 7, an investor generally may not be able to
reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Bonds being
redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider
reinvestment risk in light of other investments available at that time.
7.3.2 Exercise of put option in respect of certain Bonds may affect the liquidity of the Bonds in respect of
which such put option is not exercised
Depending on the number of Bonds in respect of which the put option provided in Condition 7.6 (Redemption at
the Option of the Bondholders (Change of Control)) of the Terms and Conditions of the Bonds is exercised, any
trading market in respect of those Bonds in respect of which such put option is not exercised may become illiquid.
7.3.3 Purchases by the Issuer in the open market or otherwise (including by tender offer) in respect of
certain Bonds may affect the liquidity of the Bonds which have not been so purchased
Depending on the number of Bonds purchased by the Issuer as provided in Condition 7.7 (Purchases) of the Terms
and Conditions of the Bonds, any trading market in respect of those Bonds that have not been so purchased may
become illiquid.
7.3.4 Credit rating of the Bonds
The Bonds have been assigned a rating of BB by S&P and Ba3 by Moody’s. The rating assigned to the Bonds by
the rating agency is based on the Issuer’s financial situation, but takes into account other relevant structural
features of the transaction, including, inter alia, the terms of the Bonds, and reflects only the views of the rating
agency. The rating may not reflect the potential impact of all risks related to structure, market, additional factors
discussed in this paragraph, and other factors that may affect the value of the Bonds. The rating addresses the
likelihood of full and timely payment to the Bondholders of all payments of interest on each interest payment date
and repayment of principal on the final payment date. There is no assurance that any such rating will continue for
any period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by the rating agency
as a result of changes in or unavailability of information or if, in the rating agency’s judgement, circumstances so
warrant. A credit rating and/or a corporate rating are not a recommendation to buy, sell or hold securities. Any
adverse change in an applicable credit rating could adversely affect the trading price for the Bonds.
7.3.5 Restrictive covenants
The Bonds do not restrict the Issuer from incurring additional debt. The Terms and Conditions of the Bonds
contain a negative pledge that prohibits the Issuer in certain circumstances from creating security over assets, but
only to the extent that such is used to secure other bonds or similar listed or quoted debt instruments, and there are
certain exceptions to the negative pledge. The Terms and Conditions of the Bonds do not contain any other
covenants restricting the operations of the Issuer, or its ability to distribute dividends or buy back shares.
7.3.6 Risks relating to the ability of the Guarantors to make payments due under the Guarantee
The Guarantors guarantee the due payment of all sums expressed to be due and payable under the Bonds, subject
to the conditions described in Section “Description of the Guarantees” of this Prospectus. As at December 31,
2015, the Original Guarantors represented a total contribution of €3,659,529 to the Group’s consolidated revenue
(i.e., 67.8%), a total contribution to the Group’s consolidated EBITDA of €288,124 (i.e., 74.0%), a total
contribution to the Group’s net debt of €654,933 and a total contribution to the Group’s total equity of €180,999.
In the event of implementation of the Guarantees, the Guarantors may not be in a position to pay all sums
expressed to be due under their respective Guarantees. The ability of the Guarantors to pay the due sums will
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depend on their financial position at the time of such payment and may be limited by applicable law (in particular
if the Guarantors are subject to insolvency proceedings), by the terms of their indebtedness and by the conditions
of new financings at that time which may replace, supplement or amend its present or future indebtedness.
7.3.7 The ranking of the Guarantees does not affect in any way the capacity of the Guarantors to dispose
of their assets or to grant any security over such assets
The Guarantees constitute direct, unconditional, unsubordinated and unsecured obligations of the Guarantors, and
rank and will rank pari passu and (subject to such exceptions as are from time to time mandatory under French
law or, in case of any Guarantor incorporated outside France, the laws of the jurisdiction where such Guarantor is
incorporated) equally and rateably with all other present or future unsubordinated and unsecured obligations of the
Guarantors. The ranking of the Guarantees does not affect in any way the right of the Guarantors to dispose,
subject to the provisions of Condition 4 (Negative Pledge) of the Terms and Conditions of the Bonds, of their
assets or grant any security in respect of such assets in any other circumstances (see Section “Description of the
Guarantees” below).
7.3.8 The Guarantees are subject to certain limitations on enforcement and may be limited by applicable
laws or subject to certain defences that may limit their validity and enforceability
The Guarantees are subject to the relevant Guarantees limitations described in Section “Description of the
Guarantees – 2. Guarantees Limitations” of this Prospectus. In particular, no French Guarantor is acting jointly
and severally with the other Guarantors and no French Guarantor shall therefore be considered as “co-débiteurs
solidaire” with the other Guarantors as to its obligations pursuant to the Guarantee. Furthermore, certain
Guarantees will, and the additional Guarantees might, be limited to the maximum amount that can be guaranteed
or secured by the relevant Guarantor without rendering the relevant Guarantee voidable or otherwise ineffective
under applicable law and enforcement of each Guarantee would be subject to certain generally available defenses.
In particular, the Guarantees of each of the French Guarantors are limited to an amount equal to the aggregate of
all amounts on-lent directly or indirectly to that French Guarantor and/or its Subsidiaries. These laws and defenses
include those that relate to corporate benefit, fraudulent transfer or conveyance, voidable preference, financial
assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of
creditors generally. Such limitations may adversely affect the validity and enforceability of the Guarantees granted
in respect of the Bonds.
In addition, the Issuer is incorporated under the laws of France and certain of the Guarantors are incorporated or
organized under the laws of various other jurisdictions. The multijurisdictional nature of enforcement over the
Guarantees may limit the realizable value of the Guarantees.
7.3.9 The Guarantees may be released under certain circumstances
Upon the release of any of the Guarantors from its guarantee obligation under the Senior Credit Facilities
Agreement (as defined in Condition 2 (Guarantees) of the Terms and Conditions of the Bonds), the Guarantee
provided by such Guarantor will be automatically and unconditionally released and discharged. In accordance with
the terms of the Senior Credit Facilities Agreement, a guarantor may be released and discharged of its guarantee
obligations under the Senior Credit Facilities Agreement provided that the remaining guarantors under the Senior
Credit Facilities Agreement, as selected by the Issuer, represent in aggregate at least 65 per cent. of the Group’s
EBITDA (calculated on an unconsolidated basis and excluding all intra-group items and investments in
Subsidiaries of any member of the Group) as at the date that the annual financial statements for each financial year
are released. In the event of a release of all guarantee obligations of the Guarantors under the Senior Credit
Facilities Agreement, the Bondholders would become unguaranteed.
7.3.10 Structural subordination due to holding company status
The Issuer and some of the Guarantors are holding companies. Investors will not have any direct claims on the
cash flows or the assets of the Issuer’s or such Guarantors’ subsidiaries and such subsidiaries have no obligation,
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contingent or otherwise, to pay amounts due under the Bonds or to make funds available to the Issuer or the
relevant Guarantor for these payments.
Claims of the creditors of the Issuer’s or such Guarantors’ subsidiaries have priority as to the assets of such
subsidiaries over the claims of the Bondholders. Consequently, Bondholders are in effect structurally subordinated
on insolvency to the prior claims of the creditors of the Issuer’s or the relevant Guarantor’s subsidiaries.
7.4 Risks relating to taxation
7.4.1 Taxation
Potential purchasers and sellers of the Bonds should be aware that they may be required to pay taxes or other
documentary charges or duties in accordance with the laws and practices of the country where the Bonds are
transferred or other jurisdictions. Potential investors are advised not to rely upon the tax summaries contained in
this Prospectus but to ask for their own tax adviser’s advice on their individual taxation with respect to the
acquisition, holding, sale and redemption of the Bonds. Only these advisers are in a position to duly consider the
specific situation of the potential investor. This investment consideration has to be read in conjunction with the
taxation sections of this Prospectus.
7.4.2 The proposed financial transactions tax (FTT)
On February 14, 2013, the European Commission published a proposal (the “Commission’s Proposal”) for a
Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal,
Slovenia and Slovakia (the “participating Member States”). However, Estonia has since stated that it will not
participate.
The Commission’s Proposal has very broad scope and could, if introduced, apply to certain dealings in the Bonds
(including secondary market transactions) in certain circumstances. The issuance and subscription of Bonds
should, however, be exempt.
Under the Commission’s Proposal the FTT could apply in certain circumstances to persons both within and
outside of the participating Member States. Generally, it would apply to certain dealings in the Bonds where at
least one party is a financial institution, and at least one party is established in a participating Member State. A
financial institution may be, or be deemed to be, “established” in a participating Member State in a broad range of
circumstances, including where the financial instrument which is subject to the dealings is issued in a participating
Member State.
The FTT proposal remains subject to negotiation between the participating Member States. It may therefore be
altered prior to any implementation, the timing of which remains unclear.
Additional EU Member States may decide to participate. Prospective holders of the Bonds are advised to seek
their own professional advice in relation to the FTT.
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TERMS AND CONDITIONS OF THE BONDS
The terms and conditions of the Bonds (the “Conditions”) will be as follows:
The issuance of the €600,000,000 3.125 per cent. Bonds due 2024 (the “Bonds”) of SPIE SA (the “Issuer”) has
been authorised pursuant to a resolution of its Conseil d’administration (Board of Directors) adopted on March 9,
2017 and a decision of its Président - Directeur Général dated March 15, 2017. The Guarantees (as defined
below) were authorized by the relevant corporate bodies of the Original Guarantors (as defined below) on March
20, 2017 in respect of each of the French Guarantors, on March 17, 2017 in respect of SPIE GmbH and SPIE
Holding GmbH, on March 13, 2017 in respect of SPIE Limited and SPIE UK Limited and on March 8, 2017 in
respect of SPIE Nederland B.V. and Infrastructure Services & Projects B.V.. The Issuer entered into an Agency
Agreement dated March 20, 2017 (such agreement as amended and/or supplemented and/or restated from time to
time, the “Agency Agreement”) with Société Générale as fiscal agent and paying agent (the “Fiscal Agent”, the
“Paying Agent” and, together with any other paying agents appointed from time to time, the “Paying Agents”,
which term shall include successors) and as calculation agent (the “Calculation Agent”, which term shall include
successors).
1. Form, Denomination and Title
1.1 Form and Denomination
The Bonds are issued on March 22, 2017 (the “Issue Date”) in dematerialised bearer form in the denomination of
€100,000 each. Title to the Bonds will be evidenced in accordance with Articles L.211-3 and R.211-1 of the
French Code monétaire et financier by book-entries (inscription en compte). No physical document of title
(including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be
issued in respect of the Bonds.
The Bonds will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts of the
Account Holders. For the purpose of these Conditions, “Account Holders” shall mean any intermediary
institution entitled to hold accounts, directly or indirectly, with Euroclear France, and includes Euroclear Bank
S.A./N.V. (“Euroclear”) and the depositary bank for Clearstream Banking S.A. (“Clearstream”).
1.2 Title
Title to the Bonds shall be evidenced by entries in the books of Account Holders and will pass upon, and transfer
of Bonds may only be effected through, registration of the transfer in such books.
2. Guarantees
Financière SPIE, SPIE Operations, SPIE Ile-de-France Nord-Ouest, SPIE Ouest-Centre, SPIE Sud-Est, SPIE Sud-
Ouest, SPIE Est, SPIE Nucléaire, SPIE Oil & Gas Services, SPIE ICS, SPIE GmbH, SPIE Holding GmbH, SPIE
Limited, SPIE UK Limited, SPIE Nederland B.V. and Infrastructure Services & Projects B.V. (each, an “Original
Guarantor” and together, the “Original Guarantors”), which are guarantors under the senior facilities agreement
signed by the Issuer on May 15, 2015 (as amended, supplemented, novated or restated from time to time, the
“Senior Credit Facilities Agreement”), have guaranteed the due payment of all sums expressed to be due and
payable by the Issuer or the Guarantors under the Conditions, subject to the relevant Guarantees limitations set out
in Section “Description of the Guarantees” below.
The obligations of the Original Guarantors in this respect arise pursuant to the guarantees executed by the Original
Guarantors dated March 20, 2017 (the “Guarantees”), a description of which appears under Section “Description
of the Guarantees” below.
Subsequent to the Issue Date, if any Subsidiary becomes a guarantor in respect of any obligations under the Senior
Credit Facilities Agreement, then the Issuer shall promptly notify the Representative of the Masse in writing, or, in
the event no Representative is acting at that time, give notice to the Bondholders in accordance with Condition 12,
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and procure that within 30 Business Days of such notification any such Subsidiary (in such capacity, each such
Subsidiary being an “Additional Guarantor” and together with the Original Guarantors, the “Guarantors”)
shall, execute and deliver a guarantee, pursuant to which, subject to applicable laws and relevant limitations, it
guarantees the due payment of all sums expressed to be due and payable by the Issuer or the Guarantors under the
Conditions.
The Representative of the Masse will accept any Guarantees granted subsequently to the Issue Date in accordance
with the provisions of Article L.228-81 of the French Code de commerce.
Upon the release of any of the Guarantors from its guarantee obligation under the Senior Credit Facilities
Agreement, the Guarantee provided by such Guarantor will be automatically and unconditionally released and
discharged.
In accordance with the terms of the Senior Credit Facilities Agreement, a guarantor may be released and
discharged of its guarantee obligations under the Senior Credit Facilities Agreement provided that the remaining
guarantors under the Senior Credit Facilities Agreement, as selected by the Issuer, represent in aggregate at least
65 per cent. of the Group’s EBITDA (calculated on an unconsolidated basis and excluding all intra-group items
and investments in Subsidiaries of any member of the Group) as at the date that the annual financial statements for
each financial year are released.
The Issuer shall promptly notify the Representative of the Masse of the release of any of the Guarantors in writing,
or, in the event no Representative is acting at that time, give notice to the Bondholders in accordance with
Condition 12.
3. Status
3.1 Status of the Bonds
The obligations of the Issuer in respect of the Bonds and any interest payable under the Bonds constitute direct,
general, unconditional, unsubordinated and (subject to the provisions of Condition 4.1) unsecured obligations of
the Issuer and rank and will rank pari passu, without any preference among themselves and, subject to such
exceptions as are from time to time mandatory under French law, with all other present and future unsubordinated
and unsecured obligations of the Issuer.
3.2 Status of the Guarantee
The obligations of the Guarantors under the Guarantee, if any, constitute direct, general, unconditional,
unsubordinated and (subject to the provisions of Condition 4.2) unsecured obligations of the Guarantors and rank
and will rank pari passu, without any preference among themselves and, subject to such exceptions as are from
time to time mandatory under French law or, in case of any Guarantor incorporated outside France, the laws of the
jurisdiction where such Guarantor is incorporated, with all other present and future unsubordinated and unsecured
obligations of the Guarantors.
The rights under any Guarantee granted by a Guarantor incorporated in The Netherlands (i) form an integral part
of the Bonds, (ii) are of interest to a Bondholder only if, to the extent that, and for as long as, it holds a Bond and
(iii) can only be transferred together with all other rights under the relevant Bond.
4. Negative Pledge
4.1 Issuer
So long as any of the Bonds remain outstanding (as defined below), the Issuer will not create or permit to subsist
any mortgage, charge, pledge, lien or other form of encumbrance or security interest which would constitute a
sûreté réelle or its equivalent under any applicable legislation upon all or part of its business (fonds de commerce),
assets or revenues, present or future, to secure any Bond Indebtedness (as defined below), unless the obligations of
the Issuer under the Bonds are equally and rateably secured or guaranteed therewith so as to rank pari passu with
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such Bond Indebtedness. Such undertakings are given only in relation to security interests given for the benefit of
other bondholders and do not affect in any way the right of the Issuer to dispose of its assets or to grant any
security in respect of such assets in any other circumstances.
4.2 Guarantor
Until all payments due under the Guarantees have been paid or the relevant Guarantor is released from its
guarantee obligation under the Senior Credit Facilities Agreement, a Guarantor will not create or permit to subsist
any mortgage, charge, pledge, lien or other form of encumbrance or security interest which would constitute a
sûreté réelle or its equivalent under any applicable legislation upon all or part of its business (fonds de commerce),
assets or revenues, present or future, to secure any Bond Indebtedness (as defined below), without granting the
same ranking security to the Bonds. Such undertakings are given only in relation to security interests given for the
benefit of other bondholders for Bond Indebtedness and do not affect in any way the right of the Guarantor to
dispose of its assets or to grant any security in respect of such assets in any other circumstances.
4.3 Definitions
“Bond Indebtedness” means any other present or future indebtedness for borrowed money in the form of, or
represented by, bonds (obligations) or other securities (including titres de créance négociables) which are for the
time being listed and/or admitted to trading on any stock exchange.
“outstanding” means all the Bonds issued other than (a) those that have been redeemed in accordance with the
Conditions, (b) those in respect of which the date for redemption in accordance with the Conditions has occurred
and the redemption moneys (including all interest accrued on such Bonds to the date for such redemption and any
interest payable after such date) have been duly paid as provided in Condition 6, (c) those in respect of which
claims have become prescribed under Condition 9, and (d) those which have been purchased by the Issuer and that
are held or have been cancelled as provided in the Conditions.
5. Interest
5.1 Interest Payment Dates
The Bonds bear interest from and including the Issue Date. The Bonds bear interest on their outstanding principal
amount from time to time at the rate of 3.125 per cent. per annum, payable annually in arrears on March 22 in each
year (each, an “Interest Payment Date”) commencing on March 22, 2018.
The amount of interest payable in respect of each Bond on each Interest Payment Date shall be €3,125.
5.2 Interest Accrual
Each Bond will cease to bear interest from and including the due date for redemption unless the Issuer defaults in
making due provision for their redemption on said date. In such event, the Bonds will continue to bear interest in
accordance with this Condition (both before and after judgment, as the case may be) until the calendar day
(included) on which all sums in respect of such Bonds up to that calendar day are received by or on behalf of the
relevant holder.
5.3 Calculation of Broken Interest
When interest is required to be calculated in respect of a period of less than a full year, it shall be calculated on an
Actual/Actual (ICMA) basis for each period, that is to say the actual number of calendar days elapsed during the
relevant period divided by 365 (or by 366 if a February 29 is included in such period), the result being rounded to
the nearest cent (half a cent being rounded upwards).
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6. Payments
6.1 Method of Payment
Payments of principal and interest in respect of the Bonds will be made in euro by credit or transfer to a euro
account (or any other account to which euro may be credited or transferred) specified by the payee in a city in
which banks have access to the TARGET System. “TARGET System” means the Trans European Automated
Real Time Gross Settlement Express Transfer (known as TARGET2) system or any successor thereto.
Such payments shall be made for the benefit of the holders of Bonds (the “Bondholders”) to the Account Holders
and all payments validly made to such Account Holders in favour of the Bondholders will be an effective
discharge of the Issuer and the Paying Agents, as the case may be, in respect of such payments.
Payments of principal and interest on the Bonds will, in all cases, be subject to any fiscal or other laws and
regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8.
6.2 Payment only on a Business Day
If any due date for payment of principal or interest in respect of any Bond is not a Business Day (as defined
below), then the Bondholder thereof shall not be entitled to payment of the amount due until the next following
calendar day which is a Business Day and the Bondholder shall not be entitled to any interest or other sums in
respect of such postponed payment.
In these Conditions:
“Business Day” means, any calendar day, not being a Saturday or a Sunday on which the TARGET System is
operating.
6.3 Initial Paying Agent and Calculation Agent
The name of the initial Paying Agent and Calculation Agent and its initial specified office is set out below:
Société Générale
Service aux Emetteurs
32, rue du Champ de Tir
CS 30812
44308 Nantes Cedex 3
France
The Issuer reserves the right at any time to vary or terminate the appointment of a Paying Agent or the Calculation
Agent and to appoint additional or other Paying Agents or a successor Calculation Agent provided that it will at all
times maintain a Fiscal Agent and a Calculation Agent.
Notice of any termination or appointment and of any changes in specified offices shall be given to the
Bondholders promptly by or on behalf of the Issuer in accordance with Condition 12.
7. Redemption and Purchase
7.1 Redemption at Maturity
Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Bonds at
their principal amount on March 22, 2024 (the “Maturity Date”).
7.2 Redemption for Taxation Reasons
If, as a result of any change in, or amendment to, the laws or regulations of the Republic of France or any political
sub-division or any authority thereof or therein having power to tax, or any change in the application or official
interpretation of such laws or regulations, which change or amendment becomes effective after the Issue Date, the
35
Issuer would, on the next Interest Payment Date, be required to pay Additional Amounts (as defined, and as
provided or referred to in Condition 8(2)), and the requirement cannot be avoided by the Issuer, taking reasonable
measures available to it, the Issuer may at its option, at any time, having given not less than 30 nor more than 60
calendar days’ notice to the Bondholders in accordance with Condition 12 (which notice shall be irrevocable),
redeem all outstanding Bonds, but not some only, at any time at their principal amount together with interest
accrued to but excluding the date fixed for redemption, provided that the due date for the redemption of which
notice hereunder shall be given shall be no earlier than the latest practicable date on which the Issuer could make
payment of the full amount payable in respect of the Bonds or, if such date is past, as soon as practicable
thereafter.
7.3 Special Tax Redemption
If the Issuer would on the next Interest Payment Date be prohibited by any law or regulation of the Republic of
France from making the payment of the Additional Amounts as provided or referred to in Condition 8(2), the
Issuer shall, in lieu of making any such payments, at any time, having given not less than 7 calendar days’ notice
to the Bondholders in accordance with Condition 12, redeem all outstanding Bonds, but not some only, at their
principal amount together with interest accrued to but excluding the date fixed for redemption, provided that the
due date for the redemption of which notice hereunder shall be given shall be no earlier than the latest practicable
date on which the Issuer could make payment of the full amount payable in respect of the Bonds or, if such date is
past, as soon as practicable thereafter.
7.4 Redemption at the Option of the Issuer
7.4.1 Pre-Maturity Call Option
The Issuer may, at its option, at any time or from time to time, as from the date which shall be no earlier than 6
months before the Maturity Date, such date being September 22, 2023, to but excluding the Maturity Date, having
given not less than 15 or more than 30 calendar days’ notice to the Bondholders in accordance with Condition 12
(which notice shall be irrevocable), redeem the outstanding Bonds, in whole or in part, at their principal amount
plus any interest accrued to, but excluding, the date fixed for redemption.
7.4.2 Make Whole Redemption by the Issuer
The Issuer may, at its option, at any time or from time to time, prior to September 22, 2023 (the “Optional Make
Whole Redemption Date”), having given not less than 30 or more than 60 calendar days’ notice to the
Bondholders in accordance with Condition 12 (which notice shall be irrevocable), redeem the outstanding Bonds,
in whole or in part, at their Optional Redemption Amount (as defined below).
The Optional Redemption Amount will be calculated by the Calculation Agent and will be an amount in Euro
rounded to the nearest cent (half a cent being rounded upwards) being the greater of (x) 100 per cent. of the
outstanding principal amount of each Bond so redeemed and (y) the sum of the then present values on the relevant
Optional Make Whole Redemption Date of (i) the outstanding principal amount of each Bond and (ii) the
remaining scheduled payments of interest on such Bond for the remaining term of such Bond (determined on the
basis of the interest rate applicable to such Bond (excluding any interest accruing on such Bond from and
including the Issue Date or, as the case may be, the scheduled Interest Payment Date immediately preceding such
Optional Make Whole Redemption Date to, but excluding, such Optional Make Whole Redemption Date)),
discounted from the Maturity Date to such Optional Make Whole Redemption Date on an annual basis at the Early
Redemption Rate (as defined below) plus an Early Redemption Margin (as defined below), plus in each case (x) or
(y) above, any interest accrued on the Bonds to, but excluding the Optional Make Whole Redemption Date.
The determination of any rate or amount, the obtaining of each quotation and the making of each determination or
calculation by the Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties.
The Calculation Agent shall act as an independent expert and not as agent for the Issuer or the Bondholders.
“Early Redemption Margin” means 0.50 per cent. per annum.
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“Early Redemption Rate” means the average of the three quotations given by the Reference Dealers of the mid-
market annual yield to maturity of the Reference Benchmark Security on the fourth business day in Paris
preceding the relevant Optional Make Whole Redemption Date at 11.00 a.m. (Central European time (CET)).
If the Reference Benchmark Security is no longer outstanding, a Similar Security will be chosen by the
Calculation Agent after prior consultation with the Issuer if practicable under the circumstances, at 11.00 a.m.
(Central European time (CET)) on the fourth business day in Paris preceding the Optional Make Whole
Redemption Date, quoted in writing by the Calculation Agent to the Issuer.
“Reference Benchmark Security” means the German government bond (bearing interest at a rate of 1.75 per
cent. per annum and maturing in February 2024 with ISIN DE0001102333).
“Reference Dealers” means each of the three banks selected by the Calculation Agent which are primary
European government security dealers, and their respective successors, or market makers in pricing corporate bond
issues.
“Similar Security” means a reference bond or reference bonds issued by the German government having an
actual or interpolated maturity comparable with the remaining term of the Bonds that would be utilised, at the time
of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities
of comparable maturity to the remaining term of the Bonds.
7.5 Redemption by the Issuer upon the occurrence of a Special Mandatory Redemption Event
Upon the occurrence of a Special Mandatory Redemption Event, the Issuer shall redeem all (but not some only) of
the Bonds then outstanding at the Special Mandatory Redemption Event Price (such redemption, the “Special
Mandatory Redemption”).
In the event that the Issuer becomes obligated to redeem the Bonds pursuant to the Special Mandatory
Redemption, the Issuer will promptly, and in any event not more than 15 Business Days after the occurrence of a
Special Mandatory Redemption Event, notify the Bondholders in accordance with Condition 12 of the Special
Mandatory Redemption and the date upon which the Bonds will be redeemed (the "Special Mandatory
Redemption Date"), which date shall be no later than the third Business Day following the date of such notice.
Unless the Issuer defaults in payment of the Special Mandatory Redemption Event Price, on and after such Special
Mandatory Redemption Date, interest will cease to accrue on the Bonds to be redeemed.
Notwithstanding the foregoing, installments of interest on the Bonds that are due and payable on interest payment
dates falling on or prior to the Special Mandatory Redemption Date will be payable on such interest payment dates
to the registered holders as of the close of business on the relevant record dates in accordance with the Bonds.
For purposes of this Condition:
"Acquisition" means the acquisition of SAG GmbH, a company incorporated under the laws of Germany which is
registered with the Hessen District Court Offenbach Am Main with registered number HRB 42466 and having its
registered office located at Pittlerstr. 44, 63225 Langen, Germany, by the Issuer or any direct or indirect subsidiary
of the Issuer pursuant to the Acquisition Agreement.
"Acquisition Agreement" means the agreement dated as of December 23, 2016, by and among Kerstin S.à.r.l.,
Tolkien Holding Guernsey limited and the Issuer, as amended, supplemented, restated or otherwise modified from
time to time.
"Acquisition Long Stop Date" means September 30, 2017.
"Special Mandatory Redemption Event" means:
(a) the Issuer publicly announces that it is no longer pursuing the consummation of the Acquisition; or
37
(b) completion of the Acquisition not occurring on or prior to the Acquisition Long Stop Date (in which case
the Special Mandatory Redemption Event will be deemed to have occurred on the Acquisition Long Stop
Date).
"Special Mandatory Redemption Event Price" means 100% of the principal amount of the Bonds plus any
interest accrued on such Bonds (if any) to, but excluding, the date set for redemption.
7.6 Redemption at the Option of the Bondholders (Change of Control)
In the event of a Change of Control (as defined below), each Bondholder will have the option (the “Put Option”)
to require the Issuer to redeem or, at the Issuer’s option, purchase all of the Bonds held by such Bondholder on the
Optional Redemption Date (as defined below) at its principal amount together with interest accrued to but
excluding the Optional Redemption Date.
In the event of a Change of Control, the Issuer shall inform the Bondholders by means of a notice published in
accordance with Condition 12 (the “Put Event Notice”), promptly after the effective date of such Change of
Control. The Put Event Notice shall include information to the Bondholders regarding the procedure for exercising
the Put Option, and shall indicate:
(a) the scheduled date for the early redemption of the Bonds (the “Optional Redemption Date”), which shall
fall between the 25th and 30th Business Days following the date of the Put Event Notice;
(b) the redemption amount; and
(c) the period of at least 15 Business Days from the date of the Put Event Notice, during which a Bondholder
must transfer (or cause to be transferred by its Account Holder) its Bonds to be so redeemed or purchased
to the account of the Paying Agent (details of which are specified in the Put Event Notice) for the account
of the Issuer together with a duly signed and completed notice of exercise in the then current form
obtainable from the specified office of the Paying Agent (a “Put Option Notice”) and in which the holder
may specify an account denominated in euro to which payment is to be made. The Put Option Notice
once given shall be irrevocable.
The Put Option Notice shall be received by the Paying Agent no later than five Business Days prior to the
Optional Redemption Date.
The Put Option Notice shall be deemed to be dated on the Business Day on which the last of the two conditions (a)
and (b) below is satisfied, if satisfied at or prior to 5:00 p.m. (Central European time (CET)) or the following
Business Day if such satisfaction occurs after 5:00 p.m. (Central European time (CET)).
(a) the receipt by the Paying Agent of the Put Option Notice sent by the relevant Account Holder in the
books of which the Bonds are held in a securities account;
(b) the transfer of the Bonds to the Paying Agent by the relevant Account Holder.
In this Condition:
“Change of Control" means the acquisition of Control of the Issuer by one or several individual(s) or legal entity
or entities, acting alone or in concert, it being specified that, for the purpose of this definition, “Control” means
holding (directly or indirectly, through the intermediary of companies themselves controlled by the relevant
individual(s) or entities) the majority of the voting rights attached to the shares of the Issuer.
For the purpose of this definition, “acting in concert” has the meaning given to it in article L.233-10 of the French
Code de commerce.
7.7 Purchases
The Issuer, or any of its Subsidiaries (as defined in Condition 10), may at any time purchase Bonds for cash
consideration or otherwise (including, without limitation, by means of exchange) in the open market or otherwise,
38
at any price and on any conditions, subject to compliance with any applicable laws. Bonds so purchased by the
Issuer may be held and resold in accordance with applicable laws for the purpose of enhancing the liquidity of the
Bonds or any other lawful purpose or in any other lawful manner.
7.8 Cancellations
All Bonds which are redeemed will forthwith be cancelled and accordingly may not be reissued or resold.
Bonds that are purchased for cancellation by or on behalf of the Issuer will forthwith be cancelled – in which case
they may not be reissued or resold – or may be held and resold in accordance with applicable laws.
8. Taxation
8.1 Payment without Withholding
All payments of principal, interest and/or other revenues by or on behalf of the Issuer in respect of the Bonds shall
be made free and clear of, and without withholding or deduction for, any taxes, duties or assessments of whatever
nature imposed or levied by or on behalf of the Republic of France or any authority therein or thereof having
power to tax (“Taxes”), unless such withholding or deduction is required by law.
8.2 Additional Amounts
If French law should require that any payments of principal, interest and/or other revenues in respect of the Bonds
by the Issuer and/or payments under the Guarantees be subject to withholding or deduction for or on account of
any present or future Taxes, the Issuer shall pay such additional amounts (“Additional Amounts”) as shall be
necessary in order that the net amounts received by the holders of the Bonds after such withholding or deduction
shall equal the respective amounts of principal, interest and other revenues which would otherwise have been
receivable in respect of the Bonds in the absence of such withholding or deduction; except that no such Additional
Amounts shall be payable with respect to any Bond to, or to a third party on behalf of, a holder who is liable for
such Taxes in respect of such Bond by reason of his having some connection with the Republic of France other
than the mere holding of such Bond.
8.3 Interpretation
Any reference in these Conditions to any amounts in respect of the Bonds shall be deemed also to refer to any
Additional Amounts which may be payable under this Condition.
9. Prescription
Claims against the Issuer for the payment of principal and interest in respect of the Bonds shall become prescribed
ten years (in the case of principal) and five years (in the case of interest) from the Relevant Date (as defined
below).
In these Conditions “Relevant Date” means the date on which the payment first becomes due but, if the full
amount of the money payable has not been received by the Paying Agent on or before the due date, it means the
date on which, the full amount of the money having been so received, notice to that effect shall have been duly
given to the Bondholders by the Issuer in accordance with Condition 12.
10. Events of Default
The Representative of the Masse (as defined in Condition 11), acting upon request of any Bondholder shall, upon
written notice delivered to the Issuer, copied to the Paying Agent, cause all, but not some only, of the outstanding
Bonds to be become immediately due and payable at their principal amount together with interest accrued to but
excluding the date fixed for early redemption (such date being the date on which such notice for payment is
received by the Paying Agent), if any of the following events shall have occurred and be continuing:
39
(a) in the event of default by the Issuer in the payment of principal and interest on any of the Bonds and such
default shall not have been cured within fifteen (15) Business Days thereafter;
(b) in the event of default by the Issuer in the due performance of any provision of the Bonds and such
default shall not have been cured within thirty (30) Business Days after receipt by the Paying Agent of
written notice of such default given by the Representative of the Masse;
(c) any other present or future indebtedness of the Issuer or any of the Material Subsidiaries (as defined
below) for borrowed monies in excess of €50,000,000 (or its equivalent in any other currency), whether
individually or in the aggregate, becomes, following, where applicable, the expiry of any originally
applicable grace period, due and payable (exigible) prior to its stated maturity as a result of a default
thereunder, or any such indebtedness shall not be paid when due or, as the case may be, within any
originally applicable grace period therefor, or any guarantee or indemnity given by the Issuer or any of
the Material Subsidiaries for, or in respect of, any such indebtedness of others shall not be honoured when
due and called upon unless the Issuer or such Material Subsidiary, as the case may be, has disputed in
good faith that such borrowed money is due or such guarantee or indemnity is callable, and such dispute
has been submitted to a competent court in which case such event shall not constitute an event of default
hereunder so long as the dispute has not been finally adjudicated;
(d) a judgement is issued for the judicial liquidation (liquidation judiciaire) or for a transfer of the whole of
the business (cession totale de l’entreprise) or substantially the whole of the business of the Issuer or any
of the Material Subsidiaries or, to the extent permitted by law, the Issuer or any of the Material
Subsidiaries is subject to any other insolvency or bankruptcy proceedings under any applicable laws or
the Issuer or any of the Material Subsidiaries makes any conveyance, assignment or other arrangement for
the benefit of its creditors or enters into a composition with its creditors; or
(e) if the Issuer or a Guarantor is wound up or dissolved or ceases to carry on all or substantially all of its
business except in connection with a merger, consolidation, amalgamation or other form of reorganization
pursuant to which the surviving entity shall be the transferee of or successor to all or substantially all of
the business of the Issuer or such Guarantor and assumes all of the obligations of the Issuer or such
Guarantor with respect to the Bonds.
For the purposes of these Conditions:
“Group” shall mean the Issuer and its Subsidiaries for the time being.
“Material Subsidiary” means a member of the Group which:
(a) holds shares in a person referred to in (b) below; or
(b) has earnings before interest, tax, depreciation and amortization calculated on the same basis as EBITDA
(for the avoidance of doubt, calculated on an unconsolidated basis and excluding intra-Group items)
representing 7.5% or more of EBITDA of the Group, calculated on a consolidated basis.
“Subsidiary” means any corporate body or entity within the meaning of Article L.233-1 of the French Code
de commerce.
11. Representation of the Bondholders
The Bondholders will be grouped automatically for the defence of their common interests in a masse (hereinafter
referred to as the “Masse”).
The Masse will be governed by the provisions of the French Code de commerce with the exception of Articles
L.228-48, L.228-59, R.228-67, R.228-69 and R.228-72 thereof, and by the conditions set out below, provided that
notices calling a general meeting of the Bondholders (a “General Meeting”) and the resolutions passed at any
40
General Meeting and any other decision to be published pursuant to French legal and regulatory provisions will be
published only as provided under Condition 12 below:
(a) Legal Personality: The Masse will be a separate legal entity, by virtue of Article L.228-46 of the French
Code de commerce acting in part through a representative (the “Representative” or the “Representative
of the Masse”) and in part through a General Meeting.
(b) The Masse alone, to the exclusion of all individual Bondholders, shall exercise the common rights,
actions and benefits which now or in the future may accrue with respect to the Bonds.
(c) Representative: The office of Representative may be conferred on a person of any nationality. However,
the following persons may not be chosen as Representative:
- the Issuer, the members of its Board of Directors (Conseil d’administration), its general managers
(directeurs généraux), its statutory auditors, or its employees as well as their ascendants, descendants
and spouse; or
- companies guaranteeing all or part of the obligations of the Issuer, their respective managers
(gérants), general managers (directeurs généraux), members of their Board of Directors (Conseil
d’administration), Executive Board (Directoire) or Supervisory Board (Conseil de surveillance),
their statutory auditors, or employees as well as their ascendants, descendants and spouse; or
- companies holding 10 per cent. or more of the share capital of the Issuer or companies having 10 per
cent. or more of their share capital held by the Issuer; or
- persons to whom the practice of banker is forbidden or who have been deprived of the right of
directing, administering or managing an enterprise in whatever capacity.
The following person is designated as Representative:
DIIS GROUP
12, rue Vivienne
75002 Paris
Email address: [email protected]
The Representative’s remuneration for its services in connection with the Bonds is Euro 500 (VAT excluded) per
year, payable on each Interest Payment Date and for the first time on the Issue Date.
In the event of death, liquidation, incompatibility, resignation or revocation of the Representative, a replacement
will be elected by the General Meeting.
All interested parties will at all times have the right to obtain the name and address of the Representative at the
primary business office of the Issuer and at the offices of the Paying Agent.
(d) Powers of the Representative: The Representative shall (in the absence of any decision to the contrary
of the General Meeting) have the power to take all acts of management necessary in order to defend the
common interests of the Bondholders.
All legal proceedings against the Bondholders or initiated by them, must be brought by or against the
Representative.
The Representative may not interfere in the management of the affairs of the Issuer.
(e) General Meeting: A General Meeting may be held at any time, on convocation either by the Issuer or by
the Representative. One or more Bondholders, holding together at least one-thirtieth of the principal
amount of the Bonds outstanding, may address to the Issuer and the Representative a demand for
convocation of the General Meeting, together with the proposed agenda for such General Meeting. If such
41
General Meeting has not been convened within two months after such demand, the Bondholders may
commission one of their members to petition a competent court in Paris to appoint an agent (mandataire)
who will call the General Meeting.
Notice of the date, hour, place, agenda and quorum requirements of any meeting of a General Meeting
shall be published as provided under the French Code de commerce and on the website of the Issuer
(www.spie.com).
Each Bondholder has the right to participate in a General Meeting in person, by proxy, correspondence,
or, if the statuts of the Issuer so specify, videoconference or any other means of telecommunications
allowing the identification of the participating Bondholders. Each Bond carries the right to one vote.
In accordance with Article R.228-71 of the French Code de commerce which shall apply, the right of each
Bondholder to participate in General Meetings will be evidenced by the entries in the books of the
relevant Account Holder of the name of such Bondholder as of 0:00, Paris time, on the second (2nd
)
business day in Paris preceding the date set for the meeting of the relevant General Meeting.
(f) Powers of the General Meetings: The General Meeting is empowered to deliberate on the dismissal and
replacement of the Representative and also may act with respect to any other matter that relates to the
common rights, actions and benefits of the Bondholders which now or in the future may accrue, including
authorising the Representative to act at law as plaintiff or defendant in the name and on behalf of the
Bondholders.
The General Meeting may further deliberate on any proposal relating to the modification of the
Conditions including any proposal, whether for arbitration or settlement, relating to rights in controversy
or which were the subject of judicial decisions, it being specified, however, that the General Meeting may
not increase the liabilities (charges) to Bondholders, nor establish any unequal treatment between the
Bondholders, nor to decide to convert the Bonds into shares.
General Meetings may deliberate validly on first convocation only if Bondholders present or represented
hold at least a fifth of the principal amount of the Bonds then outstanding. On second convocation, no
quorum shall be required. Decisions at meetings shall be taken by a two-third majority of votes cast by
Bondholders attending such General Meetings or represented thereat.
For the avoidance of doubt, in this Condition 11 “outstanding” shall not include those Bonds purchased
by the Issuer under Condition 7.7 above that are held by it and not cancelled.
(g) Information of Bondholders: Each Bondholder or representative thereof will have the right, during the
15 calendar day period preceding the holding of each General Meeting, to consult or make a copy of the
text of the resolutions which will be proposed and of the reports which will be presented at the meeting,
which will be available for inspection at the principal office of the Issuer, at the offices of the Paying
Agent and at any other place specified in the notice of meeting.
(h) Expenses: The Issuer will pay all reasonable expenses incurred in the operation of the Masse, including
expenses relating to the calling and holding of meetings and the expenses which arise by virtue of the
remuneration of the Representative, and more generally all administrative expenses resolved upon by a
General Meeting, it being expressly stipulated that no expenses may be imputed against interest payable
on the Bonds.
(i) Notices of decisions: Decisions of the meetings shall be published in accordance with the provisions set
out in Condition 12 not more than 90 calendar days from the date thereof.
12. Notices
Any notice to the Bondholders will be valid if delivered to the Bondholders through Euroclear France, Euroclear
or Clearstream, Luxembourg and published on the website of the Issuer (www.spie.com) and, so long as the Bonds
42
are admitted to trading on Euronext Paris and the rules of that stock exchange so require, published in a leading
daily newspaper having general circulation in France (which is expected to be Les Echos) or on the website of
Euronext Paris (www.euronext.com). Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once or on different dates, on the first date on which such publication is
made.
13. Further Issues
The Issuer may, from time to time without the consent of the Bondholders, issue further bonds to be assimilated
(assimilables) with the Bonds as regards their financial service, provided that such further bonds and the Bonds
shall carry rights identical in all respects (or in all respects except for the first payment of interest thereon) and that
the terms of such further bonds shall provide for such assimilation. In the event of such assimilation, the
Bondholders and the holders of any assimilated bonds will, for the defence of their common interests, be grouped
in a single Masse having legal personality.
14. Hardship (Imprévision)
In relation to these Conditions, the Issuer, the Representative and each Bondholder waive any right under Article
1195 of the French Code civil.
15. Cancellation (Caducité)
If, at any time, any other agreement part of the single transaction (même opération) involving the Bonds, is or
becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction or is terminated for any
reason, neither the legality, validity or enforceability of the Conditions and the Bonds shall in any way be affected
or impaired thereby and as a result the Conditions and the Bonds shall not become caducs for the purposes of
Article 1186 of the French Code civil.
16. Governing Law and Submission to Jurisdiction
17. Governing Law
The Bonds shall be governed by the laws of France.
18. Jurisdiction
Any dispute arising out of or in connection with the Bonds will be submitted to the competent courts of the
registered office of the Issuer.
43
USE OF PROCEEDS
The proceeds of the issue of the Bonds will amount to €600 million, of which (i) €460 million will be used by the
Issuer to pay the acquisition price of SAG (including refinancing of the SAG’s existing indebtedness) and (ii)
€140 million will be used for the financing of SAG working capital and general corporate purposes.
44
SELECTED FINANCIAL INFORMATION
The selected financial information presented below is extracted from the English translation of the Issuer’s audited
consolidated financial statements for the financial year ended December 31, 2016, prepared in accordance with
International Financial Reporting Standards (IFRS), as adopted by the European Union, which include restated
comparative data for the financial year ended December 31, 2015 pursuant to IFRS 5 (the “2016 Issuer’s
Consolidated Financial Statements”).
The 2016 Issuer’s Consolidated Financial Statements were the subject of a report by Ernst & Young et Autres and
PricewaterhouseCoopers Audit, the Issuer’s statutory auditors, a free English translation of which is provided in
Section “Statutory auditors’ report on the Issuer’s audited consolidated financial statements for the financial year
ended December 31, 2016” of this Prospectus.
This selected information should be read in conjunction with the information contained in Section “Management’s
discussion and analysis of financial condition and results of operations for the Issuer” and in Section
“Consolidated financial statements of the Issuer for the financial year ended December 31, 2016” of this
Prospectus.
Selected financial information from the consolidated income statement
(In millions of euros) 2016 2015
Restated(1)
Revenue 5,155.7 5,399.2
Operating income 302.3 269.3
Operating income including companies accounted for under
the equity method
302.7 269.6
Pre-tax income 250.4 101.8
Net income from continuing operations 202.5 44.3
Net income 184.0 38.3
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
For a detailed discussion of the selected financial information in the table above, please see Section
“Management’s discussion and analysis of financial condition and results of operations for the Issuer – 2. Analysis
of consolidated income statements for financial years ended December 31, 2016 and December 31, 2015” of this
Prospectus, and in particular Sections 2.7 “Pre-tax Income” and 2.9 “Net income”.
Financial information selected from the consolidated balance sheet
(In millions of euros)
2016 2015
Restated(1)
ASSETS
Intangible assets 777.4 792.0
Goodwill 2,207.3 2,148.9
Total non-current assets 3,386.0 3,352.1
Trade receivables 1,370.9 1,463.9
Other current assets 226.4 227.1
45
(In millions of euros)
2016 2015
Restated(1)
Cash management financial assets 5.5 245.8
Cash and cash equivalents 560.2 358.0
Total current assets from continuing operations 2,222.0 2,353.2
Total current assets 2,237.3 2,367.6
TOTAL ASSETS 5,623.2 5,719.8
LIABILITIES
Equity attributable to owners of the parent 1,415.1 1,318.1
Total equity 1,417.2 1,316.8
Interest-bearing loans and borrowings 1,127.0 1,121.8
Total non-current liabilities 1,742.1 1,785.7
Interest-bearing loans and borrowings (current portion) 332.3 395.7
Trade payables 780.0 901.5
Other current operating liabilities 1,211.1 1,181.4
Total current liabilities from continuing operations 2,447.0 2,605.8
Total current liabilities 2,463.9 2,617.2
TOTAL EQUITY AND LIABILITIES 5,623.2 5,719.8
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
Financial information selected from consolidated cash flows
(In millions of euros) 2016 2015
Restated(1)
CASH AND CASH EQUIVALENTS AT BEGINNING
OF THE PERIOD
551.8 493.6
Net cash flow from (used in) operating activities 358.3 272.9
Net cash flow from (used in) investing activities (197.5) (62.8)
Net cash flow from (used in) financing activities (176.3) (156.6)
Net change in cash and cash equivalents (33.3) 58.2
CASH AND CASH EQUIVALENTS AT END OF THE
PERIOD
518.5 551.8
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year ended December 31, 2016” of this Prospectus).
46
Performance indicators
2016 2015
Restated(1)
Production(2) (in millions of euros) 5,144.5 5,264.0
EBITA(3) (in millions of euros) 352.4 352.7
Cash conversion ratio(4) (%) 122% 105 %
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year ended December 31, 2016” of this Prospectus).
(2) Production corresponds to the “Revenue (as per management accounts)” in the 2016 Issuer’s Consolidated Financial Statements and is
the Group’s operating revenue with proportional consolidation of subsidiaries holding non-controlling interests.
(3) EBITA is the Group operating result. It is calculated before amortization of allocated goodwill (brands, backlogs and customers). EBITA
is not a standardized accounting term with a generally accepted definition. It should not be considered a substitute for operating income, net income or cash flow from (used in) operating activities, or as a measure of liquidity. Other issuers may calculate EBITA in a manner
different to that used by the Group.
(4) The financial year’s cash conversion ratio is the ratio of cash flow from operations for the financial year to EBITA for the same year. Cash
flow from operations corresponds to the sum of EBITA for the financial year, amortization expense for the financial year and changes in working capital requirements and provisions for the financial year relating to the revenue and expense included in EBITA for the financial
year, minus cash flow used in investments (excluding external growth) for the financial year. Cash conversion ratio is not a standardized
accounting term with a generally accepted definition.
Leverage ratio
As of December 31, 2016 and 2015, the net debt/EBITDA ratio of the Group amounted to respectively 2.3x and
2.4x (see Section “Management’s discussion and analysis of financial condition and results of operations for the
Issuer – 3.2.2. Financial liabilities” of this Prospectus).
47
DESCRIPTION OF THE ISSUER
General overview of the Group
The Group is the independent European leader in multi-technical services in the areas of electrical, mechanical and
HVAC1 engineering services and communications systems, as well as in specialized energy services
2. With
approximately 600 locations and approximately 37,600 employees worldwide as at December 31, 2016, the Group
supports its customers to design, build, operate and maintain facilities that are energy efficient and
environmentally friendly. For the financial year ended December 31, 2016, it posted consolidated production of
€5,144.5 million and consolidated EBITA of €352.4 million.
The Group organizes its activities around four operating segments: (i) France (43.8% of consolidated production
for the financial year ended December 31, 2016), (ii) North-Western Europe (26.7% of consolidated production
for the financial year ended December 31, 2016), (iii) Germany & Central Europe (18.0% of consolidated
production for the financial year ended December 31, 2016) and (iv) Oil & Gas and Nuclear (11.5% of
consolidated production for the financial year ended December 31, 2016).
The Group has developed a profitable economic growth model, based on (i) recurring revenues that provide it
strong visibility, (ii) long-term structural growth in its markets, (iii) strict control processes aimed at ensuring
strong performance by local management teams, and (iv) a dynamic policy of targeted acquisitions. Since July
2006, the Group has thus completed 108 acquisitions, most of them bolt-ons. It has developed a strategic position
focused on regions where the market structure and growth dynamics match the Group’s business model and allow
for leading positions.
The Group’s development is focused on three activities: (i) Mechanical and Electrical Services (44% of the
consolidated production for the financial year ended December 31, 2016), which covers installation and renovation
of mechanical, electrical and heat systems, ventilation and air conditioning; (ii) Information & Communications
Technology Services (22% of the consolidated production for the financial year ended December 31, 2016), which
covers facility, improvement and maintenance of communications systems, voice, data, images and information,
and (iii) Technical Facility Management (34% of the consolidated production for the financial year ended
December 31, 2016) which covers operation and technical maintenance of clients’ facilities as well as providing
the necessary means in order for them to function.
The Group provides multi-technical services, primarily including electrical, mechanical and HVAC engineering
services and communications systems in France, Germany & Central Europe (including Switzerland), as well as
North-Western Europe (primarily the United Kingdom, the Netherlands and Belgium) for a large portfolio of
customers consisting notably of businesses in the tertiary, manufacturing and infrastructure sectors, as well as
local government authorities. In 2016, the Group estimates that it is the third largest player in multi-technical
services in France and one of the major players in Germany, the United Kingdom, the Netherlands and Belgium2.
The Group also maintains a strong presence in the specialized sectors of the oil, gas and nuclear industries where it
also provides multi-technical services. As part of its Oil & Gas activities, the Group supports its customers,
principally large domestic and international oil and gas companies, with its technical expertise in more than 30
countries. In the Oil & Gas sector, the Group’s activities focus on production and commissioning of new technical
facilities, as well as operation, maintenance, extension and refurbishment of existing facilities. The Group
estimates that in 2016 it was one of the leading global players in oil and gas industry services2. The Group is also
one of the three largest players in France in technical services specializing in the nuclear industry2. As part of its
nuclear activities, carried out primarily in France among large operators, the Group is active across virtually the
entire nuclear fuel cycle and the corresponding energy production activities (with the exception of ore extracting).
1 Heating, Ventilation and Air - Conditioning. 2 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
48
The services offered by the Group cover the entire life cycle of its customers’ facilities, ranging from design and
installation (new facilities, services representing 21% of the Group’s consolidated production for financial year
2016) to support for operations, maintenance and rehabilitation (asset support, services that account for 79% of the
Group’s consolidated production for financial year ended December 31, 2016 and with approximately a half
represented facilities extension and refurbishment business). Agreements entered into by the Group as an
integrator often involve maintenance activities associated with the provision of installation services. These
agreements are generally entered into for periods of one year with automatic renewal or for renewable terms of
three years, and in the financial year ended December 31, 2016 accounted for approximately 43% of the Group’s
consolidated production. Finally, the Group’s business model is aimed at favouring projects that generate annual
production of under one million euros and avoiding major one-off contracts that present higher levels of risk.
Please refer to the information contained in the Section below “Description of the Issuer – 4. Description of the
Group’s principal activities” of this Prospectus to have a more detailed description of the Group.
1. History and development
1.1 Corporate name
At the date of this Prospectus, the Issuer’s registered name is “SPIE SA”.
1.2 Registration number and place
The Issuer is registered with the Pontoise Trade and Companies Registry under company number 532 712 825.
1.3 Date of incorporation and term
The Issuer was incorporated on May 27, 2011 and registered on May 31, 2011. The term of the Issuer is 99 years,
unless it is dissolved earlier or extended by a decision of the Extraordinary Shareholders’ General Meeting
pursuant to the laws and Articles of Association.
The financial year ends on December 31 of each year.
1.4 Registered office, legal form and applicable legislation
The Issuer’s registered office is located at 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France. The
phone number of the registered office is +33 1 34 41 81 81.
At the date of this Prospectus, the Issuer is a French joint stock corporation (société anonyme).
1.5 History of the Group
Société Parisienne pour l’Industrie des Chemins de Fer et des Tramways was founded in 1900 and renamed
Société Parisienne pour l’Industrie Électrique (SPIE) in 1946. In 1968, Société de Construction des Batignolles
(founded in 1846) and SPIE merged under the name SPIE Batignolles. The main shareholder of SPIE Batignolles
at that time was the Empain Group, which subsequently became the Empain-Schneider Group.
In 1997, Empain-Schneider sold SPIE Batignolles to its employees and the British company AMEC, which
specialised in engineering, project management and consulting. In 1998 SPIE Batignolles was renamed SPIE; at
that time, it operated in three business sectors: (i) SPIE Batignolles specialised in the construction market; (ii)
SPIE Enertrans focused on rail transport/traffic and the energy market; and (iii) SPIE Trindel, a specialist in
electrical engineering and facilities services.
In 2003, AMEC purchased the shares of the minority shareholders and SPIE thus became the Continental Europe
division of AMEC, under the name AMEC SPIE. In that same year, AMEC SPIE continued to expand its oil
activity with the acquisition of Ipedex and sold SPIE Batignolles, its construction subsidiary, to its executives. In
2006, AMEC SPIE was sold to the PAI Partners fund. Since that date, the Group has conducted business under the
SPIE name. In August 2011, a consortium composed of an investment fund managed by Clayton, Dubilier & Rice,
49
LLC, an investment fund managed by Ardian (formerly AXA Private Equity) and Caisse de Dépôt et Placement
du Québec acquired control of the Issuer for an amount of approximately €2.1 billion.
Starting in 2002, the Group began to refocus its strategy to become one of the leaders in the multi-technical
services markets. Between 2002 and 2006, the Group sold or abandoned five of its business segments, including
its civil engineering operations (in 2002), the French construction market (in 2003), the energy projects market (in
2004), pipelines (in 2006) and its rail business (in 2007). The Group continued this policy to dispose of operations
that are no long part of its core business. For example, the Group sold its Spanish subsidiaries in July 2011, its
operations in Greece run by the company SPIE Hellas SA in July 2015, its subsidiary in Hungary SPIE Hungaria
Kft in November 2015, and its Portuguese subsidiary TecnoSpie SA in July 2016.
At the same time, the Group continued to pursue external growth, both as an independent provider of multi-
technical services with the acquisition in 2007 of other companies present in its business sector, such as Matthew
Hall and Controlec, in the United Kingdom and the Netherlands. More recently, the Group has made several
acquisitions in North-Western Europe, Germany & Central Europe. In 2012, the Group acquired the Dutch
companies Klotz B.V. and Gebr. Van der Donk to strengthen its position in multi-technical services for buildings
and the cable network market, respectively. In 2013, the Group acquired the IS&P division (installation,
maintenance and management of data and voice communication and data center infrastructures) of the Dutch
operator KPN, which expanded its operations and presence in the Netherlands.
In addition, the Group acquired Hochtief Service Solutions activities (multi-technical services) during the same
year, making Germany the largest Group market outside France.
In 2014, the Group carried out six acquisitions of which (i) the Madaule group in France specialised in electrical
installation, renovation, maintenance in tertiary facilities, connecting photovoltaic solar power stations and
network maintenance, (ii) the German group Fleischhauer which offers a comprehensive portfolio of multi-
technical facility services, ranging from the planning, installation and servicing of complex security installations to
IT infrastructure, electronic and media technology and (iii) the Swiss companies Connectis and Softix (merged
under the corporate name of SPIE ICS AG), leading suppliers of information and communication technology
services and solutions. Finally, during the same year, the Group acquired the British company Scotshield, a
leading provider of fire detection, security alarms, access control and closed circuit television systems.
In May 2015, in the context of a share capital increase for a total amount of around €700 million (excluding
expenses), SPIE became listed on the stock exchange and its shares are now traded on segment A of the Euronext
Paris regulated market with a market capitalization above of approximately €3 billion as of December 30, 2016.
2. Strengths and competitive advantages of the Group
The Group is the independent European leader in multi-technical services (electrical, mechanical and HVAC
engineering services and communications systems)3. The Group is also a major player in specialised technical
services dedicated to the oil and gas and nuclear energy sector.
2.1 A European leader in multi-technical services
2.1.1 The independent European leader in multi-technical services3
The Group provides multi-technical services in the areas of electrical, mechanical and HVAC engineering services
and communications systems, as well as specialized energy-related services. The Group stands out from other
major players in multi-technical services in that it operates its businesses independently compared to a group
involved in energy, civil engineering, construction or concession activities. Historically, the Group has chosen to
focus its activities on multi-technical services and has gradually extended its geographic footprint and expanded its
range of service offerings. The homogeneity of its portfolio of activities, its consistency and its focus on multi-
3 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
50
technical services have allowed it to successfully develop these activities and strengthen their profitability, with
employees directly associated with the success of this strategy. Moreover, its independence from a more extended
group, while giving it wide operational flexibility, allows it to allocate its cash flow to promote consistent growth
in its activities.
2.1.2 A leading multi-technical services platform in the most attractive European markets
The Group is the independent European leader in multi-technical services4 with a strategic position focused on
regions where the market structure and growth dynamics match the Group’s business model and allow for leading
positions. As of the date of this Prospectus, the Group is the leading independent player in France, in a market
characterized by a gradual shift from the local player level to larger national actors4. The Group further benefits
from a strong presence in Germany, the Netherlands, Belgium, the United Kingdom and Switzerland, where it
considers itself to be amongst the major players. The Group’s strong foothold on European markets and its
offering of leading multi-technical services will allow it to (i) benefit from a differentiation factor from local
players, positioning it well to participate in sector consolidation, and (ii) increase its market shares, particularly
among international customers seeking service providers for all their European facilities, by addressing their
growing needs for multi-technical expertise. The Group is in a position to serve local, regional and global clients
and to accompany them in their local, regional and global operations. Moreover, because of its size, the Group has
greater negotiating power vis-à-vis its suppliers, allowing it to achieve economies of scale as part of its
procurement policy.
2.1.3 An offering of multi-technical services concentrated on highly value-added technical activities
Leveraging on its teams’ expertise, the Group offers its customers mission-critical technical services for their
activities and focuses on high value-added technical services, such as the maintenance and management of data
centers in the banking sector, or maintenance and operating support for offshore platforms in the Oil & Gas sector.
With markets characterized by an increasing share of technology in building and infrastructure costs, the Group’s
services cover the entire life-span of its customers’ facilities (from design and installation to maintenance and
operating support services), in electrical, mechanical and HVAC engineering services and communications
systems, as well as in specialized energy sectors.
2.1.4 A technical services offering operated through a high density local network
The Group offers its services based on a dense local network of approximately 600 locations, including more than
530 concentrated in five major countries (France, Germany, the United Kingdom, the Netherlands and Belgium).
The Group believes that, in the multi-technical services industry, services must be adapted to the specific needs of
each customer, and close proximity is essential to understand and anticipate customer needs, and thus delivering
high-quality services within very short timeframes. Moreover, the Group believes that its extensive footprint
throughout certain countries and its client-centric approach further allows it to address the growing trend amongst
customers toward the outsourcing of their technically complex non-core service operations to providers capable of
covering all their facilities, as well as the expectations of these customers in terms of quality and services offered.
A strong local footprint is also a key driver of performance and efficiency and gives the Group the ability to
optimize and leverage resources.
2.1.5 A strong brand and technical expertise recognition, fueled by a highly skilled and motivated
workforce involved in the Company’s performance
With over 100 years of experience, the Group believes that it benefits from a strong brand image and a reputation
for high service quality among its customers. Its service offering is supported by qualified and highly motivated
teams: 96% of the Group’s workforce is comprised of skilled employees, of which approximately 20% are
managers and specialists and approximately 76% are employees with a technical qualification in various fields of
4 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
51
operations (electricity, HVAC, mechanical, ICT, etc.). The qualification level of its workforce allows the Group to
deliver value-added services.
The Group has specifically implemented several training centers to spread technical expertise throughout its
various subsidiaries and exploit it in all sectors of its core business, in the countries in which it is active. It also
involves its employees in the business results, specifically through a strong employee shareholder base (more than
14,000 employees in the Group participated in the employee share offering in 2015) and a policy of applying
variable compensation closely linked to the business financial performance (EBIT and cash flows from the
relevant operating unit in question), as well as the Group’s performance in terms of safety.
2.1.6 A strategic presence in a specialized, fast-growing and high-margins energy industry
The Group enjoys a strategic presence in the technical services to energy operators, which constitutes an attractive
market and benefits from high margins, as well as strong long-term growth potential, including in the Oil & Gas
industry despite the recent lower oil prices (see Section “Description of the Issuer – 2.4 Capitalizing on secular
growth drivers” of this Prospectus). The Group believes it is one of the leading global players in its reference
markets in the oil and gas sectors5, for which it provides high value-added solutions and mission critical technical
services for its clients’ activities (including support for the operation and maintenance of oil facilities and in-house
client competence development and training). In the nuclear industry, the services offered by the Group cover the
life-span of nuclear plants. The Group believes it among the three largest players in France in specialized services
to Nuclear industry5, which benefits from long-term growth drivers, due in particular to the announced decision to
extend the lifetime of existing nuclear reactors and to an increasingly complex and stringent environment requiring
the intervention of highly qualified and experienced personnel.
2.2 Differentiated business model with strong customer loyalty
The Group has developed a broad range of integrated technical service offerings to target the needs of a wide
variety of clients operating in diverse end-markets, through the establishment of a growth compounding business
model focused on high cash flow generation, with recurring revenue flows with strong visibility.
Recognized for the quality and reliability of its services, the Group has developed strong relationships with a loyal
customer base allowing it to benefit from a multitude of long-term commercial relationships as well as a high
client retention rate. Moreover, maintenance services, which are generally combined with the integration services
offered, afford the Group strong visibility as to revenue growth, with contracts generally entered into for periods of
three years, or one year but with automatic renewal. For the financial year ended December 31, 2016, maintenance
services accounted for approximately 43% of the Group’s consolidated production. Growth in maintenance
contracts is thus a critical factor in the Group’s business model.
Moreover, the Group’s business model is intended to favour small-sized projects which may be coupled with
larger multi-year framework contracts, and avoiding large one-off contracts with a higher level of risk.
Approximately 85% of the Group’s consolidated production is derived from contracts worth less than €1.0 million,
with an average value per contract of approximately €30,000.
Finally, the Group’s business model, as well as the diversification of its customer portfolio and the markets in
which it operates, has historically protected it during periods of economic slowdown affecting a segment of
activity or a geographic region in which it operates. For the financial year ended December 31, 2016, the Group’s
ten largest clients thus accounted for only 20% of its consolidated production. Further, the Group’s relations with
its largest clients are distributed among various contracts, activity segments and geographic regions, thus reducing
its commercial dependence.
The Group believes that its broad client base (with more than 25,000 clients) and its limited concentration in any
given end-market, its long-standing client relationships, the importance of its maintenance contracts, as well as its
5 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
52
small average contract size, provide it with a diversified business model poised to earn recurring revenues and, as
it has demonstrated in recent years, to effectively address periods of economic slowing.
2.3 Implementation of strict control processes to secure the delivery of strong performance by its local
management teams
With almost 600 locations, of which over 530 concentrated in its five largest countries, the Group operates a dense
local network sharing common processes with a view to ensure consistency and strong performance by local
management teams. The Group’s management closely monitors the deployment and implementation of these
processes; in particular, during the integration of new companies, the Group monitors implementation, in newly
acquired entities, of its own practices that are specific to it, including proactive risk management through the
implementation of common financial processes, control of local management teams, and highly developed
reporting systems.
The Group has developed standardized best practices, specifically with regard to the management of working
capital requirements and invoicing methods, in all the countries in which it operates. Through a rigorous
contracting structure as well as strict invoicing procedures, the Group provides for effective collection of its
receivables, thus contributing to the generation of high cash flows.
The Group’s strategy emphasizes flexibility, local decision making and responsibility by business management, in
order to adapt to local conditions and take advantage of swift response times to upcoming market opportunities,
whilst leveraging on shared best-practices and expertise throughout the Group. Under the oversight of the Group’s
general management, local management teams are empowered and incentivized to steer focus on local
opportunities and source add-on acquisitions (within strict criteria and limits set at Group level), and they are
directly responsible for the successful integration of these new acquisitions.
The competence and experience of its local management teams have allowed the Group to develop a strong
business culture thriving on strong performance and risk management, which rewards teamwork, individual merit
and initiative through clear incentives. The Group believes that this embedded culture of local management,
fostering high employee motivation and commitment at all levels of the organization, is key to rolling out its
strategy and successfully reaching of its goals (see Section “Description of the Issuer– 3. Strategy” of this
Prospectus).
2.4 Capitalizing on secular growth drivers
The Group believes that its integrated technical services offerings and leading position as the independent
European leader6 allow it to seize growth opportunities, capitalizing on secular long-term drivers and megatrends
in the various end-markets in which it operates. The Group also believes it is geared to benefit from the anticipated
growth in certain markets (in particular in Europe and in the area of technical energy-related services).
Such growth drivers and megatrends include (i) a general tendency towards outsourcing by companies of the
highly technical services offered by the Group, (ii) the strengthening of environmental standards and growing
concern for eco responsible consumption of energy, (iii) enhanced focus on energy efficiency, (iv) shifts in mix of
energy production and distribution, (v) deployment of new technologies and service innovation, (vi) trends
towards home automation and “smart building” equipment, as well as the technological convergence of
communications systems (in particular in the areas of cloud computing and external serving hosting segments
which are expected to be in high demand), (vii) renewal and upgrade of infrastructure and (viii) an increased need
for technical services in the oil, gas and nuclear energy industry.
As fossil fuel trends toward scarcity and its price continues to rise over the long term, and as concerns over climate
change are heightened, local and national authorities, corporate clients and public opinion are increasingly
demanding socially responsible energy consumption. The Group believes that many of its technical services
solutions and the innovative service offerings it is developing, such as those in the areas of nuclear energy,
6 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
53
renewable energy production, the installation and renovation of infrastructure, smart energy networks and
optimization of IT systems, involve maximizing energy efficiency and savings. The Group also has recognized
expertise in many of the technical solutions required to improve environmental efficiency. It believes it is well
positioned to take advantage of the strong growth potential in the “green economy”, with customers for whom
energy efficiency and sustainable development are a key area of concern.
In the oil & gas industry and despite the recent lower oil prices, the Group believes it is positioned to benefit from
the foreseeable long-term increase in demand for technical services in order to satisfy the current need in
maintenance services for highly utilized and ageing existing oil & gas production facilities (brownfield) and the
additional need for technical services related to upcoming investments in extreme zones and conditions (such as
operations in very deep waters). Additionally, the need for more complex services relating to exploration and
extraction, which the Group believes will increase due to the fact that such processes are taking place in more
challenging environments and circumstances (including heightened operational complexity, a strengthening of
applicable regulations and more stringent health, safety and environment (“HSE”) standards globally), will
continue to offer growth opportunities.
In the nuclear industry, due to the age of the plants and decisions made to extend the lifetime of reactors, the
Group believes its leading position in France7 will allow it to benefit from increased demand for renovation works
and upgrades, as well as maintenance services. The Group further believes it is positioned to capitalize upon the
demand created by increasingly stringent safety and operational regulations applicable to nuclear plant operators,
as well as by anticipated decommissioning and investments in new plants, in particular in France and the United
Kingdom.
2.5 An accretive reinvestment of high organic cash flows in add-on acquisitions
The Group believes that the technical services industry in which it operates remains a structurally fragmented
industry across Europe offering considerable scope for consolidation and external growth opportunities, with
potential for the acquisition of local players, particularly the United Kingdom, the Netherlands, Germany and
Northern Europe.
Since July 2006, the Group has successfully made 108 highly accretive acquisitions (including 106 bolt-on
acquisitions) and representing a total acquired production of approximately €2.9 billion and an amount of
cumulated investment of approximately 1.0 billion, through a disciplined approach to screening and by selecting
acquisition opportunities through the application of strict financial criteria (specifically reflected by an average
EBITA acquisition multiple of 6.8x reduced to 5.6x for bolt-on acquisitions). Led by a dedicated and experienced
team leveraging on the strong involvement of local teams in the identification and subsequent integration of
acquired entities, the Group is concentrating on (i) developing the geographic density of its facilities, (ii)
strengthening its offering for existing operational entities, and (iii) establishing platforms with critical mass from
which to build on in chosen markets where the Group does not benefit from a pre-existing local footprint.
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Number of
Bolt-on
acquisitions
2 10 18 11 10 14 11 6 6 8 10
Revenue
acquired
(in millions of
euros)
14 113 217 99 79 125 167 221 212 184 263
7 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
54
Acquisition
costs (in
millions of
euros)
7 51 89 33 34 52 45 77 74 51 79
Organic
growth
delivered by
« bolt-on »
acquisitions
(%)
1.9 5.0 3.2 4.3 1.2 2.9 3.2 5.4 4.4 3.4 3.6
The execution and success of the Group’s external growth policy are favoured by its in-depth knowledge of the
markets and its various players, which have specifically allowed it to undertake the majority of its acquisitions
bilaterally (and not as part of competitive processes), as well as to maintain a pipeline of targets that are clearly
identified and constantly monitored. Moreover, the generation of high levels of available cash flows has allowed
the Group to self-finance most of its external growth over the last three years. Since 2007, the Group has
demonstrated its capacity to rapidly and efficiently integrate acquisitions and to improve post-acquisition
operational effectiveness with a proven capacity to systematically implement its standardized practices with regard
to financial and reporting procedures, as well as to improve financial performance, particularly with regard to the
generation of operating cash flows. With its demonstrated ability to successfully integrate acquisitions and
accurately identify acquisition opportunities, the Group believes it is well positioned to seize external growth
opportunities and participate even more actively in the industry consolidation going forward.
On December 23, 2016, the Group has announced a further step in its external growth policy and the development
of its Germany & Central Europe capacity, with the acquisition of SAG (see Section “Description of the
Acquisition and of the SAG group” of this Prospectus).
2.6 Attractive financial performance with strong visibility
The Group believes it has successfully delivered revenue growth, margin expansion and high cash conversion year
after year. The Group has demonstrated a solid history of growth in earned revenue, and improved profitability
(measured by its EBITA margin) in all its activity segments since 2006, with production increasing from €2.7
billion in 2006 to €5.1 billion in 2016, EBITA increasing from €97 million to €352 million and EBITA margin
growing from 3.7% to 6.8% during the same period.
Performance
indicators 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016
Production
(in millions of
euros)
2,652 3,116 3,625 3,664 3,661 3,984 4,115 4,563 5,220 5,264(1) 5,145
EBITA
(in millions of
euros)
97 129 166 197 220 243 262 298 334 353(1) 352
Cash
Conversion
ratio (%)
N/A 176 156 96 124 106 100 110 102 105 122
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
55
The Group has been able to achieve this performance specifically though (i) proactive management of its business
portfolio, which has allowed it to focus on the most attractive and profitable market segments, (ii) ongoing
optimization of its organization, specifically through simplification of the Group’s hierarchical structure, (iii)
strengthening of its network density, which has allowed it to offer broader coverage to its clients and increase its
proactiveness in the face of local demand, as well as its productivity, (iv) a policy of strict performance
benchmarking within each of the Group’s subsidiaries, (v) a more high-performance procurement organization,
(vi) extensive adaptability of its cost basis, as well as (vii) a proactive and efficient external growth policy that has
allowed it to take positions in new markets and regions and enhance its offerings.
Additionally, the multi-technical services industry in which the Group operates is characterized by low capital
expenditures. Thanks to its financial policy historically focused on profitability and its structurally negative
working capital requirements, the Group believes it benefits from high cash flow generation, which has allowed it
to rapidly deleverage its net indebtedness and will continue to help it pursue its accretive external growth strategy.
2.7 A strong corporate culture, championed by a highly experienced management team
The Group is managed by a team consisting of 12 members of the General Management Committee (Comité de
Direction Générale) in addition to the Président-Directeur Général, with extensive experience in the multi-
technical services industry and an average experience of 15 years in the Company. Driven by this team, the Group
has developed a strong business culture based on solid fundamentals, including:
a deep pool of qualified divisional and country managers further supported by a highly skilled workforce
with a recognized degree of technical expertise at all levels (as of December 31, 2016 96% of the Group’s
employees were qualified);
an emphasis personnel development and safety through institutionalized training, talent recognition and best
in- class HSE procedures ensuring a favourable work environment and a high level of employee retention
compared with industry peers; and
an alignment of interests with its employees (approximately 42% of whom are shareholders of the Company)
coupled with a global incentive policy for all employees, ensuring a common sharing of the Group’s strategic
vision and goals.
Under the leadership of this highly experienced management team, the Group has achieved revenue and profit
growth, both organically and through the successful integration of numerous targeted acquisitions, margin
expansion across all operating segments, and implementation of measures resulting in strong cash flow generation
and an attractive and stable financial profile.
The Group believes that the industry knowledge of its senior management team, the skills of its local teams and
their ability to deliver, will continue to help the Group implement its value creation strategy.
3. Strategy
The Group is focusing its development and its offer on four strategic segments: “Smart City”, including the
“smart” layout of cities, particularly for communications infrastructure, mobility, group equipment and safety; “E-
fficient buildings”, i.e. a service offering for energy performance ranging from design to the operation and
maintenance of low-consumption buildings; “Energy”, covering services offered by the Group in the areas of
energy, particularly nuclear energy and renewable energies, as well as Oil & Gas; and “Industry Services”,
covering the various areas of industry services. Relying on its expertise in each of its activities, the Group has
focused its strategy on the following principal lines.
56
3.1 Capitalising on long-term structural growth factors to continue fostering organic growth greater
than the change in GDP through the cycles
3.1.1 Capitalising on growth opportunities in its key markets
Benefiting from the quality of its integrated services offerings and its position as an independent European leader8,
the Group seeks to capitalize on the attractive growth opportunities offered in the various markets in which it
operates. The Group specifically hopes to benefit from the growing trend toward outsourcing of technical services
in the manufacturing and retail sectors by businesses seeking to reduce the share of their fixed costs, increase the
visibility of their maintenance budgets and limit costly and risky internal maintenance work. The Group is also
pursuing the diversification of its activities. This diversification covers first of all the end-markets targeted by the
Group so as to further extend its scope of activity. With increasing use of technology in equipping buildings,
particularly for automation, safety and comfort measures and energy efficiency, the Group is positioned in the
enhanced outsourcing of technical services required due to the complexity of the facilities.
The Group also aims at benefiting from the development of the demand for smart solutions, combining
information and communications technology, and electrical and mechanical equipment with, for example, the
development of smart systems that optimize energy expenses. The Group also seeks to pursue the geographic
diversification of its activities by seizing opportunities that arise in regions or countries where its presence is
limited or non-existent, as with the acquisition of Hochtief’s Service Solution activities in Germany in 2013. The
Group also intends to continue reinvesting part of its available cash in targeted acquisitions, mainly in Europe, as it
did during the financial year ended December 31, 2016, mainly with the acquisitions of Trios Group, a British
provider of facility and property related technical services, and Alewijnse Technisch Beheer, a technical services
provider focusing on the technical management of building-related installations, with a particular expertise in
installation and maintenance of electrical equipment in the Netherlands.
3.1.2 Serving the development of the “green economy”
The Group seeks to contribute to and benefit from the development of the “green economy”, fostered by the long-
term increase in energy prices and domestic and international concerns over climate changes, which are pushing
public and private entities to implement systems to optimize energy expenditures, supported by governments’
financial incentives. It is strongly positioned to address problems of energy efficiency and energy savings. The
Group seeks to concentrate on services aimed at enhancing its clients’ properties, reducing their energy bills and
addressing their sustainable development challenges. It will thus continue to develop its expertise in state-of-the-
art areas such as energy efficiency, smart grids and information and communications systems that enable working
together while limiting travel. Furthermore, with the spread of renewable energies, the Group is continuing to
develop a line of services in the fields of hydroelectricity, solar and wind power, as well as techniques such as
anaerobic digestion and waste combustion.
3.1.3 Capitalizing on sectorial trends promoting specialty segments
In the oil and gas sector and despite the recent lower oil prices, the Group is seeking to contribute to the expected
increase in demand in the long term, in terms of both the need for maintenance due to the high utilization rates of
production sites, and the need for new technologies and more complex services involving exploration and
extraction. The Group seeks to strengthen its presence throughout the entire production chain, from support to
operations, both onshore and offshore as well as in the downstream oil and gas.
The Group is also positioned to address the increasing need for efficiency and production security. Moreover, it
seeks to contribute to the growth in production and the transport of fossil fuels, as illustrated by its 2013
acquisition of the Plexal group, an engineering business with expertise in liquefied gas facilities.
In the nuclear sector, the Group seeks in particular to seize opportunities inherent to the implementation of the
“Grand Carénage” plan, an investment programme rolled out from 2015 to 2035 by EDF, a client the Group has
8 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
57
served for a number of years. The Group seeks to play a critical role in deploying this plan, which is aimed at
guaranteeing and increasing the availability of nuclear plants as well as extending their lifetime beyond 40 years.
The Group is also seeking to capitalize on the demand created by the more stringent safety requirements applying
to facilities and more generally the structuring of nuclear activities, particularly as part of the standardization
required by the French Nuclear Safety Authority (Autorité de sûreté nucléaire) concerning all nuclear sites,
following the Fukushima accident in Japan.
Finally, the Group is seeking to strengthen its offerings relating to the decommissioning and rehabilitation of
facilities, a market in which the Group expects to see growing demand from its customers, particularly due to the
aging of the nuclear facilities.
3.2 Pursuing a rigorous operational management policy, by concentrating on generating income and
cash flows
The Group seeks to retain and further develop the effectiveness of its operational management and the quality of
its services, to increase the value of its offering, as well as its margins and cash flows. To that end, the Group will
further strengthen its rigorous selection policy for the projects in which it is involved, as well as contract
management, to increase its profitability by concentrating on contracts with the highest margins. It also aims to
improve its procurement procedures and conditions, to manage even better its cost structure. It hopes to strengthen
its monitoring of responses to calls for bids and, more generally, implement closer management of costs and risks
associated with contract implementation and project management as a whole. The Group seeks to closely associate
all its employees with the rigorous management policy, oriented toward financial performance, to control its costs,
optimize its investments and control its working capital requirements to strengthen cash flows. It will thus
continue to implement a variable incentive compensation policy for its employees, based particularly on the
Group’s financial performance and safety-related performance.
3.3 Strengthening its presence by participating in sectorial consolidation
Although the technical services market has experienced some consolidation in recent years, its structure remains
fragmented, with numerous small or mid-sized players, offering important scope for external growth opportunities
for the Group, particularly in Germany, the United Kingdom, the Netherlands and Northern Europe and globally
on all markets.
Benefiting from its internally generated operating funds, the Group seeks to pursue a strengthening of its market
coverage and expand its range of offerings, either through acquisitions of limited size in regions where it believes
its network is not as dense or where the range of its products needs to be supplemented, or through larger
acquisitions to expand its international coverage or diversify its offerings. This strategy is inspired by the French
example where the Group has both a dense network in most regions, and a robust offering of services.
The Group benefits from the experience of its acquisition activities team, through regional teams responsible for
identifying and analyzing addressable local targets and ensuring the successful integration of acquired companies
within the Group.
Strengthened by a reservoir of clearly identified addressable targets, the Group will thus continue to analyse
external growth opportunities through a rigorous selection, audit and monitoring process, allowing it to ensure that
completed acquisitions are then successfully integrated and their operating efficiency enhanced, making external
growth an essential source of value creation.
3.4 Maintaining recurring revenue flow with strong visibility
The Group’s objective is to maintain a high level of recurring activity, specifically by continuing to focus on asset-
support and maintenance services, which offer strong visibility for revenue growth while offering some protection
against changes in the economic environment.
Beyond asset support and maintenance services, the Group seeks to increase its recurring activities by continuing
to develop locally and by strengthening its long-term client relationships. Specifically, it relies on the strength and
58
momentum of its local teams which, through almost 600 locations, assist the Group’s clients in more than 37
countries throughout the world.
The Group also seeks to strengthen the revenue generated through these recurring activities to maintain high cash
flow generation and pursue its dynamic external growth policy, thus strengthening and diversifying its activities.
3.5 Continuing to broadly associate its employees with the Group’s performance
A critical factor in the Group’s success is its employees’ adherence to the Company’s plan and their sharing of
common values. The Group has sought to broadly associate its employees with the Company’s performance by
implementing employee shareholder measures in 2006, 2011 and 2015; in this latest operation, more than 14,000
employees participated in the employee share offering, thus leading to approximately 20,000 the total number of
employee shareholders.
An active employee shareholder policy is a strategic foundation for the Group’s profitable development. To that
end, the Company seeks to continue its policy of employee profit-sharing and to continue to expand the scope of
the profit-sharing instruments implemented for its employees.
4. Description of the Group’s principal activities
The Group provides multi-technical services, in electrical, HVAC and mechanical engineering services, in three
geographic regions: France, Germany & Central Europe, and North-Western Europe. The Group also offers,
services and support in those geographic regions dedicated to information and communication systems
infrastructure, telecoms services and security and safety of buildings.
As part of its Oil & Gas and Nuclear activities, the Group also offers multi-technical services in specialized sectors
of the oil & gas and nuclear industries. The Group operates its Oil & Gas activities in more than 30 countries,
while its nuclear activities are based in France.
4.1 General presentation
The Group’s principal activity consists in providing multi-technical services (Mechanical and Electrical Services –
(M&E) – which covers design, installation, extension and renovation of mechanical, electrical and heat systems,
ventilation and air conditioning, and Technical Facility Management – (Tech. FM), which covers operation and
technical maintenance of clients’ facilities in three geographic regions: France, Germany & Central Europe and
North-Western Europe). It also provides services in IT facilities and communication networks (infrastructure,
improvement and maintenance of communications systems, voice, data, images and information), telecoms
services facilities, building technologies (integrated security and safety) and process engineering and
implementation (instrumentation, automatic controls, robotic, industrial computing, transport schemes
management) – (Information & Communications Technology Services – ICT) mainly in France and North-
Western Europe.
For the financial year ended December 31, 2016, Mechanical and Electrical Services, Technical Facility
Management activities and Information & Communications Technology Services respectively accounted for 44%,
34% and 22% of the Group’s consolidated production, respectively.
Mechanical and Electrical Services and Technical Facility Management
The Group supports its clients in designing, building, extending, renovating, and support in operating and
maintaining their facilities, through its expertise in electrical, HVAC and mechanical engineering services.
Through these services, the Group offers solutions that allow its clients to control their energy consumption,
specifically by means of customized technologies, arbitrage between fossil and renewable energies, and
operational support, allowing them to reduce their energy expenses by up to 50%, particularly in the context of
“energy performance” contracts, pursuant to which the Group commits to reducing its clients’ expenses to a
certain level.
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Electrical engineering
In the area of electrical engineering, the services offered by the Group include procurement of high and low
tension facilities. The Group is also active in renewable energy production, specifically at wind or photovoltaic
plants that may be parts of turnkey procurements of complete facilities, including connection to the electricity
transmission network. The Group is also active as an integrator in the public lighting sector.
It offers the installation of smart lighting points, which can be controlled remotely by regulating systems that allow
for differentiated lighting, thus optimizing energy expenditures. It is also active in the enhancement of
architectural assets, including illumination solutions. It installs three-colour traffic lights, as well as video-
protection systems consisting of the installation of cameras and provision of image storage systems. The Group’s
services also include the installation of charging stations for electrical vehicles, airport runway sweep systems,
highway information signs and highway equipment for toll roads and tunnels.
In building interiors, the Group’s services cover all electrical equipment, from transformers to power supplies for
wall outlets, including electric switchboards. To mitigate potential network failures, the Group is able to offer
secured power supplies by installing inverters equipped with batteries and electrical generation groups. The Group
also implements “smart” lighting (in the tertiary sector as well as in manufacturing and residential), to optimize
energy consumption using motion detectors or ambient lighting. The Group also offers services related to low-
voltage transmission for security and building-control systems, as well as telephone and computer networks.
In the manufacturing sector, the Group offers all electrical power services for machinery, engines, valves, and
implementation of production lines for metering and regulating instruments, as well as automation systems for the
management and supervision of industrial processes.
HVAC engineering
The Group has expertise in HVAC engineering. It primarily offers design, installation and renovation services for
heating, ventilation and air conditioning. Specifically, the Group is active in the installation of wood or gas fueled
boilers, as well as those fueled by recycled materials, such as household waste or even biogas from manufacturing
or agricultural processes.
It installs cold production plants, compressors, heat pumps and geothermal systems, and provides for the routing
and distribution of fluids or hot or cold air through networks of pipelines or conduits, ventilators and pumps. The
Group also provides for the implementation of terminal equipment for the dissemination and regulation of heat
(power, temperature). All these facilities are managed by temperature and flow sensors to ensure optimal comfort
to users in all climatic configurations.
The Group is also active in the area of sanitary plumbing.
The Group also offers integrated ventilation and smoke-removal systems (both in highway tunnels and at
manufacturing and tertiary sites). Further, it is active in manufacturing processes requiring very high levels of dust
control, particularly in the agro-food and pharmaceutical sectors. Finally, the Group designs and installs cooling,
filtration and ventilation systems for technical facilities that generate high volumes of heat, such as computer
centers and network cores for telecommunications operators.
Mechanical engineering
In mechanical engineering, the Group operates either through its own workshops, allowing it to offer
manufacturing, repair and restoration services for mechanical parts, or by intervening directly at its clients’ sites.
The Group’s services specifically include developing customized parts, reconditioning valves, rewinding electric
motors, reconditioning diesel engines, and transfer of client sites. Specifically, in the area of rock and sand
quarries, the Group designs, manufactures and installs or renovates conveyor belts, screens, grinders, storage tanks
and silos. In the aeronautics sector, it offers the design and modernization of logistical equipment, supports and
robots incorporated into assembly lines. Finally, in the area of hydraulics, the Group provides for the sizing and
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implementation of mechanical facilities for drinking water or wastewater treatment facilities, such as pumps, fluid
networks, valves and compactors.
Technical Facility Management
Across all of its business lines in electrical, HVAC and mechanical engineering, the Group’s services include (in
addition to installation) support for operations and process industrialization (servicing, preventive and corrective
maintenance, repair, small renovation), allowing it to support its clients throughout the entire life-span of their
equipment. The Group offers a wide range of audit and diagnostic services, as well as the necessary mono- or
multi-technical maintenance services to operate its clients’ facilities, including electrical, HVAC and mechanical
engineering services. Its expertise in technical facilities allows the Group to commit to availability rates and
performance levels for facilities. In energy performance contracts, the Group also commits to the energy
performance levels of the facilities for which it is responsible. The Group is also capable of providing, where
applicable, Facility Management including one or more technical maintenance services combined with one or
more services (including for green areas, reception or restoration) which are subcontracted to external services
providers.
Information & Communications Technology Services
The Group is a major player in France in the evolving information systems and communications market, mainly
through its subsidiary SPIE ICS, offering a wide range of solutions and services, from design to information
technology management, and a range of operated and cloud computing services, largely in France, Switzerland
and, to a lesser extent, in the Netherlands and Germany. IT infrastructure and communication networks services
account for more than a half of the Group’s activities within the field of Information & Communications
Technology Services.
Specifically, the Group offers its clients unified communications services and solutions for voice, data and images,
technical infrastructure services and solutions for information systems. The Group also offers integrated,
consistent and secure solutions for communications and information systems. Finally, the Group integrates
“connected objects” in its services, particularly in the health sector, with remote diagnostics and patient monitoring
applications.
The Group also relies on solid service control measures, such as auditing and advising on the architecture and
security of IP computer networks, integration and maintenance of IP networks and security equipment, user
support, management and support for the operation of networks and systems.
The Group offers infrastructure-related services for data centers, such as design, installation, maintenance and
support for the operation of such centers. For a complete range of offerings in this activity, services involving the
installation of access control and monitoring systems for computer sites form an integral part of the Group’s
expertise. In the area of IT outsourcing (infogérance) services and maintenance of operating conditions, the Group
is continuing its rapid growth, notably with the 2012 acquisition of the APX IT outsourcing subsidiary. These
services are offered as part of multi-year client contracts that include a commitment to results with regard to
services offered (service level agreement). Over the past ten years, the Group has undertaken a certain number of
strategic acquisitions allowing it to expand its range of services. Specifically, in 2010 it acquired Sertig in France, a
business specializing in IT outsourcing services, and VeePee, an operator of hosted IP infrastructure and services.
Through these acquisitions, to which were added those of APX Infogérance in 2012, IS&P in the Netherlands in
2013, and Connectis in Switzerland in 2014, the Group gained a strong position in this sector, with high demand
for services involving the outsourcing and transformation of communications and information systems. Then, in
2014, the Group carried out the acquisition of the German group Fleischhauer, which offers a comprehensive
portfolio of multi-technical facility services, ranging from the planning, installation and servicing of complex
security installations to IT infrastructure, electronic and media technology. In 2015, the Group signed an agreement
for the acquisition of Hartmann Elektrotechnik GmbH, which enabled it to reinforce its Information and
Communications Technology Services activities in Germany. In 2016, the Group made three acquisitions in the
ICT sector: the Groupe RDI in France, enabling it to strengthen its expertise in cloud services, managed services
and IT integration; several companies of the COMNET group in Germany, enabling it to further upgrade its skills,
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notably in unified communication and collaboration systems, IT networks management as well as fire alarm or
access control systems; and lastly, GfT, also in Germany, enabling it to further develop its ICT and data center
skills, especially in the fields of electrical and security technology, and strengthening its presence in the Rhine-
Ruhr area.
4.2 France
In France, the Group provides multi-technical and communications services. It considers itself to be the third
largest player in multi-technical services on this market9.
In the financial year ended December 31, 2016, the France segment accounted for a production of
€2,253.5 million, i.e. 43.8% of the Group’s consolidated production, and an EBITA of €157.3 million, i.e. 44.6%
of the Group’s consolidated EBITA.
Mechanical and Electrical Services and Technical Facility Management
The Group offers its services through a dense network of more than 260 sites distributed among five geographic
regions, Île-de-France, Northwest, West-Centre, Southwest, and Southeast and East. As at the date of this
Prospectus, the Group operates through seven subsidiaries, five of which being established at a regional level
(SPIE Île-de-France Nord-Ouest, SPIE Ouest-Centre, SPIE Sud-Ouest, SPIE Sud-Est and SPIE Est) and two of
which, SPIE Facilities and SPIE CityNetworks, being specialised subsidiaries, respectively for building
maintenance and facility management services and telecom and outdoor network services.
The Group benefits from a large and dense footprint over the French territory. To enhance its range of services
offering, the Group is regularly considering acquisition opportunities. Thus, in 2015, the Group carried out the
acquisitions of Thermat in Haute-Savoie and Villanova in Auvergne, which enabled it to reinforce its technical
offer dedicated to the new multiple dwelling unit market. In 2014, the Group carried out the acquisition of the
multi-technical group Madaule, which allowed it to increase its presence in southwest France.
The Group serves all economic players and sectors (manufacturing, tertiary, ministries and government entities). It
has over 25,000 clients for its multi-technical activities.
The main large accounts clients to which the Group provides electrical engineering services include EDF, Total,
SFR, Orange, Airbus and BNP Paribas, as well as the French Ministry of Economics and Finance. In 2016, the
Group has been awarded a new contract with SYTRAL (the public transport authority for the Greater Lyon) for
installing an entire video surveillance system in the trains running on Line D of the Lyon metro. In 2015, the
Group signed a contract relating to electrical installations for accommodations located in Seine-et-Marne as part of
the Villages Nature project, initiated by Euro Disney, Pierre & Vacances and Center Parcs, which was one of the
biggest European tourism projects. Furthermore, the Group has been active since 2008 on behalf of Orange, to
ensure the maintenance and monitoring of calling and alarm centers at over 10,000 sites. Since 2014, it has been
active, on behalf of BNP Paribas, in collaboration with Engie, to ensure the electricity supply for a new data
center, as well as the security of three data centers located in France and Belgium.
In the areas of HVAC engineering and mechanical engineering services, the Group’s clients are, respectively,
entities in the tertiary sector, and companies in the manufacturing and infrastructure sector, including, for example,
Arcelor-Mittal, Alstom, Airbus Group, BNP Paribas, Lafarge, Michelin, Peugeot and Sanofi. In 2016, the Group
has realised, and now maintains, the HVAC systems of the industrial unit of the company YNSECT established in
Dole, Jura, which specializes in the industrial production of insects and their transformation into sustainable
nutrient resource for agro-industries and bioactive compounds for green chemistry. These HVAC systems ensure
optimal temperature, hygrometry and ventilation conditions that are key elements to the production process.
In the Technical Facility Management sector, in 2016, the Group renewed for a six-year period its contract with
the National Centre for Space Studies (Centre National d’Etudes Spatiales – CNES). This contract covers
9 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
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maintenance and operation of technical installations, encompassing approximately 150 000 sqm of technical space
across 80 buildings. In 2016, Merck, a leading science and technology company in healthcare, life science and
performance materials, awarded the Group a multi-technical maintenance contract, for a three-year term, covering
electrical, HVAC and security systems of its Molsheim production site. Pursuant to this contract, the Group is
responsible for monitoring the sterile environment of laboratories and ensuring the continuity of the site’s
production process in terms of steam network, vacuum and clean air. In 2015, a multi-technical maintenance
contract with the Louvre Hotels hotel group was renewed and extended, now covering 113 Campanile and
Première Classe hotels. With ENI, the Group also won a contract for the maintenance of 165 service stations. And
finally, La Banque Postale awarded the Group a safety-security maintenance contract for 21 financial centers.
Maintenance contracts are generally entered into for a renewable term of three years or for a term of one year with
automatic renewal (specifically for clients in the public sector).
Information & Communications Technology Services
In France, the Group offers services to IT infrastructures and application services relating to communication,
collaboration, security, and monitoring and performance analysis of communications and information systems. It
also offers transformation and planning services for communication and information systems aiming to support the
digitalization of companies and professions. Following on from these services, the Group proposes technological
integration and support services for the operation of communications and information systems via its subsidiary
SPIE ICS.
The Group operates in a range of sectors such as aeronautics, mass distribution, banking and insurance, health and
local authorities and State services.
In 2016, the Group acquired the Groupe RDI, a specialist in managed services and IT infrastructure solutions,
historically located in Nîmes.
The Group has developed solutions and services needed for the design, implementation and IT outsourcing of
sustainable and evolving information and communications systems. It assists its clients in defining and
implementing their information and communications systems, and in their optimization, use and appropriation by
users. In December 2016, the Group signed a strategic partnership with Equinix, the world’s interconnection
leader, to help their major clients, both in France and internationally, with their private and hybrid cloud
computing projects. In November 2015, the information systems department of the French Ministry of Foreign
Affairs and International Development entrusted SPIE ICS with installation work and IT managed services within
the framework of the COP21 event. In 2015 also, the SEB group maintained its confidence in the Group which
assisted them in their digital transformation. In particular, the Group handled the migration of SEB group’s servers
to a hybrid cloud.
The Group seeks to provide its clients with new services while assisting them in the design, implementation and IT
outsourcing of more energy-efficient and environmentally friendly infrastructure.
A part of the ICT services are offered by the Group through subsidiaries other than SPIE ICS. These are services
that correspond to telecommunications infrastructure such as the installation of mobile telephone hot spots, the
roll-out of very high-speed infrastructure, and connecting customers to fiber optic (particularly as part of FTTH
(“Fiber to the Home”) programmes. The Group also provides maintenance services for major telecommunications
operators such as Orange.
In almost all cases, contracts entered into by the Group as integrator contain maintenance activities associated with
providing integration services. These agreements are generally entered into for periods of one year with automatic
renewal, or for periods of three years. Contracts under which the Group provides IT outsourcing services have
duration of between three and six years.
The Group serves thousands of clients distributed across two categories: Medium-Sized Enterprises (of between
500 and 5,000 users), a market in which the Group is seeking to develop further; and Large Accounts (including
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large listed companies such as the Airbus Group, ministries and entities such as the French Ministry of Defense
and the Employment Division).
To a lesser extent, the Group also offers its communications services internationally, as part of its participation in
Global Workspace Alliance, an international group of twelve companies active in the area of IT services and
present in over 90 countries.
4.3 Germany & Central Europe
The Group operates primarily in Germany, the Group’s second largest market, relying on SPIE GmbH and its
subsidiaries, which offers multi-technical services as Technical Facility Management (operations or maintenance,
refurbishment, movement services), energy management with focus on energy efficiency, Mechanical and
Electrical services and increasingly Information and Communication Services (network, voice, video and data
services on IP, network and building security). In Germany, the Group has more than 60 sites and has
approximately 5,200 employees as at December 31, 2016.
SPIE GmbH is present in all major German metropolitan industrial regions (Lower Saxony, Hamburg, North
Rhine-Westphalia, Rhine-Main-Neckar, Saxony, Stuttgart, Munich, Nuremberg, Berlin etc.).
The Group’s clients in Germany represent a wide range of sectors: finance, healthcare, real estate, transportation,
semi-conductors and automotive, and include private and public players such as Siemens, Daimler, Lufthansa,
MunichRE, Commerzbank and several public authorities.
In 2016, SPIE GmbH further expanded its footprint in Germany. Business was done by both extending or
renewing existing contracts, and the conclusion of new contracts.
In the M&E services sector, in 2016, the existing Energy efficiency contract with Benecke-Kaliko AG, part of
Continental group, has been extended for 10 years, until 2026. The Group has been operating and optimizing the
factory supply systems for heating, cooling, water and compressed air since 2005. Also, the Group expanded its
existing business relationship with Saint-Gobain Sekurit in the area of energy supply and is now responsible for
modernization and optimization of compressed air production systems at the Herzogenrath site, within the
framework of an additional contract ending in 2021.
In 2015, the maintenance contract entered into in 2004 with SI Erlebnis-Centrum, covering heating, air
conditioning and drinking water supply systems, was renewed for 10-year duration. The same year, the Group
entered into a new contract for a term of fifteen years with Charité Campus Virchow-Klinikum, for the
organization, installation and operation of a combined heating, cooling and electricity production system.
In the Tech FM services sector, in 2016, the Group has successfully renewed, for five years ending in 2021, a
contract to provide technical and work services for 25 buildings of Rohde & Schwarz in Munich, including its
head office. Similarly, the Technical Facility Management services contract concluded with NordLB for its
Hanover site was also renewed for another five years. In 2016 also, the Group successfully renewed a facility
management contract for a three-year period in the Investment Banking Center (IBC) building in Frankfurt. In
addition, the Group was selected by Siemens as operator for facility management contract for a newly built site at
Forchheim with R&D, production and offices facilities and as operator for Facility management for its newly built
worldwide headquarters in Munich. The Group also entered into a new contract with Aixtron for optimising
energy consumption in new headquarters in Herzogenrath encompassing an office complex and R&D center. In
2015, the Group concluded its first contract with Airbus in Germany, for the supply of multi-technical services on
five sites in the north of the country, involving a total of 370 buildings and warehouses. These services include
commissioning and maintenance of heating, ventilation and air conditioning installations, as well as everyday
maintenance of installations and the provision of round-the-clock services. Furthermore, a contract entered into
with Munich Re was extended the same year, before expiry, to 2023.
In the ICT sector, in 2016, the Group was awarded a contract for operation of IT systems at the Airbus Training
Center in Hamburg, including maintenance and operation of training rooms and IT infrastructure and media
technology for the whole center. The Group also won a contract for the installation of fire alarm and safety
64
technology as well as electrical part of medical technology in a new building complex at the Lüneburg Hospital. In
2015, the Group entered into a contract with Finanz Informatik for completion of a TIER-IV certified data center.
In order to strengthen its local presence and extend its service portfolio in Germany, the Group successfully
completed two acquisitions in Germany in 2016. In August 2016, the Group acquired several companies of the
COMNET group: with this acquisition, the Group further upgraded its skills in ICT, notably in unified
communication, IT networks management as well as fire alarm or access control systems. In September 2016, the
Group acquired GfT, based in Essen, thus further developing its ICT and Data center skills, especially in the fields
of electrical and security technology, and strengthening its presence in the Rhine-Ruhr area.
Outside Germany, the Group operates mainly in Switzerland where, with the support of roughly 600 employees
(as at December 31, 2016), it offers a wide range of multi-technical services, including through the companies
Connectis and Softix acquired in 2014 and allowing it to provide ICT services.
The Group is also active in Poland and Hungary. In August 2016, SPIE acquired AGIS Fire & Security. With this
acquisition, SPIE expanded its geographical footprint in these countries, as well as its competences in the area of
fire protection, security and building technology solutions, while allowing cross-selling potential with its other
businesses. In Poland, SPIE Polska has won the 2015 Manufacturing Excellence Award in the category “Facilities
Maintenance/ Property Management” and was elected “Facility Management Company of the Year” for the fifth
consecutive year.
In the financial year ended December 31, 2016, the Germany & Central Europe segment generated production of
€927.0 million, i.e. 18.0% of the Group’s consolidated production, and an EBITA of €45.2 million, i.e. 12.8% of
the Group’s consolidated EBITA.
On December 23, 2016, the Group announced a further step in its development in Germany & Central Europe,
with the acquisition of SAG (see Section “Description of the Acquisition and of the SAG group” of this
Prospectus).
4.4 North-Western Europe
The North-Western Europe segment mainly includes the Group’s operations in the Netherlands, the United
Kingdom and Belgium.
In the financial year ended December 31, 2016, the North-Western Europe segment generated production of
€1,374.3 million, i.e. 26.7% of the Group’s consolidated production, and an EBITA of €67.4 million, i.e. 19.1% of
the Group’s consolidated EBITA.
United Kingdom
The Group operates in the United Kingdom via its subsidiary SPIE UK which, as at December 31, 2016, had over
3,600 employees on around 40 sites, offering a range of technical and assistance services covering mechanical and
electric design, installation, testing and commissioning, as well as maintenance and long-term facilities
management.
The Group’s presence in the United Kingdom is primarily due to the acquisition of the companies Matthew Hall in
2007 and EI WHS in 2009. The Group has carried out numerous acquisitions in the United Kingdom ever since. In
2014, the Group acquired Scotshield, a company offering a range of installation and maintenance services for fire
detection, access control and CCTV. In 2015, the Group acquired Leven Energy Services, and thus expanded its
range of services to the energy distribution networks in the United Kingdom. In November 2016, it concluded the
acquisition of Trios Group, a British provider of facility and property related technical services, strengthening
significantly the Group’s geographical footprint in the United Kingdom, particularly in the central part of the
country, as well as expanding its national mobile technical facilities. Later in 2016, the Group strengthened its
M&E Services through the acquisition of Environmental Engineering Ltd and MSS Clean Technology Ltd, thus
entering the food & beverage and life sciences sectors.
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The Group’s clients in the United Kingdom are both public sector and private sector entities; including Rolls
Royce, the British Ministry of Defense, J.P. Morgan, Scottish Power, Lloyd’s, Royal Mail Group, Boots, B&Q as
well as Semperian.
In 2016, the Group became one of the largest providers of services related to overhead lines on the electricity
distribution network in the United Kingdom. The Group was awarded its first 275 KW transmission project by
SPEN, for whom it secured the global award for service and quality. The Group also works with SSE, ENW, NIE
& UKPN and is able to offer a unique combined solution for both underground and overhead lines electrical
contracts, as well as covering water and gas network services, which have grown significantly in 2016. In 2016,
the Group also won a contract with Airbus including maintenance and repair works of Airbus’ production site in
Broughton, Cheshire, where the wings of all Airbus’ civilian aircrafts are assembled. This contract includes
planned and on demand maintenance 24 hours a day, 7 days a week, of the electrical and mechanical equipment on
the site, as well as painting rooms, compressors, boilers, sealing machines and vacuum pumps. Moreover, in 2016,
the Group has been awarded a three-year Mechanical and Electrical maintenance contract with the Design
Museum, London.
The 15 main clients of the Group in the United Kingdom represented around 54% of the Group’s production in the
United Kingdom for the financial year ended December 31, 2016.
Across a market that is still very fragmented, the Group believes it is one of the three largest players in its sector10
.
Specifically, it has developed particular expertise in 3D energy modelling, through dedicated tools that allow for
the calculation and justification of investments to improve energy performance in existing buildings, allowing it to
position itself as an EDF Energy partner in renovation contracts originating from the so-called “Green Deal”
government initiative. The Group also has strong expertise in the management of critical environment facilities
(bank trading desks, pharmaceutical production lines, data centers) and is developing the capacity to intervene in
national multi-site contracts, particularly in the retail sector.
The Netherlands
Through its subsidiary SPIE Nederland, the Group has been active in the Netherlands since 1997 in several phases
of design, installation and maintenance in various environments: network systems, energy facilities, bridges, locks,
manufacturing sites, buildings and ICT (ICT activities being operated through dedicated subsidiary Infrastructure
Services & Project B.V.). It also offers maintenance consulting services and develops inspection and maintenance
software for manufacturing facilities and networks.
As of December 31, 2016, the Group had over 25 locations in the Netherlands and approximately 3,700
employees. Its presence has been strengthened in recent years, specifically by the acquisition in 2016 of the
Aaftink group of companies, specialised in the design, installation, maintenance and repair of building related
systems for retail clients, Alewijnse Technisch Beheer, a technical services provider focusing on the technical
management of building-related installations, with a particular expertise in installation and maintenance of
electrical equipments, and of GPE Technical Services B.V., a specialist in the inspection and optimisation of steam
systems. In 2015, the Group acquired the business of Numac, a leading industrial maintenance and technical
services provider for the manufacturing industry, and the Jansen Venneboer group, an independent provider of
installation and maintenance services for wet infrastructures, for which the acquisition process was completed in
January 2016. Moreover, the acquisitions of IS&P in 2013 and Gebr. Van der Donk in 2012 allowed the Group to
offer a complete line of digital connectivity services.
The Group is active in the Netherlands for both private and public sector clients, such as KPN, TenneT, Shell, BP,
Vopak and Sitech. In 2016, the Group won a contract including the installation and maintenance related to
touchscreens of more than 500 hospital beds in Martini Hospital, in Groningen. This solution of intelligent care
shall allow patients to use the Internet, watch TV, listen to the radio, play games, order meals and use Skype. It
shall reduce the workload of medical and nursing staff and embellish the patients curing process. Also in 2016, the
10 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
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Group was granted a five-year contract for the maintenance of the North Sea Canal by Rijkswaterstaat, the
executive agency of the Ministry of Equipment and Environment in the Netherlands. This contract includes civil
engineering works, the electro-mechanical and industrial automatization, and includes the maintenance of the
canal, its locks and De Cruquius, the largest steam-powered pumping station in Europe. Moreover, in 2016, the
Group was chosen by Heineken for the maintenance of all building-related installations in the Netherlands,
including its three breweries and its soft drinks factory. This contract covers, among other things, the maintenance
on the central heating boilers, refrigeration units, air treatment systems, emergency lighting and electrical doors.
In 2015, the Group was involved in work on extending the Botlek bridge, the highest vertical lift bridge in Europe
(energy installation and electrical operating systems), and in modernisation of the cooling system at the Dutch
subsidiary of the Sabic group, one of the leading international chemical companies.
Belgium
The Group operates in Belgium and in Luxembourg through its subsidiary SPIE Belgium, which has
approximately 15 sites in total in Belgium, and approximately 1,700 employees, allowing it to offer a global range
of multi-technical services.
Belgium is one of the Group’s oldest markets, as it has been active there since 1946. This position has been
strengthened in recent years, through several acquisitions. In 2016, SPIE Belgium finalized the acquisition of
CRIC, a company specialising in maintenance and installation in the HVAC engineering sector, and acquired
Tevean, which designs, installs and maintains electrical, security and fire protection systems for buildings. Earlier,
SPIE Belgium acquired in 2013, the Devis group, which specialises in the HVAC engineering sector (installation
and maintenance) and in 2012, the Vano group which operates in electrical projects and the solar panel installation
sector. The Group has also traditionally been present in Luxembourg in the HVAC engineering sector (installation
and maintenance).
The Group’s client portfolio is balanced, and its clients operate in the public as well as the private sectors. The
services provided by the Group are focused on high-voltage electricity, low-voltage electricity and ultra-low
voltage, instrumentation and pipelines for the manufacturing and infrastructure sectors, and also on multi-technical
services for the commercial sector. In the manufacturing sector, the Group is active with major industrial players
such as Arcelor Mittal, Dow Chemical, Datwyler, Total, J&J, Solvay, BASF, Exxon, GSK, AKZO, Engie (ex-
Electrabel) and financial players, such as ING for maintenance work and engineering projects. The Group is also
active through a number of small and medium-sized enterprises. In the area of infrastructure, the regions (Brussels,
Flanders and Wallonia) and public transport operators (the STIB in Brussels, De Lijn in Flanders and the SNCB
nationwide) are the Group’s major clients, both for engineering projects and for recurring work.
The services offered by the Group specifically relate to the maintenance of technical facilities in buildings and
transportation infrastructure (particularly tunnels and traffic information systems), the installation and maintenance
of elevators and the assembly and replacement of electricity and gas meters. In addition, the Group is a major
player in the area of HVAC engineering services, and holds a solid engineering position in the hospital and
banking sectors and in office building renovations11
.
In 2016, SPIE Belgium carried out the installation of HVAC systems for the Groeninge and Alma hospitals, as
well as the ‘Havenhuis’ building and the Elisabeth concert hall in Antwerp. In 2015, the Group carried out the
entire electricity distribution installation on the new lock at Lanaye, a strategic naval hub between France,
Belgium, in the Netherlands and Germany. It also executed a multi-technical contract for AKZO in the context of
construction of a new plant. The Group was also selected for the construction of a new hospital in Liège (HVAC
engineering works). Furthermore, the bank ING entrusted the Group with maintenance of its branches throughout
Belgium from January 1, 2016.
11 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
67
Morocco and Portugal
The Group operates in Morocco through its subsidiary SPIE Maroc, which employs approximately 800 people.
The range of services offered by the Group covers all multi-technical services and specifically includes high and
low voltage electrical equipment projects, the deployment of mobile and fixed communications infrastructure, and
the manufacture of very high-tension pylons and global system for mobile communications (GSM) through a
dedicated workshop, supplemented by a boiler and carpentry unit. The Group also offers a global range of
maintenance services.
In July 2016, the Group finalized the sale of its subsidiary TecnoSpie SA in Portugal.
4.5 Oil & Gas and Nuclear
In the financial year ended December 31, 2016, the Oil & Gas and Nuclear segment generated a production of
€589.6 million, i.e. 11.5% of the Group’s consolidated production and an EBITA of €62.6 million, i.e. 17.8.% of
the Group’s consolidated EBITA.
Oil & Gas
The Group offers a wide range of services in the Oil & Gas sector to assist its clientele, consisting of major players
in the oil sector, national oil companies, independent oil companies, manufacturers and engineering companies,
particularly in the refining, chemical and petrochemical industries as well as energy production.
The Group believes it is one of the leading global players in its reference markets in services for the oil and gas
industry12
. Its activities cover four principal business lines: well and geo-sciences services, EPC (Engineering,
Procurement and Construction) projects and related services, operations support and skills development. Through
its subsidiary SPIE Oil & Gas Services, the Group provides services and expertise in the phases of exploration,
onshore and offshore production, and refining and petrochemicals.
More specifically, the Group offers a range of products and services for drilling, operations support and well
maintenance. The services it offers also include the management and interpretation of geophysical data, geological
modelling and reservoir simulation, the provision of equipment and personnel during the phases of exploration,
production and field development, including providing and managing pipelines (known as OCTG activities, Oil
Country Tubular Goods), performed in Angola through the SONAID joint venture, as well as setting up machine
shops in the proximity of operating sites.
SONAID joint venture’s activity has been particularly affected in 2016 by the significant reduction of oil
exploration developments.
The Group’s range of services also includes engineering services and delivery of solutions for onshore and
offshore facilities during all phases of a project. This specifically includes consulting and auditing, installation and
technical support for telecommunications and control systems, and security for production facilities and pipelines.
The Group also offers a wide range of services to support the operation and maintenance of onshore and offshore
petroleum facilities. It is active in the commissioning of operating sites, by providing personnel and software to
accelerate the development of project documentation and improve management, performance and safety during
project execution. The Group also offers maintenance services. The Group’s contributions to maintenance may
also be combined with support for production operations (commissioning, quality control etc.). Finally, the Group
provides dedicated maintenance and repair services for revolving machinery, and treatment solutions for
contaminated soil and the cleaning of oil tanks. The Group’s services also include pollution clean-up and polluted
site rehabilitation.
12 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
68
On offshore sites, the Group has been responsible, for over a year, for maintaining the Akpo floating production,
storage and offloading (FPSO) unit in Nigeria, operated by Total. This contract includes electricity,
instrumentation, mechanical, heating, ventilation, climate control, control systems and security equipment for the
facility, as well as turbine maintenance.
In 2016, the Group finalized commissioning, start-up and personnel training work for the Saudi Aramco group in
Saudi Arabia, at one of the world’s largest refineries, at Yanbu. SPIE Oil & Gas Services also won two four-year
service contracts, concerning maintenance services (prediction, prevention, routine maintenance and revision),
emergency repair and exploitation services for the onshore facilities of Dolphin Energy Limited in Ras Laffan,
Qatar, covering buildings, fences and streets lighting systems. Moreover, SPIE Oil & Gas Services won a
commissioning contract for the Kuwait National Petroleum Company (“KNPC”), in the context of the
modernization program “Clean Fuel Project” in two over three of KNPC’s refineries.
Also in 2016, the Group has been awarded a significant two-year contract by Sonatrach TRC in Algeria, for the
modernization of SCADA systems (Supervisory Control And Data Acquisition) and transmission of the GO1,
GO2 and GO3 pipelines between Hassi R ‘Mel and Oued Saf Saf. This contract covers design, supply, materials
transportation, installation and commissioning of optic transmission equipment, surveillance system and solar
energy systems on 37 sites along the pipelines.
Finally, the Group is developing and providing solutions for skills development, specifically by hiring and training
teams on behalf of a number of international oil and/or gas groups. The Group has developed candidate selection
processes for a large number of complex projects covering all operating and maintenance activities. The Group has
also developed services that include the creation of training centers, specifically intended for oil businesses that, in
a number of countries, are experiencing heightened pressure to reduce their dependence on expatriate personnel
and increase their use of domestic teams.
In the financial year ended December 31, 2016, the Group mobilised more than 3,000 individuals to offer services
in more than 30 countries through subsidiaries and branches in four regions of the world: Europe (France, Belgium
and the United Kingdom), Africa (specifically Algeria, Angola, Congo, Gabon, Chad and Nigeria) where the main
part of the Group’s Oil & Gas production is generated, Asia-Pacific (specifically Australia, Indonesia, Malaysia,
Bangladesh, Myanmar, Brunei and Thailand) and the Middle East (specifically the United Arab Emirates, Iraq,
Qatar, Yemen, Saudi Arabia and Kuwait) which represents a fourth of its Oil & Gas activities. Finally, the Group is
pursuing a policy of dynamic growth; specifically, in 2013 it acquired the Plexal Group, an engineering business
based in Australia, Thailand and Bangladesh.
Growth in the Group’s activities in the Oil & Gas sector is partially due to its historic links to the Total group,
which remains the Group’s largest client in this sector. The Group also has solid links with other major players in
the petroleum and gas industry, such as Chevron, BP, ENI, ExxonMobil and Shell. Its clients also include national
oil companies, such as Sonatrach (Algeria), Qatargaz (Qatar) and Sonangol (Angola). Finally, it works through
engineering companies (including Technip), construction companies (including Ponticelli), service companies
(such as Schlumberger), and petrochemical and manufacturing companies.
In line with its strategy, the Group has continued in 2016 to develop its competences in maintenance,
commissioning, projects and training in sectors related to the oil industry, such as the refining, petrochemical, and
pharmaceutical and in energy production sectors. The acceleration of such diversification in sectors where it
operates should allow the Group, in the short term, to mitigate the decrease in activity levels caused by the oil
crisis observed over the past years.
Nuclear
The Group is a long-time player in the French nuclear sector, having participated in the construction of the 58
French nuclear reactors. Supported by its subsidiary SPIE Nucléaire, the Group has assisted nuclear fuel cycle
operators for over thirty years, both in France and internationally.
69
The Group believes that it was one of the three largest players in nuclear industry services in 2016 in France13
.
Through the services it offers, the Group contributes to virtually the entire nuclear fuel cycle: from manufacturing
to reprocessing-recycling of nuclear fuel, from waste conditioning and storage, to the decommissioning of nuclear
facilities.
The Group offers engineering solutions for the entire life-span of facilities, as well as electrical engineering,
mechanical engineering and HVAC engineering services. Its offerings cover the following areas of activity: new
construction, operating facilities (nuclear plants, plants in the fuel cycle), maintenance, nuclear facility
management, and dismantling.
In new construction, since 2007 the Group has worked with EDF, in the construction of the EPR at the
Flamanville site in France, a third-generation nuclear reactor, where it is responsible for general electrical
facilities, including studies, procurements, assembly (cable conduits, cable suspension and connection). It also
assisted Areva from 2008 to 2013 in building its new facilities in the Rhône valley (such as the Georges Besse II
uranium enrichment plant).
The Group is also active in work involving the improvement or reinvestment of operating sites. In this area, the
Group was granted by EDF a contract covering the renovation of the radiation protection systems of all the nuclear
power plants in France, as part of the Grand Carénage renovation project, the major investment programme
deployed by EDF to improve the safety and availability of its nuclear plants with a view to obtaining
authorizations to extend the facilities’ lifetime beyond 40 years. This programme specifically includes replacing
steam generators, monitoring risk of fire, modernizing the control center, and addressing the obsolescence of
materials. In this business, the Group obtained several contracts and shall in particular replace more than 200
refrigeration units over the next ten years, over the entire French electro nuclear plants.
The Group also contributes to the upgrades required by the French Nuclear Safety Authority (the “ASN”)
following the Fukushima accident, which concern all nuclear operators, and more specifically EDF, operator of the
French electronuclear plants. The major civil works related to renovations of the facilities are aimed at ensuring
supplies of electrical power to the facilities under extreme conditions, maintaining cooling functions (with the
implementation of water reserves), ensuring the integrity of protection barriers (verification of resistance to
seismic events) and strengthening facility escape capacity and emergency interventions (construction of local crisis
centers and implementation of the nuclear rapid response force).
The Group offers maintenance services for all its clients in all areas of electricity, instrumentation, control center
and mechanics. In 2015, the Group became a major actor in the mechanical activities, through taking a significant
part of activity in tap-maintenance and rotating machine maintenance. In 2013, the Group accepted the
maintenance contract for the manufacturing processes at Areva’s Melox plant in France, which expires in 2017, as
well as the maintenance contracts for the emergency diesel generators on several EDF sites. Contracts in these
activities are multiannual and attributed for five - to seven-year terms.
More recently, the Group has become active in contracts covering all services involving logistical support to
operators and participants for a given site, i.e. transmission-maintenance, radiation protection, tools management,
management of waste measures, confinement, and assistance to participants. In 2016, the Group was chosen by
EDF for the renovation of radiation protection systems for all nuclear plants in France.
Moreover, the Group is engaged in activities related to facilities dismantling. Specifically, the Group undertakes
studies of dismantling scenarios or safety studies, and provides complete dismantling services. The Group has
notably been active at the EDF sites in Bugey and Creys-Malville, as well as at the Areva sites in Pierrelatte, in
Tricastin and in La Hague.
13 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
70
The Group also offers engineering services such as the manufacturing and implementation of mechanical units
(glove boxes, nuclearisation of manufacturing equipment) and specialized tooling (intervention robots, cutting
tools) that satisfy the requirements for intervention scenarios in hostile and/or confined environments.
During the financial year ended December 31, 2016, the Group mobilised approximately 2,000 individuals on 53
sites, including 34 client sites, to address the needs of its clients, the largest of which include EDF, Areva and the
Atomic Energy and Alternative Energies Commission (Commissariat à l’Energie Atomique et aux Energies
Alternatives). Services to the nuclear industry are thus primarily provided by the Group in France.
5. Group structure chart as of December 31, 2016
Percentages mentioned in the organizational chart below present holdings in terms of share capital and voting
rights of the Issuer as of December 31, 2016.
*Guarantors for the purpose of the Bonds.
Structure that will be put in place post-closing of the Acquisition.
71
6. Governance
The table below sets out the members of the board of directors of the Issuer at the date of this Prospectus, as well
as the offices held by the members of the board outside the Group.
Name Nationality Expiration date of
the term of office
Principal duty
performed in
the Issuer
Principal terms of office and duties
performed outside the Group
Gauthier Louette French General meeting
approving the
financial statements
for the financial
year ended
December 31, 2017
Chairman of the
Board of
Directors and
Chief Executive
Officer
Not applicable
Denis Chêne French General meeting
approving the
financial statements
for the financial
year ended
December 31, 2017
Director Not applicable
Nathalie
Palladitcheff(1)
French General meeting
approving the
financial statements
for the financial
year ended
December 31, 2018
Director Not applicable
Roberto Quarta(2) American/
Italian
General meeting
approving the
financial statements
for the financial
year ended
December 31, 2017
Director - Chairman and non-executive Director
of Smith & Nephew plc (limited
company)
- Chairman of WPP plc
- Partner of Clayton, Dubilier & Rice
- Chairman of Clayton Dubilier & Rice
Europe
Christian
Rochat(2)
Swiss General meeting
approving the
financial statements
for the financial
year ended
December 31, 2017
Director - Member of the Board of Directors of
Exova Group Plc (listed company)
- Partner of Clayton, Dubilier & Rice
Ltd
- Director of Clayton, Dubilier & Rice
Ltd
- Director of Tabasco Cooperatieve
B.A.
Gabrielle van
Klaveren-Hessel(3)
Dutch General meeting
approving the
financial statements
for the financial
year ended
December 31, 2018
Director Not applicable
Michel Bleitrach(4) French General meeting
approving the
financial statements
for the financial
year ended
December 31, 2017
Director - Vice-Chairman of Albioma (listed
company)
- Member of the Supervisory Board of
JC Decaux (listed company)
- Member of the Supervisory Board of
Socotec
- Chairman of the Supervisory Board of
Indigo (formerly Vincipark)
72
Name Nationality Expiration date of
the term of office
Principal duty
performed in
the Issuer
Principal terms of office and duties
performed outside the Group
Sir Peter Mason(4) British General meeting
approving the
financial statements
for the financial
year ended
December 31, 2017
Senior
Independent
Director
- Chairman of Thames Water Utilities
Limited
- Chairman of AGS Airports
- Chairman of Kemble Water Holdings
Limited
- Member of the Board of Directors of
SUBSEA 7 SA (listed company)
Sophie Stabile(4) French General meeting
approving the
financial statements
for the financial
year ended
December 31, 2017
Director - Member of the Supervisory Board of
Altamir
- Member of the Supervisory Board of
Unibail-Rodamco (listed company)
Regine
Stachelhaus(4)
German General meeting
approving the
financial statements
for the financial
year ended
December 31, 2017
Director - Member of Board of Directors of
Computacenter Hatfield UK
- Member of the Supervisory Board of
Metro AG Düsseldorf Germany
- Member of the Supervisory Board of
Covestro AG Leverkusen Germany
Daniel Boscari(5) French General meeting
approving the
financial statements
for the financial
year ended
December 31, 2018
Director Not applicable
(1) Director named on the proposal of Caisse de Dépôt et Placement du Québec.
(2) Directors named on the proposal of Clayton, Dubilier & Rice.
(3) Director representing FCPE SPIE Actionnariat.
(4) Independent Directors as defined by the Afep-Medef Corporate Governance Code.
(5) Directors representing Group employees.
All the members of board of directors of the Issuer are domiciled at 10, avenue de l’Entreprise, 95863 Cergy
Pontoise Cedex, France.
7. Conflicts of interest
To the Issuer’s knowledge, there are no potential conflicts of interest between any duties of the members of the
Board of Directors and the Chairman and CEO to the Issuer and their private interests and/or other duties as of the
date of this Prospectus.
73
8. Shareholding structure
The following table shows the distribution of the capital of the Issuer on December 31, 2016:
Shareholding
Shareholders Number of shares % of capital Number of voting
rights % of voting rights
Clayax Acquisition
Luxembourg 5 S.C.A.(1) 39,314,839 25.52% 39,314,839 25.52%
Managers(2) 11,955,291 7.76% 11,955,291 7.76%
- of which Mr. Gauthier
Louette 2,434,396 1.58% 2,434,396 1.58%
-of which Mr. Denis Chêne 1,030,634 0.67% 1,030,634 0.67%
Caisse de Dépôt et
Placement du Québec(3) 20,369,031 13.22% 20,369,031 13.22%
Employee shareholding(4) 5,973,763 3.88% 5,973,763 3.88%
Public 76,462,842 49.63% 76,462,842 49.63%
Treasury shares 390 0.0% 0 0.0%
Total 154,076,156 100% 154,075,766 100%
(1) Clayax Acquisition Luxembourg 5 SCA is held at 78.8% by funds controlled, managed or advised by Clayton, Dubilier & Rice, and at 21.2% by funds controlled, managed or advised by Ardian.
(2) Former and current Group executives and managers.
(3) Shareholding held directly by the Caisse de Dépôt et Placement du Québec.
(4) Shares held by Group employees, either directly or through the FCPE SPIE Actionnariat 2011/2015.
On March 14, 2017, Clayax Acquisition Luxembourg 5 S.C.A and Caisse de Dépôt et Placement du Québec sold a
total number of 15,500,000 shares of the Issuer, representing approximately 10.1 % of the share capital and voting
rights of the Issuer, by way of a private placement with an accelerated bookbuilding.
9. Legal proceedings and arbitration
Due to the complex nature of the services provided by the Group and the multiplicity of its customers, the Group
may be involved in legal, arbitration, administrative or regulatory proceedings in the normal course of its business.
The Group records a provision as soon as there is sufficient probability that such disputes result in costs to be paid
by the Issuer or by one of its subsidiaries, and the amount of such costs can be reasonably estimated.
As of the date of this Prospectus, the Group has no knowledge of any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which the Group is aware), other
than those described below, during a period covering at least the previous 12 months which may have, or have had
in the recent past, significant effects on the Issuer’s and/or the Group’s financial position or profitability.
As of December 31, 2016, the total amount of the Group’s provisions for litigation amounted to €41.9 million.
74
9.1 Anti-competitive practices in South-Western France
In a decision in October 2011, the French competition authority (Autorité de la concurrence française, the ADLC)
convicted ten companies, including SPIE Sud-Ouest, on the grounds that between 2003 and 2005, they had
engaged in concerted practices with competitors in connection with calls for tender in the electrification and
electrical installation markets in the Southwest region of France. The ADLC ruled that artificially high prices
resulted from those practices and ordered SPIE Sud-Ouest to pay a fine of €5.1 million. In November 2011, SPIE
Sud-Ouest filed an appeal of this decision before the Paris Court of Appeal, contesting the grounds of the sentence
and the amount of the fine. However, in 2012, SPIE Sud-Ouest paid the fine it was ordered to pay. It is specified
that 90% of this amount was reimbursed to the Group by AMEC in accordance with the indemnity undertaking
made to the Group by AMEC in connection with the AMEC’s 2006 sale of the Group to PAI Partners (pursuant to
which AMEC is required to reimburse the Group, for certain disputes, up to 90% of amounts paid by the Group as
a result of a court order, the “AMEC Indemnity Undertaking”). In March 2013, the Paris Court of Appeal
dismissed the appeal of SPIE Sud-Ouest which therefore filed an appeal before the French Supreme Court (Cour
de cassation).
In a judgment dated October 2014, the French Supreme Court reversed the decision of the Paris Court of Appeal
of March 2013, but only regarding the confirmation of the amount of the penalty imposed against SPIE Sud-Ouest,
and sent the parties back to the Paris Court of Appeal sitting in a different formation. In a decision dated January
2016, the Paris Court of Appeal reduced the monetary sanction of SPIE Sud-Ouest to an amount of €4.5 million.
This decision is being appealed before the French Supreme Court (Cour de cassation).
9.2 Recourse of the Île-de-France Region – Lycées of Île-de-France
In a decision of May 2007, the French Competition Council (Conseil de la concurrence), which became the
ADLC, convicted several companies, including SPIE Operations, on the grounds that between 1991 and 1996,
they had engaged in anti-competitive practices in connection with the award of contracts to renovate secondary
school buildings in the Île-de-France region. In February 2010, on the basis of this ruling, the Île-de-France
Region filed a claim before the Paris Civil Court of First Instance (Tribunal de grande instance) that the involved
companies and individuals be ordered to pay the region the sum of €358.8 million, an amount subsequently
reduced to €232.1 million, together with interest at the statutory rate since July 1997, in respect of the losses it
claimed to have suffered as a result of these illegal agreements. In December 2013, the Paris Civil Court of First
Instance ruled that the action of the Île-de-France Region was time-barred and that its claims were inadmissible. In
January 2014, the Île-de-France Region appealed the ruling before the Paris Court of Appeal.
In October 2014, the Prefect of Paris and the Île-de-France Region addressed to the public prosecutor at the Paris
Court of Appeal a denial of jurisdiction asking to transmit it to the President of the Paris Court of Appeal and to
invite the parties to file an appeal before the administrative court. By a decision dated June 2015, the Paris Court
of Appeal rejected the denial of jurisdiction. By an order dated July 2015, the Préfet of the Île-de-France Region
then escalated the conflict. By a decision dated November 2015, the Conflict Court confirmed the conflict order
taken by the Préfet of the Île-de-France Region and declared void the procedure before the Paris Court of Appeal
and the decision issued by this Court of Appeal in June 2015.
The Conflict Court having decided on the administrative jurisdictions having jurisdiction over this case, the
Administrative Court will now be in charge of examining the case.
The Group believes that it has strong arguments to challenge the existence and the amount of the damages
allegedly caused to the Region by the Group. In addition, the Group believes that these proceedings are covered by
the AMEC Indemnity Undertaking.
9.3 Recourse by SNCF – EOLE
In a decision in March 2006, the French Competition Council, which became the ADLC, convicted several
companies, including SPIE Operations, on the grounds that they had engaged in anti-competitive practices in
connection with the award of tenders related to the public works sector in the Île-de-France region. On the basis of
this ruling, which was confirmed by a decision of the French Supreme Court (Cour de cassation) in October 2009,
75
SNCF, the French national railway operator, filed a claim in March 2011 with the French Administrative Court of
Paris (Tribunal administratif de Paris) asking that the companies convicted in 2006 be jointly ordered to pay it the
sum of €59.6 million, for indemnification for the loss it had allegedly suffered as a result of the anti-competitive
practices relating to contracts entered into for the construction of the EOLE line. In July 2014, the Clerk’s office of
the Administrative Court of Paris (Greffe du tribunal administratif de Paris) sent to the relevant companies, which
include subsidiaries of the Group, a new supplementary and recapitulative brief from SNCF. SNCF requested the
cancellation of the procurement contract relating to the public works necessary for construction of the underground
railway station Magenta in connection with project EOLE (Lot 34B) and therefore requested a joint order against
the relevant companies, including SPIE Operations, to pay an amount of approximately €197.7 million, which
corresponds to the amounts paid by SNCF to these companies pursuant to this Lot. SNCF has also instituted
proceedings to cancel the procurement contract relating to the public works necessary for construction of the
underground railway station Saint-Lazare in connection with project EOLE (Lot 37B) and therefore requested a
joint order against the relevant companies including SPIE Operations to pay an amount of approximately €281.4
million, which corresponds to the amounts paid by SNCF to these companies pursuant to this Lot. SNCF also
requested from the Administrative Court of Paris a joint order against these companies to guarantee the payment of
the abovementioned amounts requested, up to the amount of the cost overruns, namely €33.9 million for the Lot
34B and €37.2 million for the Lot 37B, for indemnification for the loss it had allegedly suffered as a result of the
anti-competitive practices of the other companies which participated in the tender but were not granted the Lot.
In February 2016, a settlement agreement was reached between all the companies (including SPIE Operations),
except for a few, and SNCF, by which the parties withdrew their claims. In a decision in May 2016, the French
Administrative Court of Paris (Tribunal administratif de Paris) accepted the withdrawal of the claims and
proceedings of the parties under the settlement agreement and rejected SNCF’s claim for indemnification for the
loss it had allegedly suffered as a result of the anti-competitive practices.
In July 2016, SNCF filed a petition with the Paris Administrative Court of Appeals (Cour administrative d’appel
de Paris) to overturn the decision of the French Administrative Court of Paris (Tribunal administratif de Paris)
which rejected its claims for indemnification against the companies not involved in the settlement agreement and
requested that such companies be forced to compensate SNCF for the loss it allegedly suffered as a result of the
above mentioned anti-competitive practices. These companies also filed a petition with the Paris Administrative
Court of Appeals (Cour administrative d’appel de Paris) for the cancellation of the decision of the French
Administrative Court of Paris (Tribunal administratif de Paris) which acknowledges the withdrawals of the parties
to the settlement agreement and SNCF and the confirmation of the dismissal of SNCF’s claim for indemnification.
The Group believes that these proceedings are covered by the AMEC Indemnity Undertaking.
9.4 Investigation in the context of bid tenders launched in the public lighting sector in Ardèche
(France)
In November 2013, pursuant to an inquiry request from the French Ministry of the Economy and Finance, and a
request from the DIRECCTE14
of Rhône-Alpes citing five bid tenders launched in the public lighting sector in
Ardèche, inspections and seizures were performed in 11 companies, including one branch of SPIE Sud-Est. At the
date of this Prospectus, no complaint or charges have been notified to SPIE Sud-Est.
9.5 Investigation in the context of a market in Finistère (France)
In January 2015, inspections and seizures were performed by law enforcement officers (officiers de police
judiciaire) in SPIE Ouest-Centre in the context of an inquiry relating to the award of some markets relating to the
building of a plant in Finistère in 2013. At the date of this Prospectus, no claim has been notified to
SPIE Ouest-Centre.
14 Direction Régionale des Entreprises, de la Concurrence, de la Consommation, du Travail et de l’Emploi.
76
10. Material contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, the Issuer has not entered into any
material contracts that are not entered into in the ordinary course of its business, which could result in any member
of the Group being under an obligation or entitlement that is material to the Issuer’s ability to meet its obligations
to Bondholders in respect of the Bonds.
11. Information from third parties, expert declarations and declarations of interests
Not applicable.
77
DESCRIPTION OF THE ACQUISITION AND OF THE SAG GROUP
The following information about SAG, its activities and financial results is based on information provided by SAG
in the course of the acquisition process and on information that has been made publicly available by SAG. The
financial information related to SAG relating to the financial year ended December 31, 2016 has been extracted
or is derived from the audited consolidated financial statements of SAG prepared in accordance with International
Financial Reporting Standards as adopted by the European Union. These financial statements have been audited
by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft.
On December 23, 2016, the Issuer entered into a sale and purchase agreement (the “Acquisition Agreement”) in
relation to the acquisition of SAG Vermögensverwaltung GmbH and its subsidiaries (together, “SAG”) (the
“Acquisition”). The completion of the Acquisition is contemplated by the end of March 2017, subject to usual
condition precedents and antitrust approval by the European Commission.
The Acquisition implies certain risks for the Group which are further described in Section “Risk Factors – 6. Risks
relating to the acquisition of SAG” of this Prospectus.
1. Presentation of SAG
Introduction
SAG is a major player in services and systems supply for electrical power, gas, water and telecommunications
networks. It was founded in 1916 by the railway construction company Becker & Co., in Berlin, to develop
electrification infrastructure in the cities and in the countryside. In 2005, all energy technology activities of RWE
Solutions were centralised under the umbrella of SAG through a spin-off of such activities. As a century-long
service provider for energy infrastructure in Europe, SAG played a major role in shaping the German energy
infrastructure. Headquartered in Langen, Germany, SAG is owned by private equity firm EQT since 2008.
As at the date of this Prospectus, SAG employs approximately 8,000 full-time employees across its locations.
For the financial year ended December 31, 2016 SAG generated consolidated revenue of €1,325 million,
consolidated adjusted EBITDA15
of €104 million (i.e., an EBITDA margin of 7.8%) and consolidated EBITA16
of
€77 million (i.e., an EBITA margin of 5.8%).
As of December 31, 2016 the total financial debt17
of SAG amounted to €480 million.
Principal activities of SAG
SAG is a leading European provider of mission-critical energy infrastructure services and its activities are
primarily focused on servicing power transmission and distribution grid and covers the full energy infrastructure
value chain, from the production of electrical power to the provision of such electricity both to private and
industrial customers. SAG offers a comprehensive range of services to new facilities (such as consultancy and
design, engineering and procurement and installation) and asset support services (such as maintenance services,
upgrades and modifications and replacement). SAG operates primarily in Germany, Central & Eastern Europe
(Hungary, the Czech Republic, Slovakia and Poland) and France.
In Germany, SAG provides three categories of services: distribution grid services, high voltage services and gas &
near shores services, which represented approximately 45%, 15% and 14% respectively of SAG’s consolidated
revenues for the financial year ended December 31, 2016. As regards distribution grid services, SAG benefits from
15 The adjusted EBITDA represents the income generated by SAG’s permanent operations before tax and financial income
and adjusted for special items. 16 The adjusted EBITA represents the adjusted EBITDA less depreciation/amortization of tangible and intangible assets (not
including depreciation/amortization of customer base). 17 Total financial debt corresponds to the sum of current and non-current financial liabilities due to related parties and current
and non-current liabilities due to third parties.
78
a large scale service organization enabling it to provide a complete service offering for medium and low voltage
power grids as well as piping systems for distribution system operators and industrial customers. As regards high
voltage services, SAG benefits from technical expertise for transmission system operators and provides a full
service offering for EHV/HV18
overhead lines and EHV/HV/MV18
substations, auxiliary plants and protection and
control technology. As regards the gas & near shores services, SAG has a leading market position in near-shore
cabling and provides a full service offering for gas infrastructure, gas fuelling stations as well as pipeline/HV land
cable maintenance. For the financial year ended December 31, 2016, Germany represented 74% of the
consolidated revenues of SAG.
In Central & Eastern Europe, SAG has a leading presence in the Czech Republic, Slovakia, Poland and Hungary
and provides a full service offering for high voltage transmission lines and high/medium voltage substations. For
the financial year ended December 31, 2016, Central & Eastern Europe represented 15% of the consolidated
revenues of SAG.
In France, which is one of Europe’s largest markets, SAG has succeeded to establish a stable and relevant
footprint. It provides a complete service offering for MV/LV power grids as well as EHV/HV transmission lines
and cable/piping systems. For the financial year ended December 31, 2016, France represented 11% of the
consolidated revenues of SAG.
Client portfolios
As a century-long service provider to energy infrastructure in Europe, SAG has established diversified and long-
standing client relationships.
For the financial year ended December 31, 2016, SAG’s client base in Germany was composed of clients in the
following sectors: 49% from distribution system operators, 16% from special industries & other (i.e. railway,
telecommunications, renewable energy companies, pipeline operators etc.), 18% from transmission system
operators, 12% from industrial and commercial, 5% from the public sector. These clients include major energy
players such as RWE/Innogy, E.ON, EnBW, EWE and Vattenfall. In Eastern Europe, SAG clients are
transmission system operators and leading distribution system operators in its respective countries.
SAG has established long-standing client relationships for the financial year ended December 31, 2016,
approximately 60% of SAG’s consolidated revenue in Germany was derived from clients with whom SAG has
worked with for more than 10 years; approximately 32% with clients with whom SAG has worked with for less
than 5 years, resulting in a share of approximately 8% with clients with whom SAG has worked for 5 to 10 years.
In addition, SAG has a low client concentration, with its top 10 accounts amounting to approximately 48% of its
revenue.
Business model
SAG has developed a partnership driven business with safety at the heart of its corporate DNA. The majority of
SAG revenues are derived from stable framework business based on longstanding client relationships. For the
financial year ended December 31, 2016, framework contracts (with a duration between 1 year and 8 years)
represented approximately 41% of SAG’s consolidated revenues with a median order size in Germany of
approximately €79,000. For the same period, add-on services in the context of framework business represented
approximately 11% of SAG’s consolidated revenues, with a median order size in Germany of approximately
€67,000 (with a duration between 4 months and 12 months). Finally, non-framework business of SAG represented
approximately 48% of its consolidated revenues, with a median order size in Germany of approximately €80,000
(with a duration between 10 months and 3 years).
SAG benefits from a highly cash generative profile with low capital expenditure and negative working capital
requirement. For the financial year ended December 31, 2016, the total amount of SAG’s capital expenditures19
18 EHV: extra high voltage; HV: high voltage; MV: medium voltage; LV: low voltage. 19 Total consolidated capital investments of SAG.
79
amounted to €24.8 million, or approximately 1.9% of its revenues. As a result, SAG cash conversion ratio was
102% for the financial year ended December 31, 2016, in line with SPIE’s performance.
Market position
As at the date of this Prospectus, SAG holds leading positions in key European markets such as Germany,
Hungary, Slovakia and the Czech Republic. In addition, SAG has established a strong footprint in Poland and
France. It is present nation-wide in Germany with approximately 120 locations and holds approximately 50
locations in the rest of Europe.
For the financial year ended December 31, 2016, SAG’s revenue breakdown per geography was as follow: 74%
for Germany, 15% for Central Europe and 11% for France.
In the context of the Acquisition, the Group has identified strong long term growth dynamics in the energy
services market which should support SAG’s development in the coming years and integrate in the Group’s
growth drivers, including:
Renewal of ageing infrastructure: the majority of existing European grid infrastructure has been installed
before the mid-1980s and will reach the end of its lifecycle within the next 10-20 years.
Shift of renewables and decentralised power generation: renewable energy sources are expected to dominate
the European power generation market particularly in Germany. Substantial investments in the German grid
are therefore expected for connection of decentralized renewable energy sources.
Regulation: the liberalization of European energy markets drives the implementation of Europe-wide “super
grid” and the European regulatory framework supports and enhances extensive investment in electricity
grids.
Digitalisation / smart technologies / grid automation: development of new technologies to generate, store,
distribute and use power and further leverage multi-case uses as well as development of new IT-based
technologies (e.g. smart devices).
With these trends, the Group estimates that in SAG’s addressable markets in Germany between 2016 and 202020
:
the power transmission services market could grow at an average annual growth rate (CAGR) of 3% to 4%;
the power distribution services market could grow at a CAGR of 2% to 3%; and
the near-shore services market could grow by approximately 2%.
2. Presentation of the Acquisition
Purpose of the Acquisition
The Group considers that the combination of its activities and SAG’s activities will create a German leader in
multi-technical services, sharing the key success factors of the Issuer model, based on a wide range of
complementary technical capabilities, a diversified client base and a densified geographical footprint. It will also
provide to the Group a gateway for further expansion into Central Europe. With strong exposure to long-term
growth drivers, potential for further targeted bolt-on acquisitions, and significant cost synergies planned, this new
platform should be well poised to deliver long-term revenue growth and margin expansion for the Group. The
Group believes that well-matched, deeply ingrained corporate cultures, strong similarities in business model, and
full commitment from SAG management should ensure a smooth integration process.
20 Issuer’s estimates based on public information including Bundesnetzagentur, BDEW and SAG’s filings.
80
On a pro forma basis (including SAG as if it had been acquired as of January 1, 2016), the Group would have
generated consolidated production of €6,469.8 million and consolidated EBITA of €429.3 million for the financial
year ended December 31, 2016, compared to €5,144.5 million and €352.4 million respectively on an historical
basis.
Synergies
The Issuer expects the Acquisition to create significant cost synergies in procurements, since the Acquisition will
lead to the purchase of higher volumes and will therefore lead to larger rebates, and the centralization of buying
functions. The Issuer also expects other cost synergies as a result of the optimization and integration of corporate
functions, as well as the integration of real estate and non-payroll general and administrative expenses. Finally, the
Acquisition will increase the Group network density and enable the Group to make efficiency gains.
In this context, the Issuer expects to deliver pre-tax synergies of approximately €20 million in procurement,
administrative and other operating expenses over two years.
Integration of SAG into the Group
In the past, the Group has already demonstrated its ability to complete major acquisitions leading to successful
integration of acquired companies, especially in its Germany & Central Europe segment. For instance, in Germany
& Central Europe, the Group completed one major acquisition in 2013 (the services solutions business of Hochtief
which represented revenues of €700 million in 2012), one bolt-on acquisition in 2014 (Fleischhauer), two bolt-on
acquisitions in 2015 (Hartmann and Cromm & Co), three bolt-on acquisitions in 2016 (several companies of the
COMNET group, GfT and AGIS Fire & Security).
The Group expects to implement its integration policy to the SAG acquisition in order to ensure a smooth and
rapid integration within the Group, thus strengthening its Germany & Central Europe segment as the Group’s
second pillar.
Indicative timetable
The Group expects to complete the Acquisition by the end of March 2017, subject to antitrust approval by the
European Commission.
Acquisition price
The transaction is valued at approximately €850 million, including the cash consideration of €460 million and a
post-tax net pension liability of €390 million21
. It is expected to be accretive as from 2017, with a positive impact
on adjusted EPS22
of approximately 10% in 2017.
The implied transaction multiples are 11.0x 2016 EBITA pre synergies, and 8.8x post run-rate synergies.
Financing of the Acquisition
The Acquisition will be financed with a portion of the proceeds from the Bonds offering (see Section “Use of
Proceeds” of this Prospectus).
The impact on the Issuer’s net financial debt will be limited to €460 million with a pro forma net debt/ EBITDA
leverage ratio as of December 31, 2016 of 2.8x. The cash generative profile of both the Issuer and SAG should
allow for steady deleveraging going forward, while continuing to pursue the Group’s bolt-on acquisition strategy.
21 Including a €455 million IFRS net provision and €(65) million of deferred tax assets. The closed defined benefit pension
plan of SAG represents an annual service cost of €2 million, interest cost of €11 million and actual cash outflow of €12
million. The estimated liability is computed using a 2.1% discount rate.
22 Earnings per share, fully diluted, adjusted for intangible amortization and exceptional items.
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INDUSTRY
The Group is the independent European leader in multi-technical services23
, with a strategic focus on regions in
which the market structure and growth dynamics match the Group’s business model and allow it to take leading
positions. The European multi-technical services market is characterized by high disparities depending on the
country; therefore the presentation below sets forth an analysis of the markets with regards to the main countries in
which it has a presence.
As of the date of this Prospectus, the Group is the leading independent player in France23
. The Group also benefits
from a strong and growing presence in Germany, the Netherlands, Belgium, the United Kingdom and Switzerland,
where it considers itself to be amongst the main players.
1. Multi-Technical Services
The Group is developing its offerings of multi-technical services in France, Germany, Switzerland, Central Europe
(Poland and Hungary) and North-Western Europe (the United Kingdom, the Netherlands and Belgium). In each of
these countries, the multi-technical services market is made up of the following end-markets:
– tertiary sector: comprising mainly office buildings, retail and healthcare;
– industry sector: including in particular pharmaceuticals, petro-chemicals, automotive and aerospace;
– infrastructure: including energy, transport and telecommunications infrastructure operated mainly by large
national companies;
– local authorities: including all public buildings (excluding hospitals) and infrastructures owned by regional
and municipal authorities (schools, research centers, libraries, city halls, public lighting, etc.); and
– residential buildings: where the Group has a limited presence, mostly addressed by small local players.
1.1 France
Market trends
After a strong decline in 2015, the activity within the public sector of the French multi-technical services market
has stabilized in 2016. In the private sector, certain market segments, such as aerospace or pharmaceutical
industry, demonstrated resilience whereas the competition remained vigorous on other market segments, such as
the services sector.
Competitive environment
The French multi-technical services market is structured around four types of players:
– large subsidiaries of leading French construction groups (Vinci Energies, Eiffage Energie, Bouygues E&S);
– subsidiaries of energy groups (Engie, EDF);
– large national independent players (SPIE, SNEF); and
– a large number of small and medium-sized regional and local players, basing their strategy on proximity and
customer relationships.
Major players now offer all types of services and cover all end-customer markets. In 2016, in a French market that
is still fragmented, although more consolidated than other European markets, the Group believes it is the third
largest player23
.
23 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by
the Group’s main competitors for the financial year ended December 31, 2016.
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1.2 Germany & Central Europe
Germany
Market trends
Since the acquisition of the Hochtief Service Solutions activities in 2013, Germany is the Group’s second-largest
market. After having seen a growth of approximately 5% per year over the period from 2010 to 2016, the German
multi-technical services market should continue to grow in the coming years24
, boosted by the development in
outsourcing and subcontracting technical services. In fact, clients present on this market are opting increasingly for
multi-technical service providers so as to group their subcontracting contracts and build lasting contractual
relations.
Competitive environment
The German multi-technical services market is structured around six types of players:
– technical solution providers for major installation or renovation projects (Caverion, Engie ROM Technik);
technical facilities management players (SPIE, Apleona, Strabag, Wisag);
energy management service providers (SPIE, Engie, Getec, public and private energy suppliers);
specialised industrial services providers (Bilfinger, Wisag, Leadec, Veltec (formerly Voith Industrial
Services));
integrated non-technical facilities management players with focus on soft-services, for example cleaning and
catering (Sodexo, Wisag, Compass, Dussmann); and
various small and medium-sized regional and local players, especially in the fields of M&E and ICT.
In 2016, the Group believes it is the fifth largest player in facilities management in Germany (on the relevant
market for renovation and maintenance business). The market is highly fragmented, even though the largest
players have grown by engaging in various acquisitions in recent years.
Pressure from competition is still a major issue on the German market, in a context where the various players seek
to progressively penetrate their competitors’ service segments.
On December 23, 2016, the Group announced a further step in its development in Germany, with the acquisition
of the SAG group, a major player in services and systems supply for electrical power, gas, water and
telecommunications networks (see Section “Description of the Acquisition and of the SAG group” of this
Prospectus).
1.3 North-Western Europe
United Kingdom
Market trends
In 2016, the M&E sector has started to benefit from growing demand as construction activity and consumer and
business confidence was restored following a prolonged recession. However, the Brexit vote has delayed some
investment decisions, and there is a potential for further uncertainty as Brexit negotiations go forward in 2017.
There remain, however, opportunities to drive the sector forward, including renewed government commitment to
infrastructure projects and potential new maintenance contracts.
24
Source Lünendonk-Study 2016 - Facility Service
83
Competitive environment
The United Kingdom multi-technical services market is structured around four types of players:
– integrated construction groups (Balfour Beatty, Skanska, Laing O’Rourke);
– multi-technical service specialists (NG Bailey, SPIE, Forth Electrical, Imtech, T. Clarke, Lorne Stewart);
– operators core in other services with M&E offering (SSE, InterServe); and
– a large number of small and medium-sized regional and local players.
The United Kingdom multi-technical market is highly fragmented. The Group believes it is one of the three largest
players in the United Kingdom multi-technical market25
.
The Netherlands
Market trends
In 2016, the Dutch market remained contrasted with notably a positive trend regarding activities related to the
energy sector and a less favourable situation within the services sector.
In the coming years, the Dutch multi-technical services market should in particular benefit from a large grid
renovation program, as well as an expected upturn in the installation market.
Competitive environment
In 2016, the Group believes it is the second largest player in the Dutch multi-technical services market which is
rather fragmented25
.
Belgium
Market trends
In 2016, the Belgian multi-technical services slightly increased. The main growth factors of the Belgian multi-
technical services market are increased outsourcing of multi-technical services by industrial and tertiary clients,
renewal and transformation of the industrial network, and also investment in the health sector.
Competitive environment
The Belgian multi-technical services market is primarily addressed by international groups. In 2016, the Group
believes it is the third largest player in the Belgian market25
.
2. Communications
The Group operates on the Information & Communications Technology Services markets, which covers:
infrastructures for telecommunications (which is comprised in the multi-technical services offer as
referred to in Section “Industry – 1. Multi-Technical Services” of this Prospectus); and
infrastructures for networks and information systems, and communications, video and data application
services, primarily in France, Germany, Switzerland and the Netherlands (as referred to in the present
Section of this Prospectus).
25 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by
the Group’s main competitors for the financial year ended December 31, 2016.
84
Market trends
Regarding the communication services, the main medium-term growth factors on this market are cloud computing,
which is the principal enabler of the digital transformation, the digital sector, and the user experience. Mobility
and information systems security will continue to contribute to market growth.
Its aim is to provide a global offer of advice-engineering-integration services, IT outsourcing, maintenance and
operated/cloud services in the technological perimeter of Unified Communications & Collaboration, IP
Infrastructures and Security, data centers and the Internet of objects.
Communication service offer is made up of three segments:
– Consultancy and engineering-integration services, encompassing advice, design of architecture and
technological integration intended to (i) construct communications, collaboration, local network and wider
network solutions (Lan/Man/Wan); (ii) make efficient, mobile and secure work environments available to
users, and (iii) implement systems infrastructures suitable for the digitalization of businesses and companies;
– Communication and information system support and operation services, in order to guarantee availability of
applications: (i) IT outsourcing services for user environments, communication and collaboration systems,
network and systems infrastructures; (ii) technological expertise services and solutions; and (iii) maintenance
services associated with technologies;
Operated/Cloud services and cloud in order to ensure the most efficient network architecture: unified
communications, Cloud computing, IP Infrastructures and Security and IT outsourcing.
Competitive environment
The Information and Communication Technology services market remains highly fragmented, with a very large
number of local players. In 2016, the Group believes it is among the main players in this market26
.
3. Oil & Gas and Nuclear
3.1 Oil & Gas
Market trends
The Oil & Gas technical services market covered by the Group (Africa, Middle-East and Asia-Pacific)
experienced a strong decline in 2016. Visibility on levels of activity in the short-and medium-term is limited. In a
context of a low price per barrel, which, however, slightly increased in 2016, oil customers investments should
remain low, or continue to decrease in 2017, whilst new initiatives for reducing their operating spending are
expected, in order to reach their ambitious targets in terms of production costs reduction. Downstream oil markets
(refining and petrochemicals) are, for their part, not so much affected by the drop in price per barrel, in particular
in the Middle East. In general, the current global context and the significant reduction of the amount of new
business opportunities resulted in a very competitive environment with strong pressure on prices.
The market for technical services to the oil and gas industry covered by the Group comprises four segments:
– production and maintenance segment, which comprises the operation and maintenance of production
facilities on behalf of oil companies (workforce and equipment), and the associated training services;
– new build projects segment, which comprises engineering, procurement and construction (EPC) of new
offshore and onshore production facilities, and the associated training services;
26 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
85
– renovation projects segment, which comprises engineering, procurement and construction (PRC) related to
the upgrade or renovation of existing offshore and onshore production facilities, and the associated training
services; and
support services to exploration and drilling activities (workshops, equipment, etc.).
Competitive environment
In 2016, the Group considers that it is one of the major players on the technical assistance and operating
maintenance markets. The rest of the market is highly fragmented, with a very large number of small local and
regional players, as well as temporary technical staff providers.
3.2 Nuclear
Market trends
The market of multi-technical services generated by the production of nuclear electricity has seen good trends in
2016 and should continue to grow during the coming years thanks, in particular, to the renovation work linked to
extending the lifetime of plants (the “Grand Carénage” program), and to what are known as the post-Fukushima
changes (increased security following the accident in Fukushima).
As a reminder, the construction of new plants should be launched from 2030, with the construction of the EPR,
EDF and AREVA considering a “New Model EPR” which is more easily exportable. Besides, dismantling
remains, for the time being, a “future” market for EDF.
This market is characterized by a strong concentration of clients, with EDF, Areva and the Atomic Energy and
Alternative Energies Commission (Commissariat à l’Energie Atomique et aux Energies Alternatives) being the
three major players.
Competitive environment
The market is quite consolidated, with few players having the expertise and qualifications needed to work in the
specific environment of conventional nuclear plant islands. In 2016, the Group believes it is among the three
largest players in the multi-technical nuclear industry services market in France27
.
27 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by
the Group’s main competitors for the financial year ended December 31, 2016.
86
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Readers are invited to read the following information on the Group’s financial results for the financial years ended
December 31, 2016 and December 31, 2015, together with the English translation of the 2016 Issuer’s
Consolidated Financial Statements, which are provided in Section “Consolidated financial statements of the Issuer
for the financial year ended December 31, 2016” of this Prospectus.
The 2016 Issuer’s Consolidated Financial Statements were prepared in accordance with IFRS, as adopted by the
European Union. The 2016 Issuer’s Consolidated Financial Statements contain comparative information restated
for the financial year ended December 31, 2015 pursuant to IFRS 5. A free English translation of the statutory
auditors’ report on the 2016 Issuer’s Consolidated Financial Statements is included in Section “Statutory auditors’
report on the Issuer’s audited consolidated financial statements for the financial year ended December 31, 2016”
of this Prospectus.
1. General presentation
1.1 Introduction
The Group is the independent European leader in multi-technical services in electrical, mechanical and HVAC
engineering, communication systems, and specialized energy-related services28
. The Group assists its customers in
the design, construction, operation and maintenance of energy-saving installations that are environmentally
friendly.
The Group uses the following segmentation for its reporting needs:
– France, which consists of the Group’s French activities in multi-technical services and communication and
which represented 43.8% of consolidated production and 44.6% of consolidated EBITA for the financial year
ended December 31, 2016;
– Germany & Central Europe, which comprises the Group’s multi-technical service operations in Germany,
Poland, Hungary and Switzerland and which represented 18.0% of consolidated production and 12.8% of
consolidated EBITA for the financial year ended December 31, 2016;
– North-Western Europe, which covers the Group’s multi-technical service activities in the United Kingdom,
Belgium and the Netherlands, along with Morocco, and which represented 26.7% of consolidated production
and 19.1% of consolidated EBITA for the financial year ended December 31, 2016; and
– Oil & Gas and Nuclear, which covers the Group’s operations in the Oil & Gas sectors around the world as
well as the nuclear sector in France. This segment represented 11.5% of consolidated production and 17.8%
of consolidated EBITA for the financial year ended December 31, 2016.
During the financial year ended December 31, 2016, the Group recorded consolidated production of
€5,144.5 million and consolidated EBITA of €352.4 million.
1.2 Principal factors having an impact on results
Certain key factors and past events and operations have had, or may continue to have an impact on the business
and operating results of the Group presented below. The main factors that impact the Group’s results are (i)
general economic conditions in the Group’s markets, (ii) acquisitions, disposals and changes in perimeter (iii) the
Group’s cost structure, (iv) purchases of furniture and equipment, (v) the management of the contract portfolio,
(vi) the seasonality of working capital and cash requirements, and (vii) exchange rate fluctuations. A more detailed
description of each of these factors is provided below.
28 Issuer’s estimate based on its production for the financial year ended December 31, 2016 and the revenue published by the
Group’s main competitors for the financial year ended December 31, 2016.
87
General economic conditions in the Group’s markets
The demand for services depends on economic conditions, including GDP growth in the countries in which the
Group operates. During periods of strong GDP growth, the Group’s activity is driven by industrial investments and
construction projects in the public and tertiary sectors. During periods of very limited growth, even recession, the
design and construction business declines because of the drop in investment expenditures by the Group’s
customers, primarily because of the decline in demand by public entities and companies in the industrial and
energy sectors. As a result, over the last three years and primarily in the multi-services segment, the Group has
been facing a decrease in demand for installation services, particularly from steel producers, auto makers and their
supply chains. In addition, heavier competition among suppliers during these periods affects the Group’s results
(with, for instance, the renegotiation of the pricing conditions at the time of the contracts renewal or a high price
pressure in the context of call for tenders). During these recession periods, even though customers reduce their
investments, the demand for maintenance services is not, however, affected, which maintains a predictable
revenue stream (for the financial year ended December 31, 2016, maintenance services have represented 43% of
the Group’s consolidated production, against 46% for the financial year ended December 31, 2015).
Acquisitions, disposals and changes in perimeter
Acquisitions
In recent years, external growth has contributed significantly to the overall growth of the Group’s business. The
Group intends to pursue its acquisition strategy in order to increase its market presence, its service offering and its
service capacity.
In line with its strategy, when opportunities arise, the Group makes medium-sized acquisitions in order to establish
a footprint in countries where the Group is not already present or has a limited presence.
In the last two years, the Group has completed numerous acquisitions.
In 2015, the Group signed or completed eight acquisitions representing a total acquired production of
approximately €184 million. In May 2015, the Group acquired the business of Numac, a leader in technical and
industrial maintenance services in the Netherlands. With a turnover of approximately €60 million in 2015, Numac
thus completes SPIE’s customer base and maintenance expertise in the Netherlands. In July, the Group also
acquired Leven Energy Services, whose turnover amounted to approximately €58 million in 2015, thus expanding
its range of services to the energy distribution networks in the United Kingdom. In December 2015, the Group
concluded three acquisitions effective in January 2016, including Hartmann-Elektrotechnik GmbH, which
achieved turnover of approximately €38 million in 2015, to reinforce the ICT offer in Germany, and Jansen
Venneboer in the Netherlands, specialising in wet infrastructures, which achieved turnover of approximately €19
million in 2015.
In 2016, the Group signed or completed 10 acquisitions representing a total acquired production of approximately
€263 million. For example, in May 2016, the Group completed the acquisition of the French group RDI, which
achieved a turnover of approximately €36 million in 2015, and strengthened its expertise and skills in the fields of
outsourcing services and IT infrastructures’ integration, application services and the cloud. In July, the Group
entered into two agreements in order to acquire (i) several companies of the COMNET group specialized in the
provision of services and solutions in the IT sectors and that generated a turnover of approximately €30 million in
2015 and (ii) GfT, a company providing services in the areas of safety engineering, fiber optics, data technology
and electrical engineering which generated a turnover of approximately €17 million in 2015. In September, the
Group completed the acquisition of AGIS Fire & Security, a specialist in fire protection, safety and building
technology solutions, mainly operating in Poland and Hungary and which achieved a turnover of approximately
€28 million in 2015. With this acquisition, the Group is deepening its footprint in Central Europe. In October, the
Group acquired Alewijnse Technisch Beheer and thereby strengthened its position on the industry segment in the
central part of the Netherlands. Alewijnse Technisch Beheer generated a turnover of approximately €33 million in
2015. In November, the Group also completed the acquisition of (i) Trios Group, a leading British player in the
services related to facilities and real estate with a turnover of more than GBP60 million in 2015 and (ii)
88
Environmental Engineering Ltd, a British company specialized in HVAC, mechanical and electrical engineering
services within the food and beverage industry with a turnover of approximately GBP19 million in 2015. With
these two acquisitions, the Group strengthened its offering in the United Kingdom market concerning respectively
the Technical Facility Management and the food, beverage and pharmaceutical sectors, while deepening its
geographical footprint and its concentration in the United Kingdom.
Disposals
In recent years, the Group has sold various subsidiaries, either because they were not related to the Group’s core
business or because they were located in countries in which the Group does not intend to expand.
In 2016, the Group completed the sale of its subsidiary TecnoSpie SA in Portugal.
Changes in perimeter
More generally, the Group’s results may be impacted by changes in perimeter, such as a change in accounting
methods of a particular company. In 2016, for instance, the accounting method of the SONAID joint-venture in
Angola (OCTG activities) has been changed from full consolidation method to equity method due to the loss of
decision making-control in the company in the first half of 2016.
The Group’s cost structure
The Group continuously works to reduce the percentage of its fixed costs by implementing initiatives designed to
improve its cost structure, particularly by outsourcing certain services to subcontractors, using fixed-term contracts
and temporary work, and permanently adjusting its staff. The development of these initiatives has allowed the
Group to maintain its margins during periods of recession. Variable costs form the majority of the Group’s
operating expenses (particularly the costs for the purchases of supplies and equipment incorporated in the structure
and the costs for subcontracting). For the financial year ended December 31, 2016, personnel expenses represented
39% of the Group’s cost structure, costs related to purchases represented approximately 22%, subcontracting
expenses represented approximately 21% and temporary work costs represented approximately 4%. In total,
variable costs represented approximately 56% and fixed costs approximately 44% of the Group’s cost structure.
Purchases of supplies and equipment
The Group purchases supplies and other specific equipment in order to provide services to its customers. The cost
of these purchases, which are booked as “operating expenses”, fluctuates as a function of changes in the Group’s
activity. During periods of strong economic growth, such expenses represent a larger percentage of total costs
because installation services, which require the purchase of more supplies and equipment, represent a larger share
of the Group’s total sales. In periods of economic slowdown, while maintenance services generate more revenue
than installation services, these expenses are lower as maintenance services require more limited use of supplies
and equipment. Purchases of supplies and equipment represented 17% of the total operating expenses on the
income statement for the financial year ended December 31, 2016 and 20% of the total operating expenses on the
income statement for the financial year ended December 31, 2015.
Management of the contract portfolio
The Group’s business model is based on recurring revenue flows from a large number of small projects over a
broad range of markets. As a result, the Group’s production in general is not subject to strong variations from one
period to another. However, changes in the markets in which the Group’s main customers operate may have an
impact on the level of demand for services and, as a result, on the Group’s earnings.
Seasonality of working capital and cash requirements
The Group’s working capital requirements are seasonal, although they are negative as a result of the structure of its
customer contracts and the Group’s dynamic policy for invoicing and collection of receivables. Generally, the
Group’s cash flow is negative in the first half of the year because of the seasonality of the Group’s business (which
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is generally lower in the first half) and because of the payment cycle for certain personnel expenses and social
security expenses.
In contrast, the cash flow is generally positive in the second half because of the higher activity level, which implies
higher billing and receipts.
Foreign exchange fluctuations
The consolidated financial statements of the Group are presented in euros. However, in each of the countries in
which it operates, the Group generally makes sales and incurs expenses in local currencies. As a result, these
transactions must be translated into euros during the preparation of the financial statements. On the income
statement, this translation is made using the average of the exchange rates applicable at the end of the month for
each period in question. On the statement of financial position, this translation is made using the exchange rates
applicable at the closing date of the statements. Even though the Group has relatively low exposure to the risk of
transactions executed in local currencies, fluctuations in exchange rates can have an impact of the value in euros of
the Group’s production, expenses and income (see Section “Risk Factors – 4.3. Risks relating to exchange rates”
of this Prospectus).
The vast majority of the Group’s non-euro sales and expenses are in GBP or Swiss franc. For the financial year
ended December 31, 2016, 18.9% of the Group’s production were recorded in currencies other than the euro,
including 9.3% in GBP and 2.8% in Swiss Franc.
Petrol Price Evolution
In the context of its Oil & Gas activities, the Group is exposed to fluctuations in oil prices, which affect the level
of its activities with its clients, including those of its OCTG activities operated by its SONAID joint venture in
Angola. In 2016, the OCTG activities contributed €14.3 million to the Group’s production (compared to
€129 million in 2015), significantly below the previous fiscal year in the context of the persistent low level of the
oil price. This low level significantly affected the OCTG activities and to a lesser extent, the technical assistance
activities, through both reductions in operating expenditure and reductions in investments, particularly in the
drilling and geosciences sector. Its impact has been much more limited on maintenance activities for operations.
1.3 Main items of the income statement
The main items on the income statement for the Group’s consolidated financial statements, which are used by the
Group’s management to analyze its consolidated financial results, are described below:
Revenue represents the amount of work performed during the period in question. The revenue is recognized as
soon as it can be reliably estimated. Revenue generated by a transaction can be reliably estimated when the amount
of revenue can be reliably valued, when it is probable that the related economic benefits will be realized by the
Issuer, when the progress of the transaction on the closing date can be valued reliably, and the costs incurred for
the transaction and the costs to complete the transaction can be reliably valued (see Note 3.4 of the appendix to the
2016 Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the
Issuer for the financial year ended December 31, 2016” of this Prospectus).
Operating expenses consist of purchases consumed, external expenses, personnel expenses, income and other
taxes, allocations to amortization, depreciation and provisions, and other operating income and expenses.
Operating income is composed of revenue and other income minus operating expenses incurred for the Issuer’s
business. It also comprises other operating income and expenses, including costs of external growth.
Net financial expenses represent interest expense and revenue on borrowings, cash equivalents and the net
expenses and income from sales of marketable securities. In 2015, the Group’s net financial expenses were
impacted by non-recurring expenses relating to the refinancing in the context of the initial public offering of the
Issuer. These costs have been reallocated on the line of “Other financial income and expenses” of the statements of
income.
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Pre-tax income is equal to the operating income including companies accounted for under the equity method, plus
financial income and minus financial expenses.
Income taxes expenses represent the tax liability for the year consisting of the corporate tax due or deferred the
value added tax for French companies, and allocations to or reversals of provisions for taxes.
The Group records deferred taxes on the timing differences between the book values of assets and liabilities and
their tax bases and on tax deficits when collection is probable. Deferred taxes are not discounted.
Net income represents pre-tax income, minus income taxes, and plus or minus net income from discontinued
operations.
1.4 Key performance indicators
The Group uses Production, EBITA and Cash Conversion as primary performance indicators.
Production corresponds to the “Revenue (as per management accounts)” in the 2016 Issuer’s Consolidated
Financial Statements and is the Group’s operating revenue which proportionally integrates the subsidiaries holding
minority interests.
EBITA represents the adjusted operating income before amortization of goodwill allocated, before tax and
financial income. EBITA is not a standardized accounting measure that meets a single generally accepted
definition. It must not be considered a substitute for operating income, net income, cash flow from (used in)
operating activities, or even a measure of liquidity. Other issuers may calculate EBITA differently from the
definition used by the Group.
The Cash Conversion for the year corresponds to the Cash Flow from (used in) operating activities for the year in
relation to EBITA for the year. The Cash Flow from Operations represents the sum of the EBITA for the year, the
amortization expenses for the year, and the change in working capital requirement and provisions for the year
related to the income and expenses included in the EBITA for the year, minus investment flows (excluding
external acquisitions) for the year.
Performance indicators 2016 2015
Restated(1)
Production (in millions of euros) 5,144.5 5,264.0
EBITA (in millions of euros) 352.4 352.7
Cash Conversion ratio (%) 122% 105%
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
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Reconciliation table between production and revenue of the consolidated financial statements
(In millions of euros) 2016 2015
Restated(1)
Production 5,144.5 5,264.0
SONAID(2) (14.3) 105.5
Holding activities(3) 23.0 30.9
Others(4) 2.5 (1.2)
Revenue 5,155.7 5,399.2
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year ended December 31, 2016” of this Prospectus).
(2) The SONAID joint venture, held at 55% by the Group, is accounted under the equity method in the consolidated financial statements
since the loss of its control by the Group during the first half of 2016.
(3) Non-Group revenue from SPIE Operations and other non-operational entities.
(4) Reinvoicing for services performed by Group entities to non-managed joint ventures; reinvoicing outside the Group that is not included
in the operational activity (mainly reinvoicing of expenses for account); restatement of the revenue from entities previously consolidated under the equity method or recently acquired and not yet consolidated.
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Reconciliation table between EBITA and operating income of the Group including companies accounted for
under the equity method
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
(2) The costs related to the discontinued activities/reorganization include the following items:
- For the financial year ended December 31, 2015:
a. the recording of a provision of €13.7 million for losses on a loss-making contract at the time of acquisition of the activities in the United Kingdom, relating to an arbitration proceeding initiated by the French Ministry of Defense;
b. restructuring costs for €3.0 million;
c. the contribution to the operating income of discontinued activities for €1.1 million.
- For the financial year ended December 31, 2016:
a. restructuring costs in France for €8.5 million;
b. restructuring costs in the United Kingdom for €5.5 million;
c. restructuring costs in Switzerland for €2.4 million.
(3) The minority interests correspond to the share of the operating income of the SONAID joint venture that does not belong to the Group
(45%). In the IFRS consolidated financial statements, the SONAID joint venture has been accounted for by the equity method since
January 1, 2016 and was previously consolidated in global integration, while it contributes to the Group’s EBITA up to the Group’s portion.
(4) Costs related to the initial public offering and to the share employee offering for the financial year ended December 31, 2015 include the
following items:
- Costs related to the initial public offering (June 2015) for €3.9 million (including €2.1 million recorded in Other operating income
and expenses and €1.8 million in External expenses); and
- Costs related to the share employee offering (December 2015) for €25.8 million, including €23.8 million for the employer contribution (including social charges) paid by the Group and €2.0 million for the discount.
(5) For the financial year ended December 31, 2016, the Other items correspond mainly to the capital gain subsequent to the change of
consolidation of the SONAID joint venture pursuant to IFRS 11 (€5.3 million), a €2.5 million release of an unused earn out provision,
costs related to external growth projects for €2.4 million and costs related to the Group’s long term incentive plan in accordance with IFRS 2 €2.0 million.
Reconciliation table between net income attributable to the Group and adjusted net income attributable to the
Group
In order to set the level of dividends it intends to distribute for a given financial year, the Group calculates an
adjusted net income attributable to the Group, in order to neutralize the non-recurring items. As regards the
financial year ended December 31, 2016, the net income attributable to the Group has therefore been adjusted by
the following items:
– the amortization of affected goodwills, as it is an expense without any cash impact;
– the exceptional items, corresponding to the other items mentioned in the reconciliation table between EBITA
and operating income of the Group above; and
(In millions of euros) 2016 2015
Restated(1)
EBITA 352.4 352.7
Amortization of goodwill allocated (33.5) (36.1)
Discontinued activities/reorganizations(2) (16.7) (17.7)
Financial commissions (1.8) (1.8)
Minority interests(3) 0.1 3.6
Costs related to the initial public offering (June 2015) and to the share
employee offering (December 2015)(4) - (29.6)
Other(5) 2.4 (1.4)
Operating income of the Group including companies accounted for
under the equity method 302.7 269.6
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– the reevaluation of the deferred tax income as a result of the adoption of the 2017 Finance Tax law in France,
which provides for a 33.33% to 28% reduction in the corporate tax rate for all French companies as of 2020.
(In millions of euros) 2016
Net income attributable to the Group 184.0
Adjustment for the amortization of the affected goodwills 33.5
Adjustment for the exceptional items 16.2
Adjustment for the differed taxes revaluation (35.8)
Adjusted net income attributable to the Group 197.9
Reconciliation table between Operating Cash Flow and net cash flow from (used in) operating activities (IFRS)
(In millions of euros) 2016
Operating Cash Flow 429.9 (1)
Net tax paid (58.1)
Net Capex (2) 28.1
Cash impact of the items of the bridge EBITA / Operating income (3) (41.6)
Net cash flow from (used in) operating activities (IFRS) 358.3
(1) Total free cash flow for the Group for the financial year ended December 31, 2016 amounts to €295.7 million, corresponding to operating
cash flow minus (i) taxes and net interest paid and (ii) other costs (cash restructuring costs and discontinued activities, acquisition costs).
(2) Acquisitions of property, plant and equipment and intangible assets net of proceeds from disposals.
(3) The cash impact of the items of the bridge EBITA / Operating income includes the following items:
- restructuring costs for €(22) million corresponding mainly to integration expenses in Germany and to the reorganization in
France and Switzerland
- the cash impact of discontinued activities for €(17.5) million
- the reimbursement of loans granted in 2015 to the employees in the context of the share employee offering for €3.0 million; and
- the financial fees, acquisitions costs and other items for the remaining amount.
1.5 Organic growth
In the present Section of the Prospectus, the Group presents the change in its production in terms of organic
growth. Organic growth represents the production completed during the twelve months of year N by all the
companies consolidated by the Group for the year financial ended December 31, of year N-1 (excluding any
contribution from any companies acquired during year N) compared with the production performed during the
twelve months of year N-1 by the same companies, independently of the date on which they were first
consolidated within the Group.
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2. Analysis of consolidated income statements for financial years ended December 31, 2016 and
December 31, 2015
INCOME STATEMENTS 2016 2015
Restated(1)
(In thousands of euros)
Revenue 5,155,699 5,399,249
Other income 33,211 31,403
Operating expenses (4,870,546) (5,113,758)
Recurring operating income 318,364 316,894
Other operating income (expense) (16,055) (47,624)
Operating Income 302,309 269,270
Net income (loss) from companies accounted for under the equity method 426 379
Operating income companies accounted for under the equity
method
302,735 269,649
Costs of net financial debt (39,199) (74,970)
Other financial income and expenses(1) (13,108) (92 886)
Pre-tax income 250,428 101,793
Income tax expenses (47,914) (57,452)
Net income from continuing operations 202,514 44,341
Net income from discontinued operations (18,482) (6,037)
NET INCOME 184,032 38,304
Net income from continuing operations attributable to:
- Owners of the parent 202,502 51,318
- Non-controlling interests 12 (6,977)
202,514 44,341
Net income attributable to:
- Owners of the parent 184,020 45,281
- Non-controlling interests 12 (6,977)
184,032 38,304
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
(2) For the detail of “Other financial income and expenses”, see Note 9 of the appendix to the 2016 Issuer’s Consolidated Financial
Statements included in Section “Consolidated financial statements of the Issuer for the financial year ended December 31, 2016” of this Prospectus.
2.1 Revenue
Consolidated revenue decreased by 4.5%, or €243.6 million, from €5,399.2 million for the financial year ended
December 31, 2015 to €5,155.7 million for the financial year ended December 31, 2016. This variation resulted
primarily from the decrease of organic growth on the one hand, resulting mainly from the drop in Oil & Gas
activities, partially offset by the increase of the external growth on the other hand, resulting from the contribution
of the acquisitions completed in 2015 and 2016.
2.2 Production
Production decreased by 2.3%, i.e., by €119.5 million, from €5,264.0 million for the financial year ended
December 31, 2015 to €5,144.5 million for the financial year ended December 31, 2016. Excluding Oil & Gas
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activities, production increased by 2.3% from €4,701.4 million for the financial year ended December 31, 2015 to
€4,809.4 million for the financial year ended December 31, 2016.
Organic growth at constant exchange rate was down 4.7% resulting from the drop in the Oil & Gas activities. The
table below details the breakdown of production by operating segments for the financial years ended December 31,
2016 and 2015:
(In millions of euros) France Germany &
Central Europe
North-Western
Europe
Oil & Gas and
Nuclear TOTAL
Production 2016 2,253.5 927.0 1,374.3 589.6 5,144.5
Production 2015
Restated(1)
2,274.4 892.4 1,303.3 793.9 5,264.0
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements in Section “Consolidated financial statements of the Issuer for the financial year ended
December 31, 2016” of this Prospectus).
France
In difficult economic conditions, production in the France segment decreased by 0.9%, i.e. €20.8 million, from
€2,274.4 million for the financial year ended December 31, 2015 to €2,253.5 million for the financial year ended
December 31, 2016.
Organic growth in the segment was down by 2.4%; priority was given to careful selection of new business, by
focusing on high-margin contracts.
Germany & Central Europe
The Germany & Central Europe segment recorded a growth of 3.9%, i.e. €34.6 million, from €892.4 million for
the financial year ended December 31, 2015, to €927.0 million for the financial year ended December 31, 2016,
primarily due to the contribution of acquisitions made throughout the year (in particular, COMNET group, AGIS
Fire & Security, Hartmann, GfT and Cromm).
Organic growth for the segment was down 3.4% at constant exchange rate, impacted by the exit of certain legacy
contracts in Germany and by the continuation of the alignment of the Swiss operations with the Group’s
operational model.
North-Western Europe
Production in the North-Western Europe segment saw a growth of 5.5% i.e. €71.0 million, from €1,303.3 million
for the financial year ended December 31, 2015, to €1,374.3 million for the financial year ended December 31,
2016, primarily due to the contribution of acquisitions completed in 2016.
Organic growth for the segment was 2.2% at constant exchange rate, with positive trends in all the Group’s three
main geographies in this segment (United Kingdom, The Netherlands and Belgium), partly offset by a rigorous
contracts selection in Morocco.
Oil & Gas and Nuclear
Production in the Oil & Gas and Nuclear segment decreased by 25.7%, i.e. €204.3 million, from €793.9 million
for the financial year ended December 31, 2015, to €589.6 million for the financial year ended December 31,
2016.
Organic growth for the entire segment was down 24.7% at constant exchange rate in 2016 due to the Group’s Oil
& Gas activities.
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In very challenging market conditions, with particularly low customer activity, intense competition and persistent
low oil prices, production in those activities fell, primarily due to a very important drop in the OCTG business of
89.1% at constant exchange rate, whilst the other core business activities dropped by 24.0% at constant exchange
rate (Nuclear activities having nevertheless experienced organic growth during 2016).
2.3 Operating expenses
The Group’s operating expenses decreased by 4.8%, or €243.3 million, from €5,113.8 million for the financial
year ended December 31, 2015, to €4,870.5 million for the financial year ended December 31, 2016, mainly due to
a decrease in purchases consumed and personnel expenses.
The table below sets forth the distribution of operating expenses for the financial years ended December 31, 2015
and December 31, 2016:
(In thousands of euros) 2016 2015
Restated(1)
Purchases consumed (830,014) (1,028,476)
External expenses (2,066,745) (2,059,818)
Personnel expenses (1,956,412) (2,014,836)
Income and other taxes (41,140) (48,460)
Net amortization, depreciation and provisions (32,852) (21,429)
Other operating income(expense) 56,616 59,262
Total operating expenses (4,870,546) (5,113,758)
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year ended December 31, 2016” of this Prospectus).
Purchases consumed
The Group’s purchases consumed29
decreased by 19.3%, or €198.5 million, from €1,028.5 million for the financial
year ended December 31, 2015 to €830.0 million for the financial year ended December 31, 2016. This decrease
mainly results from the change in accounting method of the SONAID joint-venture in Angola (purchase of tubular
goods) from global integration to equity method.
External expenses
The Group’s external expenses increased by 0.3%, or €6.9 million, from €2,059.8 million for the financial year
ended December 31, 2015 to €2,066.7 million for the financial year ended December 31, 2016.
The 6.2% decrease in purchases consumed and external expenses between the financial years ended December 31,
2015 and December 31, 2016 is correlated to the decrease in revenue.
Personnel expenses
Personnel expenses decreased by 2.9%, or €58.4 million, from €2,014.8 million for the financial year ended
December 31, 2015 to €1,956.4 million for the financial year ended December 31, 2016. This decrease primarily
results from the headcount reduction to adapt to negative organic growth.
2.4 Operating income
The Group’s operating income increased by €33.1 million, or 12.3% from €269.6 million for the financial year
ended December 31, 2015 to €302.7 million for the financial year ended December 31, 2016. This increase is
primarily due to the following:
29 Purchases consumed include purchase of raw materials, supplies and other consumable supply, as well as purchases of
equipment and supplies incorporated in the production.
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– recurring operating income, which increased by €1.5 million, or 0.5%, from €316.9 million for the financial
year ended December 31, 2015 to €318.4 million for the financial year ended December 31, 2016;
– other operating income and expenses amounted to €(16.1) million for the financial year ended December 31,
2016 and mainly included restructuring costs in France for €8.5 million, in the United Kingdom for
€5.5 million and in Switzerland for €2.4 million.
2.5 EBITA and EBITA margin
Consolidated EBITA of the Group remains relatively stable and was at €352.4 million for the financial year ended
December 31, 2016 compared to €352.7 million for the financial year ended December 31, 2015 (excluding Oil &
Gas activities, consolidated EBITA of the Group increased by 6%). The EBITA margin increased by 15 basis
points, from 6.7% of production for the financial year ended December 31, 2015 to 6.8% of production for the
financial year ended December 31, 2016.
The following table shows the EBITA and EBITA margin (as a percentage of production) by operating segment
for the periods indicated:
(In millions of
euros) France
Germany &
Central
Europe
North-Western
Europe
Oil & Gas
and Nuclear Holdings TOTAL
2016
EBITA 157.3 45.2 67.4 62.6 19.9 352.4
EBITA margin 7.0% 4.9% 4.9% 10.6% n/a 6.8%
2015 Restated(1)
EBITA 158.8 35.8 60.4 77.0 20.6 352.7
EBITA margin 7.0% 4.0% 4.6% 9.7% n/a 6.7%
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
France
EBITA for the France segment decreased by €1.5 million, or 0.9%, from €158.8 million for the financial year
ended December 31, 2015 to €157.3 million for the financial year ended December 31, 2016.
Selectivity in order bookings, rigor in management of activities and attention to costs, including those relating to
structure, were reflected in the EBITA margin, which the Group was able to maintain at the high level of 7.0%.
Germany & Central Europe
EBITA for the Germany & Central Europe segment increased by €9.3 million, or 26.0%, from €35.8 million for
the financial year ended December 31, 2015 to €45.2 million for the financial year ended December 31, 2016.
The EBITA margin increased by 86 basis points, from 4.0% in 2015 to 4.9% in 2016, boosted by the deployment
of the Group’s operational model in the German subsidiaries.
North-Western Europe
EBITA for the North-Western Europe segment increased by €7.0 million, or 11.6%, from €60.4 million for the
financial year ended December 31, 2015 to €67.4 million for the financial year ended December 31, 2016.
The EBITA margin for the segment increased by 27 basis points from 4.6% in 2015 to 4.9% in 2016.
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Oil & Gas and Nuclear
EBITA for the Oil & Gas and Nuclear segment decreased by €14.4 million, or 18.8%, from €77.0 million for the
financial year ended December 31, 2015 to €62.6 million for the financial year ended December 31, 2016.
The EBITA margin for the segment increased by 91 basis points, from 9.7% in 2015 to 10.6% in 2016.
2.6 Net financial expenses
Net Financial expenses decreased by €35.8 million, or 47.7%, from a negative €75.0 million for the financial year
ended December 31, 2015 to a negative €39.2 million for the financial year ended December 31, 2016. This
decrease mainly resulted from a reduction in interest expenses relating to refinancing operations completed during
the financial year 2015 concurrently with the Group’s initial public offering.
The following table details the evolution of the net financial expenses for the financial years ended December 31,
2015 and December 31, 2016:
(In thousands of euros) 2016 2015
Restated(1)
Interests charges and losses from cash equivalents (39,386) (76,309)
Interest income on cash equivalents 91 1,260
Net proceeds on sale of marketable securities 95 79
Costs of net financial debt (39,199) (74,970)
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
2.7 Pre-tax income
Pre-tax income excluding impact of the discontinued activities increased by €148.6 million, from €101.8 million
for the financial year ended December 31, 2015 to €250.4 million for the financial year ended December 31, 2016.
This improvement is mainly due to the growth in operating income in 2016 and the reduction in costs of net
financial debt.
2.8 Income taxes
Income taxes decreased by €9.5 million from €57.5 million for the financial year ended December 31, 2015 to
€47.9 million for the financial year ended December 31, 2016, primarily as a result of an increase in the current
income tax expense of €2.4 million and an increase in deferred tax income of €11.9 million, due to a decrease in
tax loss carryforwards generated and capitalised, mainly those of the tax consolidation groups in France, Germany
and the United Kingdom. Deferred taxes were also reevaluated mainly as a result of the adoption of the 2017
Finance Tax law in France, which provides for a 33.33% to 28% reduction in the corporate tax rate for all French
companies as of 2020 (which applies to deferred taxes having maturities as of 2020). The consequence is an
increase in deferred tax income of €35.8 million.
An analysis of the Group’s tax liability is set forth below:
(In thousands of euros) 2016 2015
Restated(1)
Tax liability on the income statement
Current taxes (76,369) (74,002)
Deferred taxes 28,455 16,550
Tax (expense)/income on the income statement (47,914) (57,452)
Tax liability in other items of comprehensive income
99
(In thousands of euros) 2016 2015
Restated(1)
Net income/(loss) on cash flow derivatives (112) (5,197)
Net income/(loss) net on post-employment benefits 4,275 (40)
Tax (expense)/income in the other items of comprehensive income 4,163 (5,237)
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
2.9 Net income
Net income increased by €145.7 million. It amounted to €184.0 million for the financial year ended December 31,
2016 compared to €38.3 million for the financial year ended December 31, 2015. This change is mainly due to the
increase in operating income of €33.1 million, a reduction in cost of debt and other financial income and expenses
of €115.5 million, and a decrease in tax expenses of €9.5 million, mitigated by a decrease in net income of
€12.4 million from discontinued operations or operations being sold.
3. Liquidity and share capital
3.1 Overview
The Group’s principal financing requirements include its working capital requirements, capital expenditures
(particularly acquisitions), interest payments and repayment of borrowings.
The Group’s principal source of liquidity on an ongoing basis consists of its operating cash flows. The Group’s
ability to generate cash in the future through its operating activities will depend upon its future operating
performance which is in turn dependent, to some extent, on economic, financial, competitive, market, regulatory
and other factors, most of which are beyond the Group’s control (specifically the risk factors in Section “Risk
Factors” of this Prospectus). The Group uses its cash and cash equivalents to fund the ongoing requirements of its
business. The Group holds cash only in euros.
The Group is also financed by recourse to debt mainly in connection with a senior credit facilities agreement
entered into in 2015 in connection with its initial public offering.
3.2 Financial resources and financial liabilities
3.2.1 Overview
In the past, the Group has principally relied on the following sources of financing:
– Net cash flows from (used in) operating activities, which totaled €272.9 million and €358.3 million for the
financial years ended December 31, 2015 and 2016;
– Available cash with total cash and cash equivalents including assets held for sale at December 31, 2015 and
2016 totaling €551.8 million and €518.5 million, respectively; and
– Indebtedness, which consists of the Senior Credit Facilities Agreement, direct borrowings from banks and
other lenders, the securitization facilities (see Section “Management’s discussion and analysis of financial
condition and results of operations – 3.2.2. Financial liabilities” of this Prospectus), interest accrued on the
Senior Credit Facilities Agreement and short-term bank credit facilities.
3.2.2 Financial liabilities
The Group’s financial liabilities totaled €1,517.5 million and €1,459.2 million at December 31, 2015 and 2016,
respectively. The following table shows the distribution of the Group’s total debt as at the indicated dates:
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(In millions of euros) As of December 31, 2016 As of December 31, 2015
Restated(1)
Loans and borrowings from banking institutions
Facility A from the Senior Credit Facilities Agreement 1,125.0 1,125.0
Revolving Credit Facility - 50.0
Others 2.5 0.4
Capitalization of loans and borrowing costs (11.4) (14.5)
Securitization 287.8 286.9
Total bank overdrafts
Bank overdrafts 40.0 53.1
Interest on bank overdrafts 0.1 0.1
Other loans, borrowings and financial liabilities
Finance leases 14.0 12.1
Accrued interest on loans 0.1 0.0
Other loans, borrowings and financial liabilities 0.9 4.1
Derivative financial instruments 0.1 0.3
Financial liabilities 1,459.2 1,517.5
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
As of December 31, 2016 and 2015, the net debt/EBITDA ratio of the Group amounted to respectively 2.3x and
2.4x30
.
As of December 31, 2016, the Group complied with all of its covenants with regard to the financing agreements
described in this Section.
The above mentioned ratios are based on an adjusted EBITDA. The adjusted EBITDA represents the income
generated by the Group’s permanent operations before tax and financial income including the 12-month effect of
acquisitions30
. It is calculated before depreciation and amortization of fixed assets and goodwill. EBITDA margin
is expressed as a percentage of production and amounted to 7.6% for the financial year ended December 31, 2016.
The table below sets out the reconciliation between EBITA and adjusted EBITDA for the financial year ended
December 31, 2016:
(In millions of euros) As of December 31,
2016
As of December 31,
2015
Restated(1)
Group EBITA 352.4 352.7
Depreciation of property, plant and equipment and intangible assets
(excluding allocated goodwill) 36.4 36.5
EBITDA 388.8 389.1
Adjustment (12-month effect of acquisitions) 8.0 1.2
Adjusted EBITDA 396.8 390.3
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
30 Based on the management accounts of the acquired entities for the periods between January 1, 2016 and their respective
acquisition dates.
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The table below shows the breakdown of financial liabilities as of December 31, 2016:
(In thousands of euros)
Total as of
December 31,
2015
Restated(1)
Decrease Increase Total as of
December 31,
2016
Loans and borrowings from banking
institutions
Facility A from the Senior Credit
Facilities Agreement
1,125,000 - - 1,125,000
Revolving Credit Facility 50,000 (50,000) - -
Others 386 - 2,138 2,524
Capitalisation of loans and borrowing
costs
(14,525) 3,172 (11,353)
Securitization 286,917 - 866 287,783
Total bank overdrafts
Bank overdrafts 53,083 (13,097) - 39,986
Interest on bank overdrafts 114 - 29 143
Other loans, borrowings and financial
liabilities
Finance leases 12,136 - 1,870 14,006
Accrued interest on loans 3 - 74 77
Other loans, borrowings and financial
liabilities
4,114 (3,174) - 940
Derivative instruments 309 (175) - 134
Financial liabilities 1,517,537 (63,274) 4,977 1,459,240
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
The main factors comprising the Group’s financial liabilities are detailed below.
(i) Senior Credit Facilities Agreement
At the time of its initial public offering in 2015, the Group entered into a senior credit facilities agreement (the
“Senior Credit Facilities Agreement”) with a syndicate of international banks (the “Lenders”), including BNP
Paribas, HSBC France and Société Générale as Coordinators.
Credit facilities
The Senior Credit Facilities Agreement provides for two lines of credit totalling €1,525 million, consisting of:
– a €1,125 million first ranking term loan “A” facility (the “Facility A”), drawn down in full, with five-year
maturity as from June 11, 2015; and
– a €400 million revolving credit facility (the “Revolving Credit Facility”), with five-year maturity as from
June 11, 2015, drawn down to the amount of €50 million as of December 31, 2015 and to a nil amount as of
December 31, 2016.
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Interest rate and fees
Interest is payable on loans under the Senior Credit Facilities Agreement at a floating rate indexed to EURIBOR in
relation to any loan drawn in euros, to LIBOR in relation to any loan drawn in a currency other than in euros, and
to any appropriate reference rate for loans drawn in Norwegian, Swedish, Danish Krone or Swiss francs, plus in
each case the applicable margin. The applicable margins as follows:
– for the Facility A: between 2.625% and 1.625% per annum, according to the level of the Group’s leverage
ratio during the last closed semester; and
– for the Revolving Credit Facility: between 2.525% and 1.525% per annum, according to the level of the
Group’s leverage ratio during the last closed semester.
The table below shows the rate spread of each of the credit facilities based on the Group’s leverage ratio. As of
December 31, 2016, the Group’s leverage ratio amounted to 2.3x:
Leverage ratio (Net Debt / EBITDA) Revolving Credit Facility Facility A
>3.5x 2.525% 2.625%
≤3.5x and >3.0x 2.275% 2.375%
≤3.0x and >2.5x 2.025% 2.125%
≤2.5x and >2.0x 1.775% 1.875%
≤2.0x 1.525% 1.625%
Security interests
The Senior Credit Facilities Agreement does not contain any obligation for the Group to create security interests.
Representations and covenants
The Senior Credit Facilities Agreement contains certain negative covenants, among other things:
– changing the nature of the Group’s business;
– incurring additional financial indebtedness;
– providing illegal financial aid;
– carrying out mergers (except for those not involving the Issuer itself);
– disposing of assets.
The Senior Credit Facilities Agreement also requires to comply with affirmative covenants, including the
maintenance of insurance policies, payment of applicable taxes and duties, compliance with applicable laws,
maintenance of the credit’s ranking, and requires the Group’s main subsidiaries to bind themselves as guarantor
under the Senior Credit Facilities Agreement.
Finally, the Senior Credit Facilities Agreement requires compliance with financial covenants, including the
maintenance of certain financial ratios, which will significantly limit the amount of indebtedness that may be
incurred by the members of the Group. In particular, the Group is required to maintain a leverage ratio (defined as
the ratio between the total amount of the net debt and EBITDA) of 4.50:1 up to June 30, 2017 (inclusive), of
4.00:1 up to June 30, 2018 (inclusive) and of 3.50:1 thereafter, calculated every six months in accordance with the
total amount of its net debt at that date and the EBITDA prevailing over a 12-month rolling period.
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As of the date of this Prospectus, the Senior Credit Facilities Agreement is guaranteed by Financière SPIE, SPIE
Operations, SPIE Ile-de-France Nord-Ouest, SPIE Ouest-Centre, SPIE Sud-Est, SPIE Sud-Ouest, SPIE Est, SPIE
Nucléaire, SPIE Oil & Gas Services, SPIE ICS, SPIE GmbH, SPIE Holding GmbH, SPIE Limited, SPIE UK
Limited, SPIE Nederland B.V. and Infrastructure Services & Projects B.V.. In accordance with the terms of the
Senior Credit Facilities Agreement, the Issuer shall ensure that as at the date that the annual financial statements
for each financial year are released, the aggregate EBITDA of the guarantors under the Senior Credit Facilities
Agreement (calculated on an unconsolidated basis and excluding all intra-group items and investments in
Subsidiaries of any member of the Group) represents not less than 65 per cent. of the Group’s EBITDA.
Prepayment
Indebtedness incurred under the Senior Credit Facilities Agreement is automatically repayable (subject to certain
exceptions) in whole or part upon the occurrence of certain customary events, including a change of control, a sale
of all or a substantial part of the business or assets of the Group or non-observance of the legislation in force.
Indebtedness under the Senior Credit Facilities Agreement may also be voluntarily prepaid by the borrowers in
whole or in part, subject to minimum amounts and observance of a period of notice.
Events of default
The Senior Credit Facilities Agreement contains relatively customary events of default, including non-payment,
cessation of business, failure to comply with the financial covenants or with any other obligations, or declaration
of a cross-default, certain early amortization events in relation to the Securitization Facilities, an insolvency
proceeding, material litigation, or the existence of qualifications made by the Group’s auditors on business
continuity.
(ii) Securitization facility
As part of their activity, on April 17, 2007, the Issuer and certain of its French and Belgian subsidiaries (together
the “Sellers”) and SPIE Operations, as centralizing agent, entered into a securitization facility pursuant to the use
of a securitization fund (fonds commun de créances) (the “FCC”). The FCC was established by Paris Titrisation as
management company and with Société Générale acting as custodian (the “Securitization Facility”).
The Securitization Facility was renewed in 2015 under the following conditions:
– duration of facility of five years as from June 11, 2015 (barring early cancellation or amicable cancellation);
– maximum amount of financing of €300 million with option to increase financing to €450 million.
The principal features of the Securitization Facility as at December 31, 2016 may be summarized in the following
table:
Sellers Currency Commitment as
at December
31, 2016
Drawn as at
December 31,
2016
Gross
amount of
receivables
assigned as at
December 31,
2016
Expected
Maturity
Interest rate
Certain
members
of the SPIE
Group in
Belgium and
France
Euro 300.0 million 287.8 million 529.4 million June 2020 Commercial
paper funding
costs/
EURIBOR/
EONIA +
Margin +
commission
fees
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Since June 2014, the stakeholders of the Securitization Facility agreed to place the FCC under the FCT (fonds
commun de titrisation) procedure. The FCT also constitutes a fonds commun de titrisation governed by Articles L.
214-167 to L. 214-186 and R. 214-217 to R. 214-235 of the French Code monétaire et financier.
The FCT is a French fonds commun de créances that is not a member of the Group. Prior to an event of default,
the FCT purchases receivables from the Sellers (subject to certain eligibility criteria) for a payment of an amount
equal to the face amount of the receivables. Prior to any default, collections relating to the receivables continue to
be made by clients on collection accounts dedicated to the FCT and are swept periodically to the FCT’s bank
account (subject to, unless an event of default has occurred, netting against the purchase price owed for newly
originated receivables). The Sellers, in their capacity as collectors of the receivables to the FCT, remain
responsible for payment of the deposits and management of defaults and arrears relating to the receivables.
The FCT obtains funding pursuant to (i) the issuance of securities subscribed by the entities that undertake
issuances of asset-backed commercial paper (which benefit from liquidity facilities granted by financial
institutions) and (ii) for the portion of funding not advanced by the financial institutions, indirectly by SPIE
Operations.
The Securitization Facility (to fund the purchase of newly originated receivables) will end on June 11, 2020,
subject to the renewal on an annual basis of the liquidity facility provided by the financial institution to its asset-
backed commercial paper conduit. The Securitization Facility is subject to certain trigger events, the occurrence of
which will prevent additional financing of newly originated receivables and the amortization of the principal
amount outstanding of financial indebtedness under the Securitization Facility. These trigger events include events
relating to the performance of the receivables, breach of the financial covenants set out in the Senior Credit
Facilities Agreement, a minimum volume of transferred receivables and payment cross-acceleration provision
relating to the Senior Credit Facilities Agreement or following termination of the Senior Credit Facilities
Agreement, other indebtedness in excess of €250 million.
Direct recourse against the Sellers is limited to repurchase of the relevant receivables, which are sold to the FCT in
breach of warranty and payment of compensation in relation to receivables where dilutions have occurred
(including, without limitation, a decrease in the value of the receivables caused by refunds, credits or set-off). The
conduit and/or financial institution providing the securitization commitment also benefits from cash reserves
provided by SPIE SA by way of credit enhancement.
3.3 Presentation and analysis of the main categories of use of the Group’s cash
3.3.1 Investment expenditures
The Group classifies its investment expenditures in the following categories:
– acquisitions of new companies as part of the Group’s external growth policy;
– the renewal of property, plant and equipment and intangible fixed assets, particularly materials; and
– the investment, net of proceeds from disposals, in financial assets, changes in loans and advances granted and
dividends received.
The Group’s investment expenditures for the financial years ended December 31, 2015 and 2016 totaled €62.8
million and €197.5 million, respectively. This increase mainly results from the variations in perimeter
(acquisitions and changes of accounting method of the SONAID joint-venture in Angola - purchase of tubular
goods - from global integration to equity method).
3.3.2 Payment of interest and repayment of borrowings
Much of the Group’s cash flows go to servicing and repaying its indebtedness. The Group made interest payments
of €101.2 million and €35.8 million in the financial years ended December 31, 2015 and 2016, respectively. As
repayment of its borrowings, it also paid €2,830.8 million and €63.9 million, respectively, in the financial years
ended December 31, 2015 and 2016.
105
3.3.3 Financing of working capital requirements
Working capital requirements primarily correspond to the value of inventory plus client receivables and other
operating receivables, minus supplier debts and other operating debts.
The Group’s working capital requirements were negative for the financial years ended December 31, 2015 and
2016, contributing significantly to financing of the activity, specifically through its low inventory, the structure of
the agreements entered into with its clients, and its dynamic policy in terms of billing and collection of
receivables.
Working capital requirements totaled €(385.6) million at December 31, 2015 and €(391.4) million at December
31, 2016.
3.4 Consolidated cash flow
3.4.1 Group cash flows for the financial years ended December 31, 2015 and 2016
The following table summarizes the Group’s cash flows for the financial years ended December 31, 2015 and
2016:
(In millions of euros)
Financial year ended December 31,
2016 2015
Restated(1)
Net cash flows from (used in) operating activities 358.3 272.9
Net cash flows from (used in) investing activities (197.5) (62.8)
Net cash flows from (used in) financing activities (176.3) (156.6)
Impact of changes in exchange rates and accounting policies (17.7) 4.7
Net change in cash and cash equivalents (33.3) 58.2
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
Net cash flows from (used in) operating activities
The following table shows items of the Group’s cash flows resulting from operating activities for the financial
years ended December 31, 2015 and December 31, 2016:
(In millions of euros)
Financial year ended December 31,
2016 2015
Restated(1)
Internally generated funds from (used in) operations 317.0 288.1
Dividends received from companies accounted for under the equity method 0.4 0.4
Income tax paid (58.1) (68.3)
Changes in operating working capital requirements 99.0 52.7
Net cash flows from (used in) operating activities 358.3 272.9
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus.
Net cash flows from (used in) operating activities totaled €272.9 million for the financial year ended December 31,
2015 and €358.3 million for the financial year ended December 31, 2016. This increase of €85.5 million mainly
resulted from an increase in internally generated funds from operations, from €288.1 million in 2015 to €317.0
million in 2016, i.e. an increase in €28.9 million, a decrease in tax paid of €10.3 million, from €68.3 million paid
106
in 2015 to €58.1 million paid in 2016, offset by changes in operating working capital requirements which
decreased from €52.7 million in 2015 to €99.0 million in 2016.
Internally generated funds from (used in) operations
Internally generated funds from (used in) operations totaled €288.1 million and €317.0 million in the financial
years ended December 31, 2015 and December 31, 2016, respectively, largely due to the increase of the operating
income from ordinary activities in 2016, and the decrease of others non-recurring expenses incurred in 2015 such
as costs of the initial public offering in June 2015 and the contribution paid in the context of the employee share
offering completed in December 2015 and recognized as operating costs.
Income tax paid
Income tax paid includes corporate tax paid in all geographic regions in which the Group operates, as well as the
Business Value Added Tax (contribution sur la valeur ajoutée des entreprises - CVAE) in France.
Total income tax paid for the financial year ended December 31, 2016 was €58.1 million, i.e. €10.3 million less
than in the financial year ended December 31, 2015. This change is largely due to a non-recurrent increase that
occurred in 2015 in tax paid of approximately €13.1 million by subsidiaries of SPIE OGS in Nigeria, Thailand,
Chad and Gabon in respect of tax arrears for previous financial years. This change is also due to a tax paid in
France for €2.3 million based on dividends paid for the first time to the Issuer’s shareholders.
Changes in operating working capital requirements
The changes in operating working capital requirements represented a cash inflow of €99.0 million for the financial
year ended December 31, 2016, compared to a cash inflow of €52.7 million for the financial year ended December
31, 2015, a difference of €46.3 million between the two financial years (see Note 19 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer
for the financial year ended December 31, 2016” of this Prospectus.)
Net cash flows from (used in) investing activities
The following table presents cash flows from (used in) investing activities for the financial years ended December
31, 2015 and December 31, 2016.
(In millions of euros)
Financial year ended December 31,
2016 2015
Restated(1)
Effect of changes in the scope of consolidation (170.8) (33.4)
Acquisition of property, plant and equipment and intangible assets (36.4) (34.5)
Net investment in financial assets (0.1) (0.1)
Changes in loans and advances granted 1.2 2.4
Proceeds from disposals of property, plant and equipment and intangible
assets
8.3 2.8
Proceeds from disposals of financial assets 0.3 0.2
Dividends received 0 0
Net cash flows from (used in) investing activities (197.5) (62.8)
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
Net cash flows from (used in) investing activities represented a cash outflow of €62.8 million in the financial year
ended December 31, 2015 and a cash outflow of €197.5 million in the financial year ended December 31, 2016.
This €134.8 million variation was mainly due to an increase in the impact of changes in the scope of consolidation
107
to the amount of €137.4 million and to an increase in proceeds from disposal of property, plant and equipment and
intangible assets for €5.6 million.
Effect of changes in the scope of consolidation
The effect of changes in the scope of consolidation resulted in a cash outflow of €33.4 million and €170.8 million
in the financial years ended December 31, 2015 and 2016, respectively.
The cash outflows for financial year 2015 mainly results from the acquisition of Leven Energy Services in the
United Kingdom, of the Numac business in the Netherlands, of Thermat and Vilanova in France, as well as by
earn-outs paid in respect of companies acquired previously, including ENS in the United Kingdom and Vista and
Viscom in Switzerland.
The cash outflows for financial year 2016 mainly results from the acquisition of CRIC and Tevean in Belgium, of
Jansen, Aaftink, Technical Services and Alewijnse Technisch Beheer in the Netherlands, of RDI in France, of
Environmental Engineering Ltd and Trios Group in the United Kingdom, of the COMNET group, AGIS Fire &
Security, Hartmann, GfT and Cromm in Germany, as well as by earn-outs paid in respect of companies acquired
previously, including Leven in the United Kingdom. These cash outflows also result from the loss of the decision-
making control of SONAID joint-venture located in Angola, which was previously consolidated under the full
consolidation method and which is now consolidated under the equity method.
Acquisition of property, plant and equipment and intangible assets
The acquisition of property, plant and equipment and intangible assets resulted in a cash outflow of €36.4 million
for the financial year ended December 31, 2016, compared to an outflow of €34.5 million for the financial year
ended December 31, 2015.
In 2016, acquisitions of property, plant and equipment represented a total of €20.9 million, compared to €26.2
million in 2015.
In 2016, acquisitions of intangible assets represented a total of €15.6 million, compared to €8.3 million in 2015.
These investments primarily represent implementation costs of software to optimize the management and control
process.
Changes in loans and advances granted
The changes in loans and advances granted represented a cash inflow of €2.4 million for the financial year ended
December 31, 2015, compared to an increase of €1.2 million for the financial year ended December 31, 2016.
These changes mainly result from changes in financial receivables relating to Public-Private Partnership contracts.
Proceeds from disposals of property, plant and equipment and intangible assets
Cash resulting from proceeds from disposals of property, plant and equipment and intangible assets increased by
€5.6 million, from €2.8 million for the financial year ended December 31, 2015, to €8.3 million for the financial
year ended December 31, 2016.
The changes recorded over the 2016 financial year are due to the amount of transfers of fixed assets for the 2016
financial year, divided up into property, plant and equipment to the amount of €4.0 million and intangible assets
for €4.4 million.
Net cash flows from (used in) financing activities
The following table shows consolidated cash flows provided by financing activities for the financial years ended
December 31, 2015 and 2016.
108
(In millions of euros)
Financial year ended December
31,
2016 2015
Restated(1)
Issue of share capital (0.1) 733.1
Proceeds from loans and borrowings 0.9 2,043.5
Repayment of loans and borrowings (63.9) (2,830.8)
Net interest paid (35.8) (101.2)
Dividends paid to owners of the parent (77.0) -
Dividends paid to non-controlling interests (0.5) (1.2)
Other cash flows from (used in) financing activities - -
Net cash flows from (used in) financing activities (176.3) (156.6)
(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016
Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year
ended December 31, 2016” of this Prospectus).
Net cash from (used in) financing activities represented a net disbursement of €176.3 million in the financial year
ended December 31, 2016, compared to a net disbursement of €156.6 million for the financial year ended
December 31, 2015.
The major changes in financial year 2016 are due to a dividend of €77.0 million paid to the Issuer’s shareholders,
and a decrease in interests paid further to the Group’s refinancing which took place in 2015 concurrently with the
initial public offering.
Issue of share capital
There was no share capital issuance during for the financial year ended December 31, 2016, compared to issues of
share capital which totaled €733.1 million for the financial year ended December 31, 2015 resulting from the
initial public offering of the Issuer on Euronext Paris on June 10, 2015.
Proceeds from loans and borrowings
The consolidated cash generated by proceeds from loans and borrowings totaled €2,043.5 million and €0.9 million
in the financial years ended December 31, 2015 and 2016, respectively.
In 2015, the cash generated by proceeds from loans and borrowings corresponds to the Group’s refinancing
concurrently with the initial public offering and split as follows:
– on January 13, 2015, drawdown of the former Facility E of €625 million and issue of the former 2nd
Lien
Notes for €185.6 million. In addition, a Revolving Credit Facility, with maturity on August 31, 2017, was
drawn down to the amount of €97.5 million. These three facilities were repaid in full on June 11, 2015 (see
Section “Management’s discussion and analysis of financial condition and results of operations – 3.4.1.
Group cash flows for the financial years ended December 31, 2015 and 2016 - Net cash flows from (used in)
financing activities – Repayment of loans and borrowings” below);
– the Group signed a new Senior Credit Facilities Agreement dated May 15, 2015, on which on June 11, 2015 a
nominal amount of €1,125 million was drawn down. In addition, a Revolving Credit Facility, with maturity
on May 11, 2020, was drawn down to the amount of €50 million on December 31, 2015; and
– costs disbursed in respect of refinancing costs decrease the cash generated by the issued loans and
borrowings for a total amount of €39.6 million.
In 2016, the cash generated by proceeds from loans and borrowings corresponded to drawdown on the
securitization facility of client receivables to the amount of €0.9 million.
109
Repayment of loans and borrowings
Repayments of loans and borrowings resulted in net disbursements totaling €2,830.8 million and €63.9 million in
the financial years ending December 31, 2015 and 2016, respectively.
In 2015, the cash disbursed to repay loans and borrowings totaling €2,830.8 million essentially results from the
Group’s debt refinancing transactions, as follows:
– on January 13, 2015, reimbursement of its high yield bonds in full for a total of €375 million, plus a
makewhole of €44.0 million;
– on January 13, 2015, repayment of the loan granted by Clayax Acquisition Luxembourg 5 (the Issuer’s then
majority shareholder) to the amount of €430.5 million in principal and interest accrued;
– on June 11, 2015, in the context of its initial public offering, the Group repaid all its facilities relating to the
senior credit agreement dated August 18, 2011 and subsequent amendments (Facilities B, C1, C2, capex and
Revolving Credit Facility with maturity at August 31, 2017), for a total amount of €1,147.3 million; and
– on June 11, 2015, in the context of its initial public offering, the Group also repaid its former Facility E of
€625 million and the former 2nd
Lien Notes for a total of €185.6 million, initially drawn down on January 13,
2015.
Moreover, disbursements in 2015 for repayments of loans and borrowings are also due to the contractual
repayments of loans and borrowings under leasing for an amount of €6.6 million, repayments of financing linked
to operational activities for €4.5 million, and repayments on the securitization facility of client receivables to the
amount of €13.1 million.
In 2016, the cash disbursed to repay loans and borrowings totaling €63.9 million was largely due to repayment of
the revolving credit facility for an amount of €50.0 million, to the contractual repayments of borrowings under
leasing for an amount of €8.6 million and repayments of bank loans and other financial liabilities linked to
operational activities for €5.3 million.
Net interest paid
Net interest paid resulted in disbursements totaling €101.2 million and €35.8 million in the financial years ended
December 31, 2015 and 2016, respectively.
In 2015, net interest paid under facilities relating to the Senior Credit Agreement of August 18, 2011 and
subsequent amendments (Facilities B, C1, C2, capex) and those drawn down on January 13, 2015 (the former
Facility E and the former 2nd
Lien Notes) amounted to €35.0 million. Net interest on the bond issue amounted to
€17.0 million. Net interest paid in respect of the Revolving Credit Facility amounted to €3.3 million.
Net interest paid in respect of the new facility of the Senior Credit Facilities Agreement dated May 15, 2015,
Facility A, amounted to €15.5 million.
Other net interest paid concerns the securitization facility for an amount of €3.3 million, along with interest rate
swaps for €14.9 million.
In 2016, net interest paid under Facility A from the Senior Credit Facilities Agreement dated May 15, 2015
amounted to €24.9 million. Interest paid in respect of the Revolving Credit Facility amounted to €2.5 million.
Other interest paid concerns the securitization facility for an amount of €2.7 million, along with interest paid on
bank overdrafts and financial leases.
Dividends paid to non-controlling interests
The Group paid dividends to non-controlling interests totaling €1.2 million and €0.5 million for the financial years
ending December 31, 2015 and 2016, respectively.
110
Dividends paid in 2015 to non-controlling interests went to foreign subsidiaries of SPIE OGS in the amount of
€0.9 million. SPIE Holding GmbH and its subsidiaries in Germany distributed total dividends to no controlling
interests of €0.2 million.
Dividends paid in 2016 to non-controlling interests went to foreign subsidiaries of SPIE OGS in the amount of
€0.3 million and SPIE Holding GmbH and its subsidiaries in Germany in the amount of €0.3 million.
3.5 Goodwill
As of December 31, 2016, goodwill amounted to €2,207.3 million.
3.6 Contractual obligations and off-balance sheet commitments
The Group’s contractual obligations and off-balance sheet commitments are presented in Note 24 of the appendix
to the 2016 Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of
the Issuer for the financial year ended December 31, 2016” of this Prospectus.
3.7 Employee benefit obligations
The total IFRS provision for employee benefits obligations of the Group amounted to €275 million for the
financial year ended December 31, 2016, compared to €257 million for the financial year ended December 31,
2015. This increase is mainly due to a decrease in discount rate, primarily in Germany.
The breakdown of the total IFRS provision for employee benefits obligations is as follow:
- France: French retirement indemnities (indemnités de départ en retraite) amounted respectively to
€132 million and €129 million for the financial years ended December 31, 2015 and 2016. They are not
considered as debt-like items.
- Germany: unfunded part of the SPIE GmbH pension plan, amounted respectively to
€75 million and €96 million for the financial years ended December 31, 2015 and 2016 respectively. Net
financial liabilities associated with German unfunded liabilities amounted to €52 million and
€66 million for the financial years ended December 31, 2015 and 2016 respectively. Net financial liabilities
associated with German unfunded liabilities are computed by subtracting the deferred tax assets which
represent 31.5% of the total IFRS provision for each of the financial year ended December 31, 2016 and
2015.
- Other (Switzerland): Group’s employee benefits obligations amounted to €49 million and €50 million for
the financial years ended December 31, 2015 and 2016 and are entirely covered by insurance policies.
4. 2017 Financial objectives
4.1 Assumptions
The objectives presented below are based on data, assumptions and estimates that the Group believes to be
reasonable as of the date of this Prospectus.
These data, assumptions and estimates may change over time or be modified due to uncertainties related to the
economic, financial, competitive and regulatory environment as well as other factors unknown to the Group as of
the date of this Prospectus. In addition, if any of the risks described in Section “Risk Factors” of this Prospectus
were to actually occur, they could have an adverse effect on the Group’s business, results of operations, financial
situation or outlook, and could therefore jeopardise its ability to achieve the objectives presented below. Moreover,
the achievement of these objectives implies the success of the Group’s strategy and in particular the successful
integration of SAG. The Group cannot give any assurance or guarantee that it will achieve the objectives described
in this section.
The Group has established its objectives on the basis of its consolidated financial statements for the financial year
ended December 31, 2016.
111
These objectives are primarily based on the following assumptions for the financial year 2017:
- stabilised revenue (on an organic basis) and margins on the France segment compared to levels reported
for the financial year ended December 31, 2016, despite an uncertain economic and political environment
and difficult pricing conditions;
- a continuation of the good trends observed in the North-Western Europe and Germany & Central Europe
segments, with further margin increase;
- continued challenging conditions in Oil & Gas activities; very good trends in Nuclear activities, however
a lower ‘Grand Carénage’ activity level;
- the closing of the Acquisition of SAG in end March 2017 and its successful integration in the Group with
the implementation of the synergies described in Section “Description of the Acquisition and of the SAG
group – 2. Presentation of the Acquisition - Synergies” of this Prospectus; and
- in respect of SAG, the pursuit of the long-term growth dynamics in the energy services market in
Germany (as described in Section “Description of the Acquisition and of the SAG group – 1. Presentation
of SAG – Market position”).
4.2 Group objectives for the financial year ended December 31, 2017
On the basis of the assumptions described above, the Group’s objective is that, including bolt-on acquisitions but
excluding the acquisition of SAG, consolidated production grow by approximately 4% for the financial year ended
December 31, 2017 at constant foreign exchange rates. Based on the Group’s current strong pipeline, 2017 bolt-on
acquisitions should represent a total full-year revenue acquired in the order of €200 million, in line with past years.
As of the date of this Prospectus, the Group (excluding SAG contribution) also aims to generate a stable EBITA
margin in 2017 compared to the 2016 margin.
In addition, the Group expects that SAG would achieve a revenue contribution of approximately €1.0 billion and
generate an EBITA margin of around 6%, including synergies, for the 9 months period beginning on April 1st,
2017.
As to the combined perimeter of SPIE and SAG, the Group’s objective is to achieve a Cash Conversion ratio of
around 100% for the financial year ended December 31, 2017, in line with historical performances of both SPIE
and SAG, and achieve a dividend pay-out ratio of approximately 40% of adjusted consolidated net income
attributable to the Group. In addition, the Board of Directors intends to pay an interim cash dividend in 2017,
amounting to 30% of the approved dividend for the financial year ended December 31, 2016.
112
RECENT DEVELOPMENTS
Press release dated March 10, 2017
Press release
2016 full-year results
Another year of strong delivery of the SPIE model
Cergy, March 10th
, 2017
2016 highlights
Robust financial performance
- Revenue excluding Oil & Gas: +2.3% (+3.5% ex. FX), good momentum in Q4
- EBITA: €352.4 m; margin up 15 bps
- Adjusted31
EPS32
up +2.7%
- Outstanding cash conversion33
: 122%
- Net leverage down to 2.3x
Record year for bolt-on acquisitions: €263 m total revenue acquired
Recommended dividend up +6.0%: €0.53 per share34
Acquisition of SAG : a major step forward in SPIE’s strategic development
In millions of euros 2016
2015
Restated35
Change
2015
Published
Revenue 5,144.5 5,264.0 -2.3% 5,296.6
Revenue excluding Oil & Gas 4,809.4 4,701.4 +2.3% 4,734.0
EBITA 352.4 352.7 -0.1% 351.0
EBITA margin 6.8% 6.7% +15 bps 6.6%
Reported net income, Group share 184.0 45.3 n.m. 45.3
Cash flow from operations 429.9 368.2 368.2
Cash conversion 122% 105% 105%
Adjusted earnings per share (€) 1.28 1.25 +2.7% 1.25
Dividend per share (€) 0.53 0.50 +6.0% 0.50
31 Adjusted for amortisation of allocated goodwill and exceptional items
32 Earnings per share, fully diluted
33 Ratio of Cash flow from operations for the financial year to EBITA for the same year 34 Subject to shareholders approval at the next Annual General Meeting on May 16th, 2017
35 Restated in accordance with IFRS 5 (refer to notes to 2016 consolidated financial statements for further details)
113
Commenting on the results, Gauthier Louette, Chairman & CEO, declared: ‘2016 was another year of successful
execution of our business model, which combines a strong focus on technical competence, operational excellence
and financial discipline. It was a record year for bolt-on M&A: we acquired 10 companies, totalling €263 million
of annualised revenue. Thanks to outstanding cash flow generation, we were also able to deleverage faster than
expected and to recommend a 6% increase in dividend. Moreover, 2016 saw a significant step forward in our
strategic development in Germany and Central Europe, as we signed an agreement for the acquisition of SAG, a
major German provider of energy infrastructure services, thus reinforcing our position as a truly pan-European
leader in multi-technical services. With the integration of SAG, 2017 will be a pivotal year for SPIE and we are
very confident in the strengths of the Group, its future prospects, and its ability to create long-term value.’
2016 Financial headlines
Consolidated revenue was €5,145 million in 2016, down -2.3% year-on-year. This change includes a
-1.2% foreign exchange impact, mainly due to the weakening of the GBP, and a -4.7% organic contraction, while
acquisitions accounted for +3.6%. The organic contraction was primarily due to Oil & Gas. Excluding Oil & Gas,
overall revenue increased by +2.3% in 2016, with a limited -0.7% organic decrease.
Revenue momentum continued to improve in the 4th
quarter of 2016. Excluding Oil & Gas, revenue was up +6.1%,
and +8.0% at constant exchange rates (after +2.1% and +4.0%, respectively, in the 3rd
quarter of 2016), with
positive organic growth for the second quarter in a row.
EBITA margin was 6.8% in 2016, up 15 basis points relative to 2015. As expected, strong progress was achieved
in Germany & Central Europe and in North-Western Europe, as we further rolled out our model in these
geographies. Group EBITA was stable at €352 million (+6% excluding Oil & Gas).
Cash Flow from Operations was excellent, at €430 million, with cash conversion at an outstanding 122%,
reflecting quality of earnings, and sustained progress in the implementation of SPIE’s rigorous working capital
management processes across our most recent geographies.
Net income (Group share) rose to €184.0 million, from €45.3 million in 2015. Interest expenses decreased
significantly in 2016 (€39.4 million, vs. €76.3 million in 2015), as a consequence of the IPO and the subsequent
deleveraging. 2016 net income also benefitted from a €35.8 million net gain from deferred tax adjustment36
. On the
other hand, 2015 had been negatively impacted by one-off costs related to the IPO.
Adjusted net income (Group share), adjusted for the amortisation of allocated goodwill and for non-recurring
items, amounted to €197.9 million, with adjusted EPS at €1.28, up +2.7% year-on-year.
Net Debt was €909 million at December 31st, 2016, down from €999 million at December 31
st, 2015 pro forma
37.
The net debt to EBITDA38
leverage ratio was 2.3x, down from 2.6x pro forma a year before.
A dividend of €0.53 per share, representing a 6.0% increase on 2015, will be proposed to the Annual General
Meeting of Shareholders, to be paid in cash in May 31st, 2017 (ex date: May 29
th, 2017).
36 Under France’s 2017 finance bill, the French corporate income tax rate applicable to SPIE will decrease to 28% as of 2020.
37 Pro forma for the change in consolidation method of our OCTG activity (€924 million reported at December 31st, 2015)
38 Earnings before interest, taxes, depreciation and amortization for the last twelve months, computed as if all 2016 bolt-on acquisitions had been completed as of
January 1st, 2016
114
Comments by segment
In millions of euros
2016
2015
Restated39
Change
France
Revenue 2,253.5 2,274.4 -0.9%
EBITA 157.3 158.8 -0.9%
EBITA margin 7.0% 7.0% stable
Germany & Central Europe
Revenue 927.0 892.4 3.9%
EBITA 45.2 35.8 26.0%
EBITA margin 4.9% 4.0% 86 bps
North-Western Europe
Revenue 1,374.3 1,303.3 5.5%
EBITA 67.4 60.4 11.6%
EBITA margin 4.9% 4.6% 27 bps
Oil & Gas and Nuclear
Revenue 589.6 793.9 -25.7%
EBITA 62.6 77.0 -18.8%
EBITA margin 10.6% 9.7% 91 bps
Holding
EBITA 19.9 20.6 -3.2%
Group
Revenue 5,144.5 5,264.0 -2.3%
EBITA 352.4 352.7 -0.1%
EBITA margin 6.8% 6.7% 15 bps
France
In the France segment, margins were maintained at their best-in-class level, through a challenging economic
environment. We continued to enforce strict contract selectivity, focusing on profitable and low-risk business, and
to optimise our highly flexible cost base. The acquisition in April 2016 of the RDI Group complemented our ICT
offering and mitigated a -2.4% organic revenue contraction. We saw better trends in markets such as Telecoms,
Food, Pharmaceutical, Aeronautics or Retail, while the Commercial market remained competitive. Our activity
with the public sector (25% of the France revenue in 2016) stabilised, after a significant decline in 2015.
As part of the ‘Ambition 2020’ plan, aimed at sharpening our France segment’s organisation to anticipate market
evolutions and better capitalise on future growth opportunities, the creation of SPIE Facilities and SPIE
CityNetworks was finalised in January 2017, as planned. SPIE CityNetworks regroups our Infrastructure and
39
Restated in accordance with IFRS 5 (refer to notes to 2016 interim consolidated financial statements for further details).
115
Telecom services activities and SPIE Facilities our Technical Facility Management activities. These two pure
players will foster innovation, particularly in the areas of predictive maintenance and service digitalisation.
Alongside SPIE ICS and our five historical regional subsidiaries, now fully dedicated to the industrial, tertiary and
transport markets, they will constitute a better-focused organisation, combining the strengths of our nationwide and
pan-European offerings with an optimal local proximity.
Germany & Central Europe
The Germany & Central Europe segment reported a strong +26.0% increase in EBITA. EBITA margin progressed
significantly, at 4.9% (4.0% in 2015) and revenue was up +3.9%, thanks to a good contribution from recent
acquisitions, notably GfT and Comnet in the field of ICT. Organic growth was
-3.4%, due to the one-off impacts of having exited dilutive legacy contracts in Germany in 2015, and restructuring
our operations in Switzerland.
In Germany, EBITA margin grew by 100 bps, exceeding 5% well ahead of plan, and we completed our 6th bolt-on
acquisition since 2013. The roll out of the SPIE model has been a success and our platform is well-poised for the
next major step in its development, the integration of SAG.
In Switzerland, 2016 performance was impacted by the restructuring process initiated in 2015, with double-digit
declines in both revenue and EBITA. However, EBITA margin started to recover in the 3rd
and the 4th
quarters, as
expected.
North-Western Europe
EBITA in the North-Western Europe segment grew significantly, by +11.6%. Revenue was up +5.5%, despite a -
3.8% negative foreign exchange impact due to the weakening of the GBP. Acquisitions contributed +7.1%, while
organic growth was +2.2%. EBITA margin increased to 4.9% (4.6% in 2015), with progresses in all 3 major
geographies.
After a weak first half of 2016, impacted by delayed decision-making from certain customers around the Brexit
referendum, our UK business posted strong organic growth in the second half of the year, benefitting from a well-
diversified customer base and activity portfolio, while EBITA margin made further progress.
Trends were good in the Netherlands and Belgium, with both countries growing through acquisitions and
organically, and reporting margin increases.
116
Oil & Gas and Nuclear
The Oil & Gas and Nuclear segment recorded a -18.8% decrease in EBITA. Revenue was down
-25.7% in 2016 (-24.6% at constant currency). EBITA margin was 10.6% (9.7% in 2015).
In our Oil & Gas activities, customer activity was strongly impacted by the sharp fall in oil prices at the beginning
of the year, and remained subdued throughout the year. Our service activities were down
-24.0% at constant currency, while we were able to protect our margins through careful contract renegotiation,
active management of our flexible cost base, and successful diversification in downstream activities. Volumes in
our OCTG40
activity fell sharply (-89%) with, however, a positive mix effect in terms of margin.
Our Nuclear business reported growth in revenue and EBITA, supported by a peak level of activity related to the
‘Grand Carénage’ programme, which aims at extending the life of French nuclear reactors.
A record year for bolt-on M&A activity
In 2016, SPIE acquired 10 companies, with total annualised revenue of €263 million, the highest in 10 years and
above the €200 million guidance. 2016 bolt-on acquisitions were primarily focused on the North-Western Europe
and Germany & Central Europe segments, where SPIE further increased its network density (e.g. Trios Group in
the UK, Alewijnse in the Netherlands), strengthened its ICT capabilities (Comnet and GfT in Germany), reinforced
its position in certain markets (e.g. the Dutch retail installation market with Aaftink, the UK food, beverage and
pharmaceutical markets with Environmental Engineering), and expanded the range of its services (e.g. fire
protection and security in Central Europe with Agis).
The aggregate EBITA multiple for these transactions was 5.2x, before synergies.
Acquisition of SAG: a major step forward in SPIE’s strategic development
On December 23rd
2016, SPIE signed an agreement for the acquisition of SAG, the German leader in energy
infrastructure services, which employs approximately 8,000 people and reported revenue of €1.3 billion and EBITA
of c. €77 million in 201641
. This acquisition constitutes a major step forward in SPIE’s strategic development, as it
will significantly enhance the Group’s presence in Germany and Central Europe, and strongly increase its exposure
to attractive Transmission & Distribution markets.
The transaction consideration is approximately €850 million, including a net cash consideration of €460 million
and a post-tax net pension liability of €390 million. Based on a 9-month contribution (subject to final closing date,
expected in March 2017) and including synergies, the accretive impact on SPIE’s 2017 adjusted net income should
be c. 10%, consistent with the information provided in December 2016.
Financing – Balance sheet
Cash conversion was outstanding, at 122%, reflecting the quality of our earnings, and sustained progress in the
implementation of SPIE’s working capital management processes across our most recent geographies.
Net debt at December 31st, 2016 was €909 million, compared to €999 million at December 31
st, 2015, pro forma
for the deconsolidation of our OCTG activity as at January 1st, 2016 (€924 million as reported) and net leverage
decreased to 2.3x, from 2.6x at the end of 2015 on a pro forma basis.
Following the signing of the acquisition of SAG, SPIE’s long term corporate credit rating was confirmed by both
Moody’s and Standard & Poor’s, at Ba3 and BB, respectively42
.
40
Oil country tubular goods
41 Based on information provided by SAG. Revenue and EBITA presented are restated from non-recurring items and changes in scope of consolidation. 42
Outlook changed from positive to stable by Standard & Poor’s
117
The financing of the SAG acquisition is secured by a fully committed bridge facility, which was undrawn as at
December 31st, 2016. SPIE intends to refinance this facility by way of a bonds issue that would be launched
shortly, subject to market conditions.
2017 outlook
Based on our strong pipeline, revenue acquired in 2017, through new bolt-on acquisitions, should again be in the
order of €200 million on a full-year basis.
In 2017, excluding SAG:
Group revenue is expected to grow by c. 4% at constant foreign exchange;
Group EBITA margin is expected to remain stable at its excellent 2016 level.
In addition, SAG’s revenue contribution over nine months (subject to the transaction final closing date) should be
c.€1.0 bn, with an EBITA margin around c.6%, including synergies.
Based on the proven track records of both SPIE and SAG, we are confident that the combined Group will achieve
c.100% cash conversion.
Dividend pay-out ratio will remain at c.40% of adjusted net income attributable to the Group. In addition, the
Board of Directors intends to pay an interim cash dividend in 2017, amounting to 30% of the approved dividend
for 2016.
Consolidated financial statements
The consolidated financial statements of the SPIE Group as of and for the year ended December 31st, 2016 have
been approved by the Board of Directors on March 9th
, 2017. Audit procedures on the consolidated financial
statements are complete and the audit report has been issued.
The audited consolidated financial statements (full financial statements and notes) and the slide presentation of the
2016 consolidated annual results are available on our website www.spie.com, in the “Finance/Regulated
Information” section.
Conference call for investors and analysts
Date: Friday, March 10th
, 2017
9.00 am Paris time - 8.00 am London time
Speakers:
Gauthier Louette, Chairman & CEO
Denis Chêne, CFO
118
About SPIE
As the independent European leader in multi-technical services in the areas of energy and communications, SPIE
supports its customers to design, build, operate and maintain energy-efficient and environmentally-friendly
facilities. With 38,000 employees working from close to 600 sites in 38 countries, SPIE achieved in 2016
consolidated revenues of €5.1 billion and consolidated EBITA of €352 million.
www.spie.com
https://www.facebook.com/SPIEgroup
http://twitter.com/spiegroup
Disclaimer
Certain information included in this press release are not historical facts but are forward-looking statements. These forward-looking statements
are based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future business
strategies (including the successful integration of SAG) and the environment in which SPIE operates, and involve known and unknown risks,
uncertainties and other factors, which may cause actual results, performance or achievements, or industry results or other events, to be
materially different from those expressed or implied by these forward-looking statements.
Forward-looking statements speak only as of the date of this press release and SPIE expressly disclaims any obligation or undertaking to
release any update or revisions to any forward-looking statements included in this press release to reflect any change in expectations or any
change in events, conditions or circumstances on which these forward-looking statements are based. Such forward- looking statements are for
illustrative purposes only. Forward-looking information and statements are not guarantees of future performances and are subject to various
risks and uncertainties, many of which are difficult to predict and generally beyond the control of SPIE. Actual results could differ materially
from those expressed in, or implied or projected by, forward-looking information and statements. These risks and uncertainties include those
discussed or identified under Chapter 4 “Risk factors” in the 2015 Registration Document, which received the AMF visa n° R. 16 - 0030 on
April 28th, 2016, and is available on the website of the Company (www.spie.com) and of the AMF (www.amf-france.org).
This press release includes only summary information and does not purport to be comprehensive. No reliance should be placed on the accuracy
or completeness of the information or opinions contained in this press release.
The historical figures related to SAG included in this press release have been provided to SPIE by SAG within the context of the acquisition
process. These historical figures have not been audited or subject to a limited review by the auditors of SPIE.
This press release includes pro forma financial information in relation to the financial year ended December 31st, 2016, which has been
prepared as if the acquisition of SAG by SPIE had been completed as of January 1st, 2016. This pro forma financial information is provided for
information purposes only and does not represent the results that would have been achieved if this acquisition had actually been completed on
such date.
This press release does not contain or constitute an offer of securities for sale or an invitation or inducement to invest in securities in France,
the United States or any other jurisdiction.
119
Appendix
Consolidated income statement
In thousands of euros 2016 2015
Restated*
Revenue 5,155,699 5,399,249
Other income 33,211 31,403
Operating expenses (4,870,546) (5,113,758)
Recurring operating income 318,364 316,894
Other operating expense (28,982) (61,582)
Other operating income 12,927 13,958
Operating income 302,309 269,270
Net income (loss) from companies accounted for under the
equity method 426 379
Operating income including companies accounted for
under the equity method 302,735 269,649
Interests charges and losses from cash equivalents (39,386) (76,309)
Gains from cash equivalents 187 1,339
Costs of net financial debt (39,199) (74,970)
Other financial expenses (34,559) (127,422)
Other financial incomes 21,451 34,536
Other financial incomes and expenses (13,108) (92,886)
Pre-tax income 250,428 101,793
Income tax expense (47,914) (57,452)
Net income from continuing operations 202,514 44,341
Net income from discontinued operations (18,482) (6,037)
NET INCOME 184,032 38,304
Net income from continuing operations attributable to:
. Owners of the parent 202,502 51,318
. Non-controlling interests 12 (6,977)
202,514 44,341
Net income attributable to:
120
. Owners of the parent 184,020 45,281
. Non-controlling interests 12 (6,977)
184,032 38,304
* Restated in accordance with IFRS 5 (refer to notes to 2016 consolidated financial statements for further details)
121
Reconciliation between revenue (as per management accounts) and revenue under IFRS
In millions of euros 2016 2015
Restated*
Revenue (as per management accounts) 5,144.5 5,264.0
Sonaid (OCTG activity) (a) (14.3) 105.5
Holding activities (b) 23.0 30.9
Others (c) 2.5 (1.2)
Revenue under IFRS 5,155.7 5,399.2
* Restated in accordance with IFRS 5 (refer to notes to 2016 consolidated financial statements for further details)
(a) Group Share of Sonaid’s revenue (55%) in 2016 and non-group share (45%) in 2015. In the Group’s IFRS
consolidated accounts, Sonaid is equity-accounted since January 1st, 2016 and was fully consolidated before,
whereas it is accounted proportionally in the Group’s revenue per management accounts in both periods.
(b) Non-Group revenue of SPIE Operations and other non-operational entities.
(c) Re-invoicing of services provided by Group entities to non-managed joint ventures; re-invoicing to non-
Group entities that do not correspond to operational activity (primarily re-invoicing of expenses on account);
revenue from entities consolidated under the equity method, or for which consolidation is pending.
Reconciliation between EBITA and Operating income
In millions of euros 2016 2015
Restated*
EBITA 352.4 352.7
Amortisation of intangible assets (allocated goodwill) (33.5) (36.1)
Discontinued activities and restructuring costs (a) (16.7) (17.7)
Financial commissions (1.8) (1.8)
Non-controlling interests (b) 0.1 3.6
Costs related to IPO and Employee shareholding plan - (29.6)
Others (c) 2.4 (1.4)
Operating Income (including equity-accounted
companies) 302.7 269.6
* Restated in accordance with IFRS 5 (refer to notes to 2016 consolidated financial statements for further details)
(a) Costs related to reorganisations and restructuring, in France, the United kingdom, and Switzerland.
(b) Group Share of Sonaid’s operating income (55%) in 2016 and non-group share (45%) in 2015. In the Group’s
IFRS consolidated accounts, Sonaid is equity-accounted since January 1st, 2016 and was fully consolidated
before, whereas it is accounted proportionally in the Group’s EBITA in both periods.
(c) Other items in 2016 mainly include (i) a capital gain subsequent to the change in consolidation method of
Sonaid pursuant to IFRS 11 (€5.3 million), (ii) the release of an unused earn-out provision, (iii) an expense
recognized on the free share plan allocation, in compliance with IFRS 2 and (iv) costs related to external
growth projects.
122
Consolidated balance sheet
In thousands of euros Dec. 31st, 2016 Dec. 31
st, 2015
Non-current assets
Intangible assets 777,366 791,992
Goodwill 2,207,341 2,148,937
Property, plant and equipment 99,923 110,095
Investments in companies accounted for under the equity
method 2,913 2,837
Non-consolidated shares and long-term loans 58,421 44,925
Other non-current financial assets 4,633 8,713
Deferred tax assets 235,364 244,613
Total non-current assets 3,385,961 3,352,112
Current assets
Inventories 24,554 24,935
Trade receivables 1,370,872 1,463,885
Current tax receivables 26,960 24,904
Other current assets 226,361 227,112
Other current financial assets 7,629 8,540
Cash management financial assets 5,500 245,777
Cash and cash equivalents 560,157 358,013
Total current assets from continuing operations 2,222,033 2,353,166
Assets classified as held for sale 15,238 14,480
Total current assets 2,237,271 2,367,646
TOTAL ASSETS 5,623,232 5,719,758
In thousands of euros Dec. 31st, 2016 Dec. 31
st, 2015
Equity
Share capital 72,416 72,416
Share premium 1,170,496 1,170,496
Consolidated reserves (11,844) 29,919
Net income attributable to the owners of the parent 184,020 45,281
Equity attributable to owners of the parent 1,415,088 1,318,112
Non-controlling interests 2,160 (1,277)
Total equity 1,417,248 1,316,835
Non-current liabilities
Interest-bearing loans and borrowings 1,126,947 1,121,803
123
Non-current provisions 49,226 73,054
Accrued pension and other employee benefits 291,974 272,353
Other non-current liabilities 6,066 8,110
Deferred tax liabilities 267,845 310,375
Total non-current liabilities 1,742,058 1,785,695
Current liabilities
Trade payables 780,008 901,535
Interest-bearing loans and borrowings (current portion) 332,293 395,734
Current provisions 93,225 98,788
Income tax payable 30,425 28,340
Other current operating liabilities 1,211,062 1,181,416
Total current liabilities from continuing operations 2,447,013 2,605,813
Liabilities associated with assets classified as held for sale 16,913 11,415
Total current liabilities 2,463,926 2,617,228
TOTAL EQUITY AND LIABILITIES 5,623,232 5,719,758
124
Net debt
In millions of euros Dec. 31st, 2016 Dec. 31
st, 2015
Loans and borrowings per balance sheet 1,459.2 1,517.5
Capitalised borrowing costs 11.4 14.5
Others (0.7) (1.0)
Gross financial debt (a) 1,469.9 1,531.0
Cash management financial assets per balance sheet 5.5 245.8
Cash and cash equivalent per balance sheet 560.2 358.0
Accrued interest 0.1 (0.3)
Cash held in discontinued operations (7.0) 1.4
Gross cash (b) 558.8 604.9
Consolidated net debt (a) – (b) 911.1 926.1
Unconsolidated net cash (1.7) (1.6)
Net debt 909.4 924.5
Pro forma 2016 figures including SAG
On a pro forma basis (including SAG as if it had been acquired as of January 1st, 2016), the Group would have
generated consolidated revenue of €6,469.8 and consolidated EBITA of €429.3 for the financial year ended
December 31st, 2016, compared to €5,144.5 and €352.4 respectively on an historical basis.
125
Consolidated cash flow statement
In thousands of euros 2016 2015
Restated*
CASH AND CASH EQUIVALENTS AT BEGINNING OF
THE PERIOD 551,800 493,598
Operating activities
Net income 184,032 38,304
Loss from companies accounted for under the equity method (426) (379)
Depreciation, amortisation, and provisions 47,914 48,315
Proceeds on disposals of assets 2,473 4,623
Dividend income (0) -
Income tax expense 44,065 53,748
Elimination of costs of net financial debt 39,217 74,967
Elimination of non-recurring costs related to refinancing - 72,572
Other non-cash items (229) (4,049)
Internally generated funds from (used in) operations 317,046 288,101
Income tax paid (58,057) (68,339)
Changes in operating working capital requirements 99,006 52,706
Dividends received from companies accounted for under the
equity method 350 400
Net cash flow from (used in) operating activities 358,345 272,866
Investing activities
Effect of changes in the scope of consolidation (170,803) (33,388)
Acquisition of property, plant and equipment and intangible
assets (36,449) (34,521)
Net investment in financial assets (80) (138)
Changes in loans and advances granted 1,164 2,351
Proceeds from disposals of property, plant and equipment and
intangible assets 8,348 2,754
Proceeds from disposals of financial assets 282 161
Dividends received (0) (0)
Net cash flow from (used in) investing activities (197,538) (62,781)
Financing activities
Issue of share capital (53) 733,116
Proceeds from loans and borrowings 931 2,043,490
Repayment of loans and borrowings (63,874) (2,830,784)
Net interest paid (35,755) (101,237)
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Dividends paid to owners of the parent (77,038) -
Dividends paid to non-controlling interests (544) (1,152)
Other cash flows from (used in) financing activities - -
Net cash flow from (used in) financing activities (176,333) (156,567)
Impact of changes in exchange rates (17,741) 4,824
Impact of changes in accounting policies - (144)
Net change in cash and cash equivalents (33,267) 58,201
CASH AND CASH EQUIVALENTS AT END OF THE
PERIOD 518,534 551,800
* Restated in accordance with IFRS 5 (refer to notes to 2016 consolidated financial statements for further details)
127
DESCRIPTION OF THE GUARANTORS
The following section includes a detailed description of the subsidiaries of the Issuer that are Guarantors under
the Conditions as of the date of this Prospectus.
In accordance with the provisions of Article 8(2)(c) of the Prospectus Directive, the AMF granted an approval on
a request for omission from inclusion in the Prospectus of the financial statements of the Original Guarantors for
the financial years ended December 31, 2015 and 2016 as would otherwise have been required pursuant to Item 3
of Annex VI of Regulation (EC) No. 809/2004 and Item 11 of Annex IX of Regulation (EC) No. 809/2004, as
amended. The Group’s consolidated financial statements include all of the subsidiaries of the Group, including the
Original Guarantors. As at December 31, 2015, the Original Guarantors represented a total contribution of
€3,659,529 to the Group’s consolidated revenue (i.e., 67.8%), a total contribution to the Group’s consolidated
EBITDA of €288,124 (i.e., 74.0%), a total contribution to the Group’s net debt of €654,933 and a total
contribution to the Group’s total equity of €180,999.
1. FINANCIÈRE SPIE
Financière SPIE was incorporated on June 21, 2006 as a French société par actions simplifiée under French law.
Its registered office is located at 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France (tel: + 33 (0) 1
34 24 30 00).
The duration of Financière SPIE is ninety-nine (99) years from its registration. Financière SPIE is registered with
the French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Pontoise under
number 490 683 463.
Statutory Auditors
As of the date of this Prospectus, the statutory auditors of Financière SPIE are Ernst & Young et Autres, which is
located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France, and PricewaterhouseCoopers
Audit, which is located at 63, rue de Villiers, 92200 Neuilly-sur-Seine, France. Ernst & Young et Autres and
PricewaterhouseCoopers Audit have audited Financière SPIE’s financial statements in accordance with generally
accepted auditing standards in France for each of the two financial years ended December 31, 2015 and 2016.
Ernst & Young et Autres and PricewaterhouseCoopers Audit are members of the Compagnie régionale des
Commissaires aux comptes de Versailles.
Business Overview
Financière SPIE is an intermediary holding company of the Group; it does not have operational activities. It is the
former holding company of the Group, incorporated upon completion of the first leverage buy out over the Group
in 2006 by PAI Partners.
Management Bodies
As at the date of this Prospectus, the management body of Financière SPIE comprises the following person:
Name, Position in Financière SPIE Principal terms of office and duties performed outside
Financière SPIE
SPIE SA, Président Not applicable
The address of the President is 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France.
No potential conflicts of interests exist between any duties to Financière SPIE of its President referred to above
and its private interests and/or other duties.
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Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate
governance) that Financière SPIE must comply with.
Share Capital
Financière SPIE is a 100% subsidiary of SPIE SA. For a description of the organisational structure of the Group,
please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of this
Prospectus.
Financière SPIE’s issued share capital at the date of this Prospectus was €678,517.77 represented by 67,851,777
ordinary shares with a nominal value of €0.01 each. Financière SPIE has no other classes of shares. The share
capital is fully paid up in cash. Financière SPIE has no notes cum warrants, nor convertible notes outstanding.
Corporate Object
Article 2 of Financière SPIE articles of association states that:
The purpose of the company is, directly or indirectly, in France and abroad:
– to purchase, sell or manage, for its own account, French and non-French securities of any kind and issued by
any company; to purchase, subscribe, manage, sell, exchange these securities and any rights issued by any
company, to take interests in or hold, directly or indirectly, any stake in any existing or future company or
enterprise (by way of creation of new companies, capital contributions, subscriptions, purchases or exchanges
of securities, bonds, warrants, company rights or company assets, mergers, joint ventures, economic interest
groups, or any other means, as well as long term or short term shareholder’s current accounts or loans); to
purchase and attribute for its own benefit all movable and immovable property, to operate, sell or make a
contribution in kind to the share capital of a company of such property; to participate in any transaction
relating to the operation, the management or the administration of any business or enterprise; to purchase or
rent immovable property necessary to the purpose of the company,
– and, in general, all financial, commercial, industrial, civil transactions or transactions relating to movable or
immovable property that may relate, directly or indirectly, to the above corporate purpose and any other
similar or equivalent corporate purposes and which contributes, directly or indirectly, to the company’s
purpose, its expansion, development or property.
Litigation
As of the date of this Prospectus, Financière SPIE has no knowledge of any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which Financière SPIE is aware),
during a period covering at least the previous 12 months which may have, or have had in the recent past,
significant effects on Financière SPIE’s financial position or profitability.
Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, Financière SPIE has not entered into any
material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of
its subsidiaries, being under an obligation or entitlement that is material to Financière SPIE’s ability to meet its
obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect Financière SPIE’s ability to fulfil its obligations under the Bonds to the Bondholders
are described in Section “Risk Factors” of this Prospectus.
129
Key financial information
For the financial year ended December 31, 2015, the contribution of Financière SPIE to the Group’s EBITDA is
€2.1 million, to the Group’s net debt is €716.9 million43
and to the Group’s total equity is €1,413 million.
Financière SPIE did not contribute to the Group’s revenue for this financial year.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of
Financière SPIE and there has been no material adverse change in the prospects of Financière SPIE since
December 31, 2016.
2. SPIE OPERATIONS
SPIE Operations was incorporated on April 4, 1995 as a French société par actions simplifiée under French law.
Its registered office is located at 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France (tel: + 33 (0) 1
34 21 30 00).
The duration of SPIE Operations is ninety-nine (99) years from its registration. SPIE Operations is registered with
the French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Pontoise under
number 399 258 755.
Statutory Auditors
As of the date of this Prospectus, the statutory auditors of SPIE Operations are Ernst & Young et Autres, which is
located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France, and PricewaterhouseCoopers
Audit, which is located at 63, rue de Villiers, 92200 Neuilly-sur-Seine, France. Ernst & Young et Autres and
PricewaterhouseCoopers Audit have audited SPIE Operations’ financial statements in accordance with generally
accepted auditing standards in France for each of the two financial years ended December 31, 2015 and 2016.
Ernst & Young et Autres and PricewaterhouseCoopers Audit are members of the Compagnie régionale des
Commissaires aux comptes de Versailles.
Business Overview
SPIE Operations is the holding company of the Group in respect of its operating companies.
Management Bodies
As at the date of this Prospectus, the management body of SPIE Operations comprises the following persons:
Name, Position in SPIE Operations Principal terms of office and duties performed outside
SPIE Operations
Gauthier Louette, Président Chairman of the Board of Directors and Chief Executive
Officer of SPIE SA
Gilles Brazey, Directeur général délégué Directeur Général Délégué France de SPIE SA
The address of the above managers is 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France.
No potential conflicts of interests exist between any duties to SPIE Operations of the persons referred to above and
their private interests and/or other duties.
43 Contributions to the Group’s net debt as presented in the section “Description of the Guarantors” of this Prospectus refer to the total net
debt of the Group as of December 31, 2016 which amounts to €924.5 million.
130
Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate
governance) that SPIE Operations must comply with.
Share Capital
SPIE Operations is a 100% subsidiary of Financière SPIE. For a description of the organisational structure of the
Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of
this Prospectus.
SPIE Operations’ issued share capital at the date of this Prospectus was €133,337,224.54 represented by
11,504,506 ordinary shares with a nominal value of €11.59 each. SPIE Operations has no other classes of shares.
The share capital is fully paid up in cash. SPIE Operations has no notes cum warrants, nor convertible notes
outstanding.
Corporate Object
Article 2 of SPIE Operations articles of association states that:
The purpose of the company is, directly or indirectly, in France and abroad:
(i) to engage in and execute any metallurgical, mechanical, metallic or electrical projects and constructions;
to engage in and execute any private and public projects and constructions of all kinds; to participate in
any transactions relating to the construction, the management and the production of buildings and
immovable property of all kinds; to build and operate equipment and conveyance systems of all kinds; to
participate in any operation relating to the production and application of energy in all its forms, including
the development of any related industry, the grant or purchase of any concession, lease or government
interest of any operation that falls within the company’s purpose;
(ii) to obtain, purchase, sell, operate any patent relating to these industries;
(iii) to participate in any enterprise or company, regardless of its legal form, which operates in matters relating
to the company’s business or which contributes to its industry and its business and, in general, any
industrial, commercial or financial transactions or any transaction relating to movable or immovable
property which may directly or indirectly relate to the above corporate purpose;
The company may complete any transaction that falls within its corporate purpose, acting either alone on its own
behalf or on behalf of any third parties, either through equity investment or by purchasing, subscribing,
contributing or exchanging any rights, shares of interest within any company, regardless of its legal form, with a
similar or equivalent corporate purpose.
The purpose of the company is also, in France and abroad:
(a) for its own account, to purchase, sell and manage French or non-French securities of all kind and from all
enterprises;
(b) to purchase, subscribe, manage, sell, exchange these securities or any rights within any company;
(c) to take interests in or hold, directly or indirectly, any stake in any existing or future company or
enterprise: creation of a new company, capital contribution, subscription of shares, bonds or any other
security, acquisition of partnerships, limited partnerships or joint venture company rights, merger,
alliance and any other means and kinds in use in France and abroad;
(d) to purchase and attribute for its own benefit all movable and immovable property, to operate, sell or make
a contribution in kind to the share capital of a company of such property;
(e) to be involved in any transaction relating to the operation, the management or the administration of any
business or enterprise;
131
(f) to build, purchase, rent or sell immovable property necessary to the purpose of the company;
and, in general, any economic or legal, financial, civil or commercial transactions, that may relate, directly or
indirectly, on its own behalf or on behalf of any third parties, to this corporate purpose or any similar, equivalent
or complementary corporate purpose.
Litigation
As of the date of this Prospectus, SPIE Operations has no knowledge of any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which SPIE Operations is aware),
other than those described below, during a period covering at least the previous 12 months which may have, or
have had in the recent past, significant effects on SPIE Operations’ financial position or profitability.
Material litigation and arbitration proceedings in which SPIE Operations is involved are detailed in Section
“Description of the Issuer – 9. Legal proceedings and arbitration - 9.2. Recourse of the Île-de-France Region –
Lycées of Île-de-France” and Section “Description of the Issuer – 9. Legal proceedings and arbitration –
9.3. Recourse by SNCF – EOLE” of this Prospectus.
Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Operations has not entered into
any material contracts that are not entered into in the ordinary course of its business, which could result in it, or
any of its subsidiaries, being under an obligation or entitlement that is material to SPIE Operations’ ability to meet
its obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect SPIE Operations’ ability to fulfil its obligations under the Bonds to the Bondholders
are described in Section “Risk Factors” of this Prospectus.
Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE Operations to the Group’s revenue is
€29.0 million, to the Group’s EBITDA is €40.1 million, to the Group’s net debt is €(196.2) million and to the
Group’s total equity is €(1,072) million.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
Operations and there has been no material adverse change in the prospects of SPIE Operations since December 31,
2016.
3. SPIE ILE-DE-FRANCE NORD-OUEST
SPIE Ile-de-France Nord-Ouest was incorporated on November 30, 2001 as a French société par actions simplifiée
à associé unique under French law. Its registered office is located at 1/3, Place de la Berline, 93287 Saint-Denis
Cedex, France (tel: + 33 (0) 1 48 13 42 42).
The duration of SPIE Ile-de-France Nord-Ouest is ninety-nine (99) years from its registration. SPIE Ile-de-France
Nord-Ouest is registered with the French Register of Commerce and Companies (Registre du Commerce et des
Sociétés) of Bobigny under number 440 056 182.
Statutory Auditor
As of the date of this Prospectus, the statutory auditor of SPIE Ile-de-France Nord-Ouest is Ernst & Young et
Autres, which is located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France. Ernst & Young
132
et Autres has audited SPIE Ile-de-France Nord Ouest’s financial statements in accordance with generally accepted
auditing standards in France for each of the two financial years ended December 31, 2015 and 2016. Ernst &
Young et Autres is a member of the Compagnie régionale des Commissaires aux comptes de Versailles.
Business Overview
SPIE Ile-de-France Nord-Ouest is the Group company operating multi-technical services activities in Ile-de-
France (Paris and suburbs) and in Northwestern France. For a description of these activities, please refer to
Section “Description of the Issuer – 4.2. France - Mechanical and Electrical Services and Technical Facility
Management” of this Prospectus.
Management Bodies
As at the date of this Prospectus, the management body of SPIE Ile-de-France Nord-Ouest comprises the
following persons:
Name, Position in SPIE Ile-de-France Nord-Ouest Principal terms of office and duties performed outside
SPIE Ile-de-France Nord-Ouest
Gilles Brazey, Président Directeur Général Délégué France de SPIE SA
Arnaud Tirmarche, Directeur général Not applicable
The address of the members of the above managers is 1/3, Place de la Berline, 93287 Saint-Denis Cedex, France.
No potential conflicts of interests exist between any duties to SPIE Ile-de-France Nord-Ouest of the persons
referred to above and their private interests and/or other duties.
Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate
governance) that SPIE Ile-de-France Nord-Ouest must comply with.
Share Capital
SPIE Ile-de-France Nord-Ouest is a 100% subsidiary of SPIE Operations. For a description of the organizational
structure of the Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of
December 31, 2016” of this Prospectus.
SPIE Ile-de-France Nord-Ouest’s issued share capital at the date of this Prospectus was €25,192,000 represented
by 1,574,500 ordinary shares with a nominal value of €16 each. SPIE Ile-de-France Nord-Ouest has no other
classes of shares. The share capital is fully paid up in cash. SPIE Ile-de-France Nord-Ouest has no notes cum
warrants, nor convertible notes outstanding.
Corporate Object
Article 2 of SPIE Ile-de-France Nord-Ouest articles of association states that:
The purpose of the company is, directly or indirectly, in France and abroad:
– to engage in and execute projects and constructions;
– any studies, research, assistance to clients, project development, management and installations of any kind;
– to provide maintenance and operate, for its own account or for the account of third parties, all activities, and
in particular services relating to technical or administrative multi-services management, major maintenance
and small projects in respect of all or parts of facilities, industrial equipment or buildings, of civil engineering
or infrastructures; the foregoing shall apply in all areas relating to building and immovable property in
general, to industrial and commercial facilities, to facilities dedicated to production, transportation,
133
distribution and use of any kind of energy, telecommunications, electrotechnics, electronics, mechanics,
electromechanics, pipes, and to all kinds of public and private projects;
– to obtain, purchase, sell back, sell, operate, make a contribution in kind to the share capital of a company of
any patent, license, trademark and processes relating, directly or indirectly, to the purpose of the company;
– to take interests in or hold, directly or indirectly, any stake in the share capital of any company or in any
transaction, either by way of creation of new companies, capital contribution, mergers, purchase of securities
or rights within a company, or in any other way relating to the business of the company or which contributes
to its industry and its business, and to acquire concessions relating, directly or indirectly, to installations of all
kinds.
And, in general, any financial, industrial and commercial transactions which may relates, directly or indirectly, to
the above corporate purpose, or which contributes to its expansion and its development.
Litigation
As of the date of this Prospectus, SPIE Ile-de-France Nord-Ouest has no knowledge of any governmental, legal or
arbitration proceedings (including any such proceedings which are pending or threatened of which SPIE Ile-de-
France Nord-Ouest is aware), during a period covering at least the previous 12 months which may have, or have
had in the recent past, significant effects on SPIE Ile-de-France Nord-Ouest’s financial position or profitability.
Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Ile-de-France Nord-Ouest has not
entered into any material contracts that are not entered into in the ordinary course of its business, which could
result in it, or any of its subsidiaries, being under an obligation or entitlement that is material to SPIE Ile-de-France
Nord-Ouest’s ability to meet its obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect SPIE Ile-de-France Nord-Ouest’s ability to fulfil its obligations under the Bonds to the
Bondholders are described in Section “Risk Factors” of this Prospectus.
Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE Ile-de-France Nord-Ouest to the
Group’s revenue is €510.5 million, to the Group’s EBITDA is €38.1 million, to the Group’s net debt is €101.4
million and to the Group’s total equity is €7.2 million.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
Ile-de-France Nord-Ouest and there has been no material adverse change in the prospects of SPIE Ile-de-France
Nord-Ouest since December 31, 2016.
134
4. SPIE OUEST-CENTRE
SPIE Ouest-Centre was incorporated on November 30, 2001 as a French société par actions simplifiée under
French law. Its registered office is located at 7, rue Julius & Ethel Rosenberg – BP 90263, 44818 Saint-Herblain
Cedex, France (tel: + 33 (0) 2 40 67 06 06).
The duration of SPIE Ouest-Centre is ninety-nine (99) years from its registration. SPIE Ouest-Centre is registered
with the French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Nantes under
number 440 056 356.
Statutory Auditor
As of the date of this Prospectus, the statutory auditor of SPIE Ouest-Centre is Ernst & Young et Autres, which is
located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France. Ernst & Young et Autres has
audited SPIE Ouest-Centre’s financial statements in accordance with generally accepted auditing standards in
France for each of the two financial years ended December 31, 2015 and 2016. Ernst & Young et Autres is a
member of the Compagnie régionale des Commissaires aux comptes de Versailles.
Business Overview
SPIE Ouest-Centre is the Group company operating multi-technical services activities in Western and Central
France. For a description of these activities, please refer to Section “Description of the Issuer – 4.2. France -
Mechanical and Electrical Services and Technical Facility Management” of this Prospectus.
Management Bodies
As at the date of this Prospectus, the management body of SPIE Ouest-Centre comprises the following persons:
Name, Position in SPIE Ouest-Centre Principal terms of office and duties performed outside
SPIE Ouest-Centre
Gilles Brazey, Président Directeur Général Délégué France de SPIE SA
Philippe Brugalle, Directeur général Not applicable
The address of the above managers is 7, rue Julius & Ethel Rosenberg – BP 90263, 44818 Saint-Herblain Cedex,
France.
No potential conflicts of interests exist between any duties to SPIE Ouest-Centre of the persons referred to above
and their private interests and/or other duties.
Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate
governance) that SPIE Ouest-Centre must comply with.
Share Capital
SPIE Ouest-Centre is a 100% subsidiary of SPIE Operations. For a description of the organizational structure of
the Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016”
of this Prospectus.
SPIE Ouest-Centre’s issued share capital at the date of this Prospectus was €19,108,000 represented by 1,194,250
ordinary shares with a nominal value of €16 each. SPIE Ouest-Centre has no other classes of shares. The share
capital is fully paid up in cash. SPIE Ouest-Centre has no notes cum warrants, nor convertible notes outstanding.
135
Corporate Object
Article 2 of SPIE Ouest-Centre articles of association states that:
The purpose of the company is, directly or indirectly, in France and abroad:
– to engage in and execute projects and constructions;
– any studies, research, assistance to clients, project development, management and installations of any kind;
– to provide maintenance and operate, for its own account or for the account of third parties, all activities, and
in particular services relating to technical or administrative multi-services management, major maintenance
and small projects in respect of all or parts of facilities, industrial equipment or buildings, of civil engineering
or infrastructures; the foregoing shall apply in all areas relating to building and immovable property in
general, to industrial and commercial facilities, to facilities dedicated to production, transportation,
distribution and use of any kind of energy, telecommunications, electrotechnics, electronics, mechanics,
electromechanics, pipes, and to all kinds of public and private projects;
– to obtain, purchase, sell back, sell, operate, make a contribution in kind to the share capital of a company of
any patent, license, trademark and processes relating, directly or indirectly, to the purpose of the company;
– to take interests in or hold, directly or indirectly, any stake in the share capital of any company or in any
transaction, either by way of creation of new companies, capital contribution, mergers, purchase of securities
or rights within a company, or in any other way relating to the business of the company or which contributes
to its industry and its business, and to acquire concessions relating, directly or indirectly, to installations of all
kinds.
And, in general, any financial, industrial and commercial transactions which may relates, directly or indirectly, to
the above corporate purpose, or which contributes to its expansion and its development.
Litigation
As of the date of this Prospectus, SPIE Ouest-Centre has no knowledge of any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which SPIE Ouest-Centre is
aware), other than those described below, during a period covering at least the previous 12 months which may
have, or have had in the recent past, significant effects on SPIE Ouest-Centre’s financial position or profitability.
Material litigation and arbitration proceedings in which SPIE Ouest-Centre is involved are detailed in Section
“Description of the Issuer – 9. Legal proceedings and arbitration – 9.5 Investigation in the context of a market in
Finistère (France)” of this Prospectus.
Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Ouest-Centre has not entered into
any material contracts that are not entered into in the ordinary course of its business, which could result in it, or
any of its subsidiaries, being under an obligation or entitlement that is material to SPIE Ouest-Centre’s ability to
meet its obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect SPIE Ouest Centre’s ability to fulfil its obligations under the Bonds to the
Bondholders are described in Section “Risk Factors” of this Prospectus.
136
Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE Ouest-Centre to the Group’s revenue is
€362.1 million, to the Group’s EBITDA is €25.8 million, to the Group’s net debt is €37.5 million and to the
Group’s total equity is €25.3 million.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
Ouest-Centre and there has been no material adverse change in the prospects of SPIE Ouest-Centre since
December 31, 2016.
5. SPIE SUD-EST
SPIE Sud-Est was incorporated on November 30, 2001 as a French société par actions simplifiée à associé unique
under French law. Its registered office is located at 4, avenue Jean Jaurès – BP 19, 69320 Feyzin, France (tel: + 33
(0)4 72 21 12 00).
The duration of SPIE Sud-Est is ninety-nine (99) years from its registration. SPIE Sud-Est is registered with the
French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Lyon under number
440 055 861.
Statutory Auditor
As of the date of this Prospectus, the statutory auditor of SPIE Sud-Est is Ernst & Young et Autres, which is
located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France. Ernst & Young et Autres has
audited SPIE Sud-Est’s financial statements in accordance with generally accepted auditing standards in France
for each of the two financial years ended December 31, 2015 and 2016. Ernst & Young et Autres is a member of
the Compagnie régionale des Commissaires aux comptes de Versailles.
Business Overview
SPIE Sud-Est is the Group company operating multi-technical services activities in Southern-Eastern France. For a
description of these activities, please refer to “Description of the Issuer – 4.2. France - Mechanical and Electrical
Services and Technical Facility Management” of this Prospectus.
Management Bodies
As at the date of this Prospectus, the management body of SPIE Sud-Est comprises the following persons:
Name, Position in SPIE Sud-Est Principal terms of office and duties performed outside
SPIE Sud-Est
Gilles Brazey, Président Directeur Général Délégué France de SPIE SA
Pascal Poncet, Directeur général Not applicable
The address of the above managers is 4, avenue Jean Jaurès – BP 19, 69320 Feyzin, France.
No potential conflicts of interests exist between any duties SPIE Sud-Est of the persons referred to above and their
private interests and/or other duties.
Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate
governance) that SPIE Sud-Est must comply with.
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Share Capital
SPIE Sud-Est is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of the
Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of
this Prospectus.
SPIE Sud-Est’s issued share capital at the date of this Prospectus was €20,115,904 represented by 1,257,244
ordinary shares with a nominal value of €16 each. SPIE Sud-Est has no other classes of shares. The share capital is
fully paid up in cash. SPIE Sud-Est has no notes cum warrants, nor convertible notes outstanding.
Corporate Object
Article 2 of SPIE Sud-Est articles of association states that:
The purpose of the company is, directly or indirectly, in France and abroad:
– to engage in and execute projects and constructions;
– any studies, research, assistance to clients, project development, management and installations of any kind;
– to provide maintenance and operate, for its own account or for the account of third parties, all activities, and
in particular services relating to technical or administrative multi-services management, major maintenance
and small projects in respect of all or parts of facilities, industrial equipment or buildings, of civil engineering
or infrastructures; the foregoing shall apply in all areas relating to building and immovable property in
general, to industrial and commercial facilities, to facilities dedicated to production, transportation,
distribution and use of any kind of energy, telecommunications, electrotechnics, electronics, mechanics,
electromechanics, pipes, and to all kinds of public and private projects;
– to obtain, purchase, sell back, sell, operate, make a contribution in kind to the share capital of a company of
any patent, license, trademark and processes relating, directly or indirectly, to the purpose of the company;
– to take interests in or hold, directly or indirectly, any stake in the share capital of any company or in any
transaction, either by way of creation of new companies, capital contribution, mergers, purchase of securities
or rights within a company, or in any other way relating to the business of the company or which contributes
to its industry and its business, and to acquire concessions relating, directly or indirectly, to installations of all
kinds.
And, in general, any financial, industrial and commercial transactions which may relates, directly or indirectly, to
the above corporate purpose, or which contributes to its expansion and its development.
Litigation
As of the date of this Prospectus, SPIE Sud-Est has no knowledge of any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which SPIE Sud-Est is aware),
other than those described below, during a period covering at least the previous 12 months which may have, or
have had in the recent past, significant effects on SPIE Sud-Est’s financial position or profitability.
Material litigation and arbitration proceedings in which SPIE Sud-Est is involved are detailed in Section
“Description of the Issuer – 9. Legal proceedings and arbitration – 9.4 Investigation in the context of bid tenders
launched in the public lighting sector in Ardèche (France)” of this Prospectus.
Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Sud-Est has not entered into any
material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of
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its subsidiaries, being under an obligation or entitlement that is material to SPIE Sud-Est’s ability to meet its
obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect SPIE Sud-Est’s ability to fulfil its obligations under the Bonds to the Bondholders are
described in Section “Risk Factors” of this Prospectus.
Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE Sud-Est to the Group’s revenue is
€326.1 million, to the Group’s EBITDA is €22.8 million, to the Group’s net debt is €40.8 million and to the
Group’s total equity is €16.6 million.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
Sud-Est and there has been no material adverse change in the prospects of SPIE Sud-Est since December 31, 2016.
6. SPIE SUD-OUEST
SPIE Sud-Ouest was incorporated on November 30, 2001 as a French société par actions simplifiée à associé
unique under French law. Its registered office is located at 70, Chemin de Payssat – Zone Industrielle de
Montaudran, 31400 Toulouse, France (tel: + 33 (0) 5 61 36 75 75).
The duration of SPIE Sud-Ouest is ninety-nine (99) years from its registration. SPIE Sud-Ouest is registered with
the French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Toulouse under
number 440 056 463.
Statutory Auditor
As of the date of this Prospectus, the statutory auditor of SPIE Sud-Ouest is Ernst & Young et Autres, which is
located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France. Ernst & Young et Autres has
audited SPIE Sud-Ouest’s financial statements in accordance with generally accepted auditing standards in France
for each of the two financial years ended December 31, 2015 and 2016. Ernst & Young et Autres is a member of
the Compagnie régionale des Commissaires aux comptes de Versailles.
Business Overview
SPIE Sud-Ouest is the Group company operating multi-technical services activities in Southern-Western France.
For a description of these activities, please refer to Section “Description of the Issuer – 4.2. France - Mechanical
and Electrical Services and Technical Facility Management” of this Prospectus.
Management Bodies
As at the date of this Prospectus, the management body of SPIE Sud-Ouest comprises the following persons:
Name, Position in SPIE Sud-Ouest Principal terms of office and duties performed outside
SPIE Sud-Ouest
Gilles Brazey, Président Directeur Général Délégué France de SPIE SA
Alain Langlais, Directeur général Chairman of the Board of directors of SPIE Maroc
The address of the above managers is 70, Chemin de Payssat – Zone Industrielle de Montaudran, 31400 Toulouse,
France.
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No potential conflicts of interests exist between any duties to SPIE Sud-Ouest of the persons referred to above and
their private interests and/or other duties.
Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate
governance) that SPIE Sud-Ouest must comply with.
Share Capital
SPIE Sud-Ouest is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of the
Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of
this Prospectus.
SPIE Sud-Ouest’s issued share capital at the date of this Prospectus was €30,868,000 represented by 1,929,250
ordinary shares with a nominal value of €16 each. SPIE Sud-Ouest has no other classes of shares. The share
capital is fully paid up in cash. SPIE Sud-Ouest has no notes cum warrants, nor convertible notes outstanding.
Corporate Object
Article 2 of SPIE Sud-Ouest articles of association states that:
The purpose of the company is, directly or indirectly, in France and abroad:
– to engage in and execute projects and constructions;
– any studies, research, assistance to clients, project development, management and installations of any kind;
– to provide maintenance and operate, for its own account or for the account of third parties, all activities, and
in particular services relating to technical or administrative multi-services management, major maintenance
and small projects in respect of all or parts of facilities, industrial equipment or buildings, of civil engineering
or infrastructures; the foregoing shall apply in all areas relating to building and immovable property in
general, to industrial and commercial facilities, to facilities dedicated to production, transportation,
distribution and use of any kind of energy, telecommunications, electrotechnics, electronics, mechanics,
electromechanics, pipes, and to all kinds of public and private projects;
– to obtain, purchase, sell back, sell, operate, make a contribution in kind to the share capital of a company of
any patent, license, trademark and processes relating, directly or indirectly, to the purpose of the company;
– to take interests in or hold, directly or indirectly, any stake in the share capital of any company or in any
transaction, either by way of creation of new companies, capital contribution, mergers, purchase of securities
or rights within a company, or in any other way relating to the business of the company or which contributes
to its industry and its business, and to acquire concessions relating, directly or indirectly, to installations of all
kinds.
And, in general, any financial, industrial and commercial transactions which may relates, directly or indirectly, to
the above corporate purpose, or which contributes to its expansion and its development.
Litigation
As of the date of this Prospectus, SPIE Sud-Ouest has no knowledge of any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which SPIE Sud-Ouest is aware),
other than those described below, during a period covering at least the previous 12 months which may have, or
have had in the recent past, significant effects on SPIE Sud-Ouest’s financial position or profitability.
Material litigation and arbitration proceedings in which SPIE Sud-Ouest is involved are detailed in Section
“Description of the Issuer – 9. Legal proceedings and arbitration – 9.1 Anti-competitive practices in South-
Western France” of this Prospectus.
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Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Sud-Ouest has not entered into any
material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of
its subsidiaries, being under an obligation or entitlement that is material to SPIE Sud-Ouest’s ability to meet its
obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect SPIE Sud-Ouest’s ability to fulfil its obligations under the Bonds to the Bondholders
are described in Section “Risk Factors” of this Prospectus.
Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE Sud-Ouest to the Group’s revenue is
€349.9 million, to the Group’s EBITDA is €22.4 million, to the Group’s net debt is €49.5 million and to the
Group’s total equity is €(3.1) million.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
Sud-Ouest and there has been no material adverse change in the prospects of SPIE Sud-Ouest since December 31,
2016.
7. SPIE EST
SPIE Est was incorporated on November 30, 2001 as a French société par actions simplifiée under French law. Its
registered office is located at 2, route de Lingolsheim – BP 70330 Geispolsheim Gare, 67411 Illkirch, France (tel:
+ 33 (0) 3 88 67 56 00).
The duration of SPIE Est is ninety-nine (99) years from its registration. SPIE Est is registered with the French
Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Strasbourg under number
440 056 026.
Statutory Auditor
As of the date of this Prospectus, the statutory auditor of SPIE Est is Ernst & Young et Autres, which is located at
1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France. Ernst & Young et Autres has audited SPIE
Est’s financial statements in accordance with generally accepted auditing standards in France for each of the two
financial years ended December 31, 2015 and 2016. Ernst & Young et Autres is a member of the Compagnie
régionale des Commissaires aux comptes de Versailles.
Business Overview
SPIE Est is the Group company operating multi-technical services activities in Eastern France. For a description of
these activities, please refer to Section “Description of the Issuer – 4.2. France - Mechanical and Electrical
Services and Technical Facility Management” of this Prospectus.
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Management Bodies
As at the date of this Prospectus, the management body of SPIE Est comprises the following persons:
Name, Position in SPIE Est Principal terms of office and duties performed outside
SPIE Est
Gilles Brazey, Président Directeur Général Délégué France de SPIE SA
Cyrille Pouet, Directeur général Not applicable
The address of the above managers is 2, route de Lingolsheim – BP 70330 Geispolsheim Gare, 67411 Illkirch,
France.
No potential conflicts of interests exist between any duties to SPIE Est of the persons referred to above and their
private interests and/or other duties.
Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate
governance) that SPIE Est must comply with.
Share Capital
SPIE Est is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of the Group,
please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of this
Prospectus.
SPIE Est’s issued share capital at the date of this Prospectus was €16,392,000 represented by 1,024,500 ordinary
shares with a nominal value of €16 each. SPIE Est has no other classes of shares. The share capital is fully paid up
in cash. SPIE Est has no notes cum warrants, nor convertible notes outstanding.
Corporate Object
Article 2 of SPIE Est articles of association states that:
The purpose of the company is, directly or indirectly, in France and abroad:
– to engage in and execute projects and constructions;
– any studies, research, assistance to clients, project development, management and installations of any kind;
– to provide maintenance and operate, for its own account or for the account of third parties, all activities, and
in particular services relating to technical or administrative multi-services management, major maintenance
and small projects in respect of all or parts of facilities, industrial equipment or buildings, of civil engineering
or infrastructures; the foregoing shall apply in all areas relating to building and immovable property in
general, to industrial and commercial facilities, to facilities dedicated to production, transportation,
distribution and use of any kind of energy, telecommunications, electrotechnics, electronics, mechanics,
electromechanics, pipes, and to all kinds of public and private projects;
– to obtain, purchase, sell back, sell, operate, make a contribution in kind to the share capital of a company of
any patent, license, trademark and processes relating, directly or indirectly, to the purpose of the company;
– to take interests in or hold, directly or indirectly, any stake in the share capital of any company or in any
transaction, either by way of creation of new companies, capital contribution, mergers, purchase of securities
or rights within a company, or in any other way relating to the business of the company or which contributes
to its industry and its business, and to acquire concessions relating, directly or indirectly, to installations of all
kinds.
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And, in general, any financial, industrial and commercial transactions which may relates, directly or indirectly, to
the above corporate purpose, or which contributes to its expansion and its development.
Litigation
As of the date of this Prospectus, SPIE Est has no knowledge of any governmental, legal or arbitration proceedings
(including any such proceedings which are pending or threatened of which SPIE Est is aware), during a period
covering at least the previous 12 months which may have, or have had in the recent past, significant effects on
SPIE Est’s financial position or profitability.
Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Est has not entered into any
material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of
its subsidiaries, being under an obligation or entitlement that is material to SPIE Est’s ability to meet its
obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect SPIE Est’s ability to fulfil its obligations under the Bonds to the Bondholders are
described in Section “Risk Factors” of this Prospectus.
Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE Est to the Group’s revenue is €207.0
million, to the Group’s EBITDA is €9.3 million, to the Group’s net debt is €25.2 million and to the Group’s total
equity is €8.0 million.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
Est and there has been no material adverse change in the prospects of SPIE Est since December 31, 2016.
8. SPIE NUCLEAIRE
SPIE Nucléaire was incorporated on October 13, 1966 as a French société par actions simplifiée under French law.
Its registered office is located at 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France (tel: + 33 (0) 1
34 24 33 00).
The duration of SPIE Nucléaire is ninety-nine (99) years from its registration. SPIE Nucléaire is registered with
the French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Pontoise under
number 662 049 287.
Statutory Auditor
As of the date of this Prospectus, the statutory auditor of SPIE Nucléaire is Ernst & Young et Autres, which is
located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France. Ernst & Young et Autres has
audited SPIE Nucléaire’s financial statements in accordance with generally accepted auditing standards in France
for each of the two financial years ended December 31, 2015 and 2016. Ernst & Young et Autres is a member of
the Compagnie régionale des Commissaires aux comptes de Versailles.
Business Overview
SPIE Nucléaire is the Group holding company operating activities in the nuclear industry. For a description of
these activities, please refer to Section “Description of the Issuer – 4.5. Oil & Gas and Nuclear” of this
Prospectus.
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Management Bodies
As at the date of this Prospectus, the management body of SPIE Nucléaire comprises the following persons:
Name, Position in SPIE Nucléaire Principal terms of office and duties performed outside
SPIE Nucléaire
Gauthier Louette, Président Chairman of the Board of Directors and Chief Executive
Officer of SPIE SA
Olivier Domergue, Directeur général Not applicable
The address of the above managers is 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France.
No potential conflicts of interests exist between any duties to SPIE Nucléaire of the persons referred to above and
their private interests and/or other duties.
Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate
governance) that SPIE Nucléaire must comply with.
Share Capital
SPIE Nucléaire is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of the
Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of
this Prospectus.
SPIE Nucléaire’s issued share capital at the date of this Prospectus was €1,458,976 represented by 91,186 ordinary
shares with a nominal value of €16 each. SPIE Nucléaire has no other classes of shares. The share capital is fully
paid up in cash. SPIE Nucléaire has no notes cum warrants, nor convertible notes outstanding.
Corporate Object
Article 2 of SPIE Nucléaire articles of association states that:
The purpose of the company is, in France and abroad, to provide for engineering services, studies, supplies,
projects and services in electromechanics for thermal power stations and nuclear facilities or any other significant
projects.
In addition, the company may deal with any industrial, commercial or financial transactions, and any transactions
relating to moveable or immovable property which may directly or indirectly relate to the Company’s purpose or
which may facilitate its expansion or development.
Litigation
As of the date of this Prospectus, SPIE Nucléaire has no knowledge of any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which SPIE Nucléaire is aware),
during a period covering at least the previous 12 months which may have, or have had in the recent past,
significant effects on SPIE Nucléaire’s financial position or profitability.
Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Nucléaire has not entered into any
material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of
its subsidiaries, being under an obligation or entitlement that is material to SPIE Nucléaire’s ability to meet its
obligations to Bondholders in respect of the Bonds.
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Risk factors
Risk factors that may affect SPIE Nucléaire’s ability to fulfil its obligations under the Bonds to the Bondholders
are described in Section “Risk Factors” of this Prospectus and in particular in Sections “Risk Factors – 2.1. Risks
relating to the Group’s reputation, 2.3. Risks relating to workplace health and safety, 2.12. Risks relating to
nuclear industry activities and 2.14. Risks relating to dependence on certain customers”.
Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE Nucléaire to the Group’s revenue is
€193.5 million, to the Group’s EBITDA is €25.2 million, to the Group’s net debt is €14.2 million and to the
Group’s total equity is €(4.5) million.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
Nucléaire and there has been no material adverse change in the prospects of SPIE Nucléaire since December 31,
2016.
9. SPIE OIL & GAS SERVICES
SPIE Oil & Gas Services was incorporated on December 4, 2003 as a French société par actions simplifiée under
French law. Its registered office is located at 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France (tel:
+ 33 (0) 1 34 22 59 00).
The duration of SPIE Oil & Gas Services is ninety-nine (99) years from its registration. SPIE Oil & Gas Services
is registered with the French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of
Pontoise under number 709 900 245.
Statutory Auditor
As of the date of this Prospectus, the statutory auditor of SPIE Oil & Gas Services is PricewaterhouseCoopers
Audit, which is located at 63, rue de Villiers, 92200 Neuilly-sur-Seine, France. PricewaterhouseCoopers Audit has
audited SPIE Oil & Gas Services’ financial statements in accordance with generally accepted auditing standards in
France for each of the two financial years ended December 31, 2015 and 2016. PricewaterhouseCoopers Audit is a
member of the Compagnie régionale des Commissaires aux comptes de Versailles.
Business Overview
SPIE Oil & Gas Services is the Group holding company operating oil and gas activities. For a description of these
activities, please refer to Section “Description of the Issuer – 4.5 Oil & Gas and Nuclear” of this Prospectus.
Management Bodies
As at the date of this Prospectus, the management body of SPIE Oil & Gas Services comprises the following
persons:
Name, Position in SPIE Oil & Gas Services Principal terms of office and duties performed outside
SPIE Oil & Gas Services
Gauthier Louette, Président Chairman of the Board of Directors and Chief Executive
Officer of SPIE SA
Yves Company, Directeur général Member of the board (Conselho de Gerencia) of Sonaid
The address of the above managers is 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France.
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No potential conflicts of interests exist between any duties to SPIE Oil & Gas Services of the persons referred to
above and their private interests and/or other duties.
Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate
governance) that SPIE Oil & Gas Services must comply with.
Share Capital
SPIE Oil & Gas Services is a 100% subsidiary of SPIE Operations. For a description of the organisational
structure of the Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of
December 31, 2016” of this Prospectus.
SPIE Oil & Gas Services’ issued share capital at the date of this Prospectus was €14,426,000 represented by
901,625 ordinary shares with a nominal value of €16 each. SPIE Oil & Gas Services has no other classes of shares.
The share capital is fully paid up in cash. SPIE Oil & Gas Services has no notes cum warrants, nor convertible
notes outstanding.
Corporate Object
Article 2 of SPIE Oil & Gas Services articles of association states that:
The purpose of the company is, directly or indirectly, in France and abroad:
(a) to provide for services in respect of:
– the selection, hiring, assessment and training of employees,
– management and technical assistance relating to studies, building, commissioning to develop and
operate, and/or provide for servicing of any industrial facility;
(b) any studies, researches, assistance to clients and subcontract in respect of design, development, building
construction, renovation, operation and servicing;
(c) manufacture, selling, maintenance, repair, trading and setting of drilling and production equipment and,
in general, of any material intended for any industrial facility;
in respect of oil and gas, in exploration, production, refining, and in the chemical and petrochemical sectors, in
electric generation and, in general, in industry.
– And more broadly any commercial, industrial, financial transactions or transactions relating to
movable or immovable property which may directly or indirectly relate to the above corporate purpose
or any other similar or equivalent purpose which may facilitate its expansion and its development.
– It being specified that the company may act on its own behalf, on behalf of any third parties, either
acting alone or through equity investment or through companies with any third parties or other
companies, and carry out in any form whatsoever transactions that fall within its corporate purpose.
Litigation
As of the date of this Prospectus, SPIE Oil & Gas Services has no knowledge of any governmental, legal or
arbitration proceedings (including any such proceedings which are pending or threatened of which SPIE Oil & Gas
Services is aware), during a period covering at least the previous 12 months which may have, or have had in the
recent past, significant effects on SPIE Oil & Gas Services’ financial position or profitability.
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Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Oil & Gas Services has not entered
into any material contracts that are not entered into in the ordinary course of its business, which could result in it,
or any of its subsidiaries, being under an obligation or entitlement that is material to SPIE Oil & Gas Services’
ability to meet its obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect SPIE Oil & Gas Services’ ability to fulfil its obligations under the Bonds to the
Bondholders are described in Section “Risk Factors” of this Prospectus and in particular in Sections “Risk Factors
– 1.1. Risks relating to economic conditions and changes in economic conditions, 2.1. Risks relating to the
Group’s reputation, 2.3. Risks relating to workplace health and safety, 2.11. Risks relating to the Oil & Gas sector
business and 2.14. Risks relating to dependence on certain customers”.
Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE Oil & Gas Services to the Group’s
revenue is €89.1 million, to the Group’s EBITDA is €6.1 million, to the Group’s net debt is €(22.7) million and to
the Group’s total equity is €(7.8) million.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
Oil & Gas Services and there has been no material adverse change in the prospects of SPIE Oil & Gas Services
since December 31, 2016.
10. SPIE ICS
SPIE ICS was incorporated on April 21, 1987 as a French société par actions simplifiée under French law. Its
registered office is located at 53, boulevard de Stalingrad, 92247 Malakoff Cedex, France (tel: + 33 (0) 1 41 46 41
46).
The duration of SPIE ICS is ninety-nine (99) years from its registration. SPIE ICS is registered with the French
Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Nanterre under number 319 060
075.
Statutory Auditor
As of the date of this Prospectus, the statutory auditor of SPIE ICS is PricewaterhouseCoopers Audit, which is
located at 63, rue de Villiers, 92200 Neuilly-sur-Seine, France. PricewaterhouseCoopers Audit has audited SPIE
ICS’ financial statements in accordance with generally accepted auditing standards in France for each of the two
financial years ended December 31, 2015 and 2016. PricewaterhouseCoopers Audit is a member of the Compagnie
régionale des Commissaires aux comptes de Versailles.
Business Overview
SPIE ICS is the Group holding company operating in communication. For a description of these activities, please
refer to Section “Description of the Issuer – 4.1. General Presentation - Information & Communications
Technology Services” and Section “Description of the Issuer – 4.2 France - Information & Communications
Technology Services” of this Prospectus.
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Management Bodies
As at the date of this Prospectus, the management body of SPIE ICS comprises the following persons:
Name, Position in SPIE ICS Principal terms of office and duties performed outside
SPIE ICS
Gilles Brazey, Président Directeur Général Délégué France de SPIE SA
Vincent Magnon, Directeur général Not applicable
The address of the above managers is 53, boulevard de Stalingrad, 92247 Malakoff Cedex, France.
No potential conflicts of interests exist between any duties to SPIE ICS of the persons referred to above and their
private interests and/or other duties.
Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate
governance) that SPIE ICS must comply with.
Share Capital
SPIE ICS is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of the Group,
please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of this
Prospectus.
SPIE ICS’s issued share capital at the date of this Prospectus was €16,240,000 represented by 1,624,000 ordinary
shares with a nominal value of €10 each. SPIE ICS has no other classes of shares. The share capital is fully paid up
in cash. SPIE ICS has no notes cum warrants, nor convertible notes outstanding.
Corporate Object
Article 2 of SPIE ICS articles of association states that:
The purpose of the company is, directly or indirectly, in France or abroad, the design of telecommunication
systems and IT infrastructure and the supply, induction, set-up and servicing of equipment, its operation and
management for clients, in relation to it and any ancillary services, as well as any transaction relating to:
(i) entering into any arrangement or any agreement relating to the company’s purpose;
(ii) to take interests and stakes in any existing or future company or enterprise which operates in matters
relating to the company’s purpose;
(iii) to participate in any economical, legal or financial, civil or commercial transaction, which may relate,
directly or indirectly, to the above corporate purpose or to any other similar or adjacent purposes,
including mergers, alliance, consortium, etc.
(iv) to purchase, operate or sell any processes and patents in respect of such activity;
(v) to create, acquire, rent, lease and manage any business activity, the leasing, installation, operation of any
facility, business activity, factory, workshop, relating to such activity;
and in general, all industrial, commercial and financial transactions, and any transaction relating to movable or
immovable property which may directly or indirectly relate to the above corporate purpose or any similar or
equivalent purposes.
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Litigation
As of the date of this Prospectus, SPIE ICS has no knowledge of any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which SPIE ICS is aware), during
a period covering at least the previous 12 months which may have, or have had in the recent past, significant
effects on SPIE ICS’ financial position or profitability.
Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE ICS has not entered into any
material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of
its subsidiaries, being under an obligation or entitlement that is material to SPIE ICS’s ability to meet its
obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect SPIE ICS’ ability to fulfil its obligations under the Bonds to the Bondholders are
described in Section “Risk Factors” of this Prospectus.
Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE ICS to the Group’s revenue is €233.1
million, to the Group’s EBITDA is €23.3 million, to the Group’s net debt is €24.4 million and to the Group’s total
equity is €(18.5) million.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
ICS and there has been no material adverse change in the prospects of SPIE ICS since December 31, 2016.
11. SPIE GMBH
SPIE GmbH was incorporated on April 23, 2013 as a limited liability company (Gesellschaft mit beschränkter
Haftung) under German law. Its registered office is located at Alfredstrasse 236, 45133 Essen, Germany (tel: + 49
(0) 201 824 7500).
The duration of SPIE GmbH is unlimited. SPIE GmbH is registered with the Commercial Register of the Local
Court of Essen (Handelsregister des Amtsgerichts Essen) under number HRB 24584.
Statutory Auditor
As of the date of this Prospectus, the statutory auditor of SPIE GmbH is Deloitte GmbH
Wirtschaftsprüfungsgesellschaft, which is located at München, Niederlassung Düsseldorf, Schwannstrasse 6,
40476 Düsseldorf, Germany. Deloitte GmbH Wirtschaftsprüfungsgesellschaft has audited SPIE GmbH’s financial
statements in accordance with generally accepted auditing standards in Germany for each of the two financial
years ended December 31, 2015 and 2016. Deloitte GmbH Wirtschaftsprüfungsgesellschaftis a member of the
German Chamber of Public Accountants, Berlin (Wirtschaftsprüferkammer).
Business Overview
SPIE GmbH is the Group company operating multi-technical services in the areas of Technical Facility
Management, Energy Management, Mechanical and Electrical services and increasingly Information and
Communication Services in Germany. For a description of these activities, please refer to Section “Description of
the Issuer Group – 4.3 Germany & Central Europe” of this Prospectus.
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Management Body
As at the date of this Prospectus, the Management of SPIE GmbH comprises the following persons:
Name, Position in SPIE GmbH Principal terms of office and duties performed outside
the Group
M. Markus Holzke, Managing Director Not applicable
Supervisory Body
As at the date of this Prospectus, the Supervisory Board of SPIE GmbH comprises the following persons:
Name, Position in Supervisory Board of SPIE GmbH Principal terms of office and duties performed outside
SPIE GmbH
M. Gauthier Louette, Supervisory Board Chairman Chairman of the Board of Directors and Chief Executive
Officer of SPIE SA
M. Ulrich Best, Supervisory Board Vice-Chairman Not applicable
M. Pascal Colbatzky, Supervisory Board Member General Counsel at SPIE SA
M. Johan Dekempe, Supervisory Board Member Not applicable
M. Frank Hackethal, Supervisory Board Member Not applicable
M. Hans-Hermann Loest, Supervisory Board Member Not applicable
M. Marcus Pardeyke, Supervisory Board Member Not applicable
M. Gerrit Pennings, Supervisory Board Member Not applicable
M. Bernard Rolland De Ravel, Supervisory Board Member Not applicable
Mme Regine Stachelhaus, Supervisory Board Member - Member of Board of Directors of Computacenter
Hatfield UK
- Member of the Supervisory Board of Covestro AG
Leverkusen Germany
- Member of Board of Metro AG Düsseldorf Germany
M. Eckhard Stoermer, Supervisory Board Member Not applicable
M. Holger Vermeer, Supervisory Board Member Not applicable
The address of the members of the Supervisory Board is Alfredstrasse 236, 45133 Essen, Germany.
No potential conflicts of interests exist between any duties to SPIE GmbH of the persons referred to above and
their private interests and/or other duties.
Under German company law, there is currently no legal corporate governance regime (other than ordinary
corporate governance) that SPIE GmbH must comply with.
Share Capital
SPIE GmbH is a 100% subsidiary of SPIE Holding GmbH. For a description of the organisational structure of the
Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of
this Prospectus.
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SPIE GmbH’s issued share capital at the date of this Prospectus was €10,000,000 represented by 2 ordinary shares
with a nominal value of €25,000 and €9,975,000, respectively. SPIE GmbH has no other classes of shares. The
share capital is fully paid up. SPIE GmbH has no notes cum warrants, nor convertible notes outstanding.
Corporate Object
Article 2 of SPIE GmbH articles of association states that:
The purpose of the company is the delivery, coordination and awarding of services regarding the technical,
commercial and infrastructural management of real estate, infrastructure facilities and of industrial services to
operational equipment as well as design, installation and operation of energy generation and distribution plants
with the objective of energy savings including the plant-technical, communication-technical and infrastructural
facilities (Facility Management and Energy Management), all at home and abroad. Besides the design, planning,
construction and operation of building and industrial-process-related plants and infrastructure facilities, the
services offered also include the administration, operational management, maintenance, inspection, repair and
optimization of or on the objects as well as the performance and awarding of other related services, including the
performance of consulting services, in the aforementioned business areas.
SPIE GmbH may do all business being in direct or indirect coherence with the aforesaid object.
SPIE GmbH may acquire interests in other enterprises with the same or similar object, especially in the area of
Facility Management and Energy Management, may purchase or incorporate such enterprises. SPIE GmbH is
entitled to set up branch offices in Germany or abroad.
Litigation
As of the date of this Prospectus, SPIE GmbH has no knowledge of any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which SPIE GmbH is aware),
during a period covering at least the previous 12 months which may have, or have had in the recent past,
significant effects on SPIE GmbH’s financial position or profitability..
Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE GmbH has not entered into any
material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of
its subsidiaries, being under an obligation or entitlement that is material to SPIE GmbH’s ability to meet its
obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect SPIE GmbH’s ability to fulfil its obligations under the Bonds to the Bondholders are
described in Section “Risk Factors” of this Prospectus.
Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE GmbH to the Group’s revenue is €502.8
million, to the Group’s EBITDA is €25.3 million, to the Group’s net debt is €(64.8) million and to the Group’s
total equity is €24.5 million.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
GmbH and there has been no material adverse change in the prospects of SPIE GmbH since December 31, 2016.
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12. SPIE HOLDING GMBH
SPIE Holding GmbH was incorporated on July 31, 2013 as a limited liability company (Gesellschaft mit
beschränkter Haftung) under German law. Its registered office is located at Alfredstrasse 236, 45133 Essen,
Germany (tel: + 49 (0) 201 824 7500).
The duration of SPIE Holding GmbH is unlimited. SPIE Holding GmbH is registered with the Commercial
Register of the Local Court of Essen (Handelsregister des Amtsgerichts Essen) under number HRB 24792.
Statutory Auditor
As of the date of this Prospectus, the statutory auditor of SPIE Holding GmbH is Deloitte GmbH
Wirtschaftsprüfungsgesellschaft, which is located at München, Niederlassung Düsseldorf, Schwannstrasse 6,
40476 Düsseldorf, Germany. Deloitte GmbH Wirtschaftsprüfungsgesellschaft has audited SPIE Holding GmbH’s
financial statements in accordance with generally accepted auditing standards in Germany for each of the two
financial years ended December 31, 2015 and 2016. Deloitte GmbH Wirtschaftsprüfungsgesellschaft is a member
of the German Chamber of Public Accountants, Berlin (Wirtschaftsprüferkammer).
Business Overview
SPIE Holding GmbH is the Group holding for activities in Germany.
Management Bodies
As at the date of this Prospectus, the management of SPIE Holding GmbH comprises the following persons:
Name, Position in SPIE Holding GmbH Principal terms of office and duties performed outside
SPIE Holding GmbH
M. Markus Holzke, Managing Director Not applicable
M. Gauthier Louette, Managing Director Chairman of the Board of Directors and Chief Executive
Officer of SPIE SA
The address of the above managers is Alfredstrasse 236, 45133 Essen, Germany.
No potential conflicts of interests exist between any duties to SPIE Holding GmbH of the persons referred to
above and their private interests and/or other duties.
Under German company law, there is currently no legal corporate governance regime (other than ordinary
corporate governance) that SPIE Holding GmbH must comply with.
Share Capital
SPIE Holding GmbH is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of
the Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016”
of this Prospectus.
SPIE Holding GmbH’s issued share capital at the date of this Prospectus was €25,000 represented by 25,000
ordinary shares with a nominal value of €1.00 each. SPIE Holding GmbH has no other classes of shares. The share
capital is fully paid up in cash. SPIE Holding GmbH has no notes cum warrants, nor convertible notes outstanding.
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Corporate Object
Article 2 of SPIE Holding GmbH articles of association states that:
The object of the Company comprises the acquisition, the holding, the administration and the sale of participating
interests of any kind, the rendering of commercial services to related and unrelated companies, as well as all
activities that are part of the scope of activities of an active holding company.
The Company may do all business being in direct or indirect coherence with the aforesaid object.
The Company may acquire interests in other enterprises with the same or similar object, may purchase or
incorporate such enterprises especially as a personally liable general partner. The Company is entitled to set up
branch offices in Germany or abroad under the same or a similar name.
Litigation
As of the date of this Prospectus, SPIE Holding GmbH has no knowledge of any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which SPIE Holding GmbH is
aware), during a period covering at least the previous 12 months which may have, or have had in the recent past,
significant effects on SPIE Holding GmbH’s financial position or profitability.
Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Holding GmbH has not entered
into any material contracts that are not entered into in the ordinary course of its business, which could result in it,
or any of its subsidiaries, being under an obligation or entitlement that is material to SPIE Holding GmbH’s ability
to meet its obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect SPIE Holding GbmH ability to fulfil its obligations under the Bonds to the
Bondholders are described in Section “Risk Factors” of this Prospectus.
Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE Holding GmbH to the Group’s EBITDA
is €8.3 million and to the Group’s total equity is €(46.2) million. SPIE Holding GmbH did not contribute to the
Group’s revenue and its contribution to the Group’s net debt is not significant44
.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
Holding GmbH and there has been no material adverse change in the prospects of SPIE Holding GmbH since
December 31, 2016.
13. SPIE LIMITED
SPIE Limited was incorporated on June 11, 2007 as a private limited company under English law. Its registered
office is located at 33, Gracechurch Street, London EC3V 0BT, United Kingdom (tel: + 44 207 105 2300).
The duration of SPIE Limited is unlimited. SPIE Limited is registered at Companies House under number
06275653.
44 SPIE Holding GmbH’s contribution to the Group’s net debt is of €4,000.
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Statutory Auditor
As of the date of this Prospectus, the statutory auditor of SPIE Limited is PricewaterhouseCoopers LLP, which is
located at 1 Embankment, Place WC2 N6RH London, United Kingdom. PricewaterhouseCoopers LLP has audited
SPIE Limited’s financial statements in accordance with generally accepted auditing standards in United Kingdom
for each of the two financial years ended December 31, 2015 and 2016. PricewaterhouseCoopers LLP is a member
of the Institute of Chartered Accountants in England and Wales.
Business Overview
SPIE Limited is the Group company operating multi-technical and support services on energy, safety and the
environment in the United Kingdom. For a description of these activities, please refer to Section “Description of
the Issuer – 4.4. North-Western Europe – United Kingdom” of this Prospectus.
Management Bodies
As at the date of this Prospectus, the Board of Directors of SPIE Limited comprises the following persons:
Name, Position in SPIE Limited Principal terms of office and duties performed outside
SPIE Limited
M. James Thoden Van Velzen, Chairman of the Board /
Director
Not applicable
M. Daniel Simon Quint, Director Not applicable
The address of the members of the Board of Directors is 33, Gracechurch Street, London EC3V 0BT, United
Kingdom.
No potential conflicts of interests exist between any duties to SPIE Limited of the persons referred to above and
their private interests and/or other duties.
Under English company law, there is currently no legal corporate governance regime (other than ordinary
corporate governance) that SPIE Limited must comply with.
Share Capital
SPIE Limited is a 100% subsidiary of SPIE UK Limited. For a description of the organisational structure of the
Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of
this Prospectus.
SPIE Limited’s issued share capital at the date of this Prospectus was GBP30,000,002 represented by 30,000,002
ordinary shares with a nominal value of GBP1.00 each. SPIE Limited has no other classes of shares. The share
capital is fully paid up in cash. SPIE Limited has no notes cum warrants, nor convertible notes outstanding.
Corporate Object
Article 3 of SPIE Limited articles of association states that:
SPIE Limited’s main objects are:
- To carry on all or any of the businesses of a general commercial company and to co-ordinate all or any
part of the businesses and operations of any and all companies, firms and businesses controlled directly or
indirectly by SPIE Limited or in which SPIE Limited is interested, whether as a shareholder or otherwise
and whether directly or indirectly, and to acquire by purchase, lease, concession, grant, licence or
otherwise such businesses, options, rights, privileges, lands, buildings, leases, underleases, stocks, shares,
debentures, debenture stock, bonds, obligations, securities, reversionary interests, annuities, policies of
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assurance and other property and rights and interests in property as SPIE Limited shall deem fit and
generally to hold, manage, develop, lease, sell or dispose of the same; and to vary any of the investments
of SPIE Limited, to act as trustees of any deeds constituting or securing any debentures, debenture stock
or other securities or obligations; to enter into, assist, or participate in financial, commercial, mercantile,
industrial and other transactions, undertakings and businesses of every description, and to establish, carry
on, develop and extend the same or sell, dispose of or otherwise turn the same to account, to act as
company secretary alone or jointly with any other person or persons for any company or companies
incorporated in any part of the world, as secretary of any association or associations whether incorporated
or not in any part of the world and as agent or overseas company agent for any other body incorporated in
any part of the world, and to provide administrative, legal, technical and financial services of every
description to other companies, firms, or persons, to act as business and office managers and to carry on
all or any of the businesses of capitalists, trustees, financiers, financial agents, company promoters, bill
discounters, insurance brokers and agents, mortgage brokers, rent and debt collectors, stock and share
brokers and dealers and commission and general agents, merchants and traders; and to manufacture, buy,
sell, maintain, repair and deal in plant, machinery, tools, articles and things of all kinds capable of being
used for the purposes of the above-mentioned businesses or any of them, or likely to be required by
customers of or persons having dealings with SPIE Limited.
- To carry on any other business or activity of any nature whatsoever which may seem to the Directors to
be capable of being conveniently or advantageously carried on in connection or conjunction with any
business of SPIE Limited hereinbefore or hereinafter authorised or to be expedient with a view directly or
indirectly to enhancing the value of or to rendering profitable or more profitable any of SPIE Limited's
assets or utilising its skills, know-how or expertise.
- To subscribe, underwrite, purchase, or otherwise acquire, and to hold, dispose of, and deal with, any
shares or other securities or investments of any nature whatsoever, and any options or rights in respect
thereof or interests therein, and to buy and sell foreign exchange.
- To draw, make, accept, endorse, discount, negotiate, execute, and issue, and to buy, sell and deal with
bills of exchange, promissory notes, and other negotiable or transferable instruments or securities.
- To purchase, or otherwise acquire for any estate or interest any property (real or personal) or assets or any
concessions, licences, grants, patents, trade marks, copyrights or other exclusive or non-exclusive rights
of any kind and to hold, develop and turn to account and deal with the same in such manner as may be
thought fit and to make experiments and tests and to carry on all kinds of research work.
- To build, construct, alter, remove, replace, equip, execute, carry out, improve, work, develop, administer,
maintain, manage or control buildings, structures or facilities of all kinds, whether for the purposes of
SPIE Limited or for sale, letting or hire to or in return for any consideration from any company, firm or
person, and to contribute to or assist in or carry out any part of any such operation.
- To promote, or join in the promotion of, any company, whether or not having objects similar to those of
SPIE Limited.
- To borrow and raise money and to secure or discharge any debt or obligation of or binding on SPIE
Limited undertaking, property and assets (present and future) and the uncalled capital of SPIE Limited, or
by the creation and issue of debentures, debenture stock or other securities of any description.
- To guarantee or give indemnities or provide security, whether by personal covenant or by mortgage or
charge upon all or any part of the undertaking, property and assets (present and future) and the uncalled
capital of SPIE Limited, or by all or any such methods, for the performance of any contracts or
obligations, and the payment of capital or principal (together with any premium) and dividends or interest
on any shares, debentures or other securities, of any person, firm or company including (without limiting
the generality of the foregoing) any company which is for the time being a holding company of SPIE
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Limited or another subsidiary of any such holding company or is associated with SPIE Limited in
business.
Litigation
As of the date of this Prospectus, SPIE Limited has no knowledge of any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which SPIE Limited is aware),
during a period covering at least the previous 12 months which may have, or have had in the recent past,
significant effects on SPIE Limited’s financial position or profitability.
Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Limited has not entered into any
material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of
its subsidiaries, being under an obligation or entitlement that is material to SPIE Limited’s ability to meet its
obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect SPIE Limited’s ability to fulfil its obligations under the Bonds to the Bondholders are
described in Section “Risk Factors” of this Prospectus.
Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE Limited to the Group’s revenue is
€385.8 million, to the Group’s EBITDA is €9.1 million, to the Group’s net debt is €(54.7) million and to the
Group’s total equity is €(231.2) million.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
Limited and there has been no material adverse change in the prospects of SPIE Limited since December 31, 2016.
14. SPIE UK LIMITED
SPIE UK Limited was incorporated on March 24, 2010 as a private limited company under English law. Its
registered office is located at 33, Gracechurch Street, London EC3V 0BT, United Kingdom (tel: + 44 207 105
2300).
The duration of SPIE UK Limited is unlimited. SPIE UK Limited is registered at Companies House under number
07201157.
Statutory Auditor
As of the date of this Prospectus, the statutory auditor of SPIE UK Limited is PricewaterhouseCoopers LLP,
which is located at 1 Embankment, Place WC2 N6RH London, United Kingdom. PricewaterhouseCoopers LLP
has audited SPIE UK Limited’s financial statements in accordance with generally accepted auditing standards in
United Kingdom for each of the two financial years ended December 31, 2015 and 2016. PricewaterhouseCoopers
LLP is a member of the Institute of Chartered Accountants in England and Wales.
Business Overview
SPIE UK Limited is the Group company operating multi-technical services activities in the United Kingdom. For a
description of these activities, please refer to Section “Description of the Issuer – 4.4. North-Western Europe –
United Kingdom” of this Prospectus.
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Management Bodies
As at the date of this Prospectus, the Board of Directors of SPIE UK Limited comprises the following persons:
Name, Position in SPIE UK Limited Principal terms of office and duties performed outside
SPIE UK Limited
M. James Thoden Van Velzen, Chief Executive Officer /
Director
Not applicable
M. Gauthier Louette, Chairman of the Board Chairman of the Board of Directors and Chief Executive
Officer of SPIE SA
M. Denis Chêne, Director Chief Financial Officer of SPIE SA
M. Daniel Simon Quint, Director Not applicable
The address of the members of the Board of Directors is 33, Gracechurch Street, London EC3V 0BT, United
Kingdom.
No potential conflicts of interests exist between any duties to SPIE UK Limited of the persons referred to above
and their private interests and/or other duties.
Under English company law, there is currently no legal corporate governance regime (other than ordinary
corporate governance) that SPIE UK Limited must comply with.
Share Capital
SPIE UK Limited is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of the
Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of
this Prospectus.
SPIE UK Limited’s issued share capital at the date of this Prospectus was GBP50,000,002 represented by
50,000,002 ordinary shares with a nominal value of GBP1.00 each. SPIE UK Limited has no other classes of
shares. The share capital is fully paid up in cash. SPIE UK Limited has no notes cum warrants, nor convertible
notes outstanding.
Litigation
As of the date of this Prospectus, SPIE UK Limited has no knowledge of any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which SPIE UK Limited is
aware), during a period covering at least the previous 12 months which may have, or have had in the recent past,
significant effects on SPIE UK Limited’s financial position or profitability.
Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE UK Limited has not entered into
any material contracts that are not entered into in the ordinary course of its business, which could result in it, or
any of its subsidiaries, being under an obligation or entitlement that is material to SPIE UK Limited’s ability to
meet its obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect SPIE UK Limited’s ability to fulfil its obligations under the Bonds to the Bondholders
are described in Section “Risk Factors” of this Prospectus.
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Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE UK Limited to the Group’s net debt is
€(0.4) million and to the Group’s total equity is €70.8 million. SPIE UK Limited did not contribute to the Group’s
revenue and to the Group’s EBITDA.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
UK Limited and there has been no material adverse change in the prospects of SPIE UK Limited since December
31, 2016.
15. SPIE NEDERLAND B.V.
SPIE Nederland B.V. was incorporated on August 22, 1997 as a limited liability company (Besloten
Vennootschap) under Dutch law. Its registered office is located at Huifakkerstraat 15, 4815 PN Breda, The
Netherlands (tel: + 31 (0) 76 544 54 44).
The duration of SPIE Nederland B.V. is unlimited. SPIE Nederland B.V. is registered with the Netherlands
Chamber of Commercial Business (Handelsregister Kamer van Koophandel) under number 14635629.
Statutory Auditor
As of the date of this Prospectus, the statutory auditor of SPIE Nederland B.V. is Ernst & Young, which is located
at Bijster 26, 4817 HX Breda, the Netherlands. Ernst & Young has audited SPIE Nederland B.V.’s financial
statements in accordance with generally accepted auditing standards in the Netherlands for each of the two
financial years ended December 31, 2015 and 2016. Ernst & Young is a member of the Royal Dutch Professional
Association of Accountants (NBA).
Business Overview
SPIE Nederland B.V. is the Group holding company operating multi-technical services activities in the
Netherlands. For a description of these activities, please refer to “Description of the Issuer – 4.4. North-Western
Europe – The Netherlands” of this Prospectus.
Management Bodies
As at the date of this Prospectus, the Supervisory Board of SPIE Nederland B.V. comprises the following persons:
Name, Position in SPIE Nederland B.V. Principal terms of office and duties performed outside
SPIE Nederland B.V.
M. Leonardus A.M. Ummels, Managing Director Not applicable
M. Jos Benders, Chairman of the Supervisory Board Not applicable
M. Denis Chêne, member of the Supervisory Board Chief Financial Officer of SPIE SA
M. Gauthier Louette, member of the Supervisory Board Chairman of the Board of Directors and Chief Executive
Officer of SPIE SA
The address of the members of the Supervisory Board is Huifakkerstraat 15, 4815 PN Breda, The Netherlands.
No potential conflicts of interests exist between any duties to SPIE Nederland B.V. of the persons referred to
above and their private interests and/or other duties.
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Under Dutch company law, there is currently no legal corporate governance regime (other than ordinary corporate
governance) that SPIE Nederland B.V. must comply with.
Share Capital
SPIE Nederland B.V. is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of
the Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016”
of this Prospectus.
SPIE Nederland B.V.’s issued share capital at the date of this Prospectus was €57,450,000 represented by 57,450
ordinary shares with a nominal value of €1,000 each. SPIE Nederland B.V. has no other classes of shares. The
share capital is fully paid up in cash. SPIE Nederland B.V. has no notes cum warrants, nor convertible notes
outstanding.
Corporate Object
Article 2 of SPIE Nederland B.V. articles of association states that the company’s corporate object is:
1. (a) to carry on a business, in the broadest sense, including designing, manufacturing, installing,
performing services, maintenance and trading (including import and export) in the field of:
- electro technical-, measuring- and control technical-, telecommunication-, hydraulic-, mechanical-
and electronic installations, equipment, tools and parts thereof;
- tubes, pipes and conduits, for, amongst others, water, gas, electricity and sewerage systems;
- pleating-, cutting- and welding works for tubes, pipes and profiles;
- computer-controlled applications for industrialised automation;
- sanitary installations, lead works, heating, climate-, insulating-, fire-, automation-,
communication- and monitoring equipment, in- and for the purpose of structures and buildings;
- technical security activities,
2. (a) the supervision on the safety of operating electronic installations;
(b) arranging technical automation and IT management.
3. (a) the - with or without others - acquisition and disposition of participating interests or other interests in
legal entities, corporations and businesses, as well as collaborating with these, issuing guaranties and
performing services in the field of trade and finance including providing securities to and in favor of
other businesses, buying and selling of receivables, entering into financial transactions;
(b) acting as director, partner and/or advisor of other legal entities, corporations and businesses;
(c) hiring, hiring out, manufacturing, operating, managing, acquiring, encumbering and disposing of
assets and registered property;
(d) acquiring and/or operating of rights of (sub)licenses, patents, techniques and/or permits.
4. anything else in connection with the foregoing or conducive for that purpose.
Litigation
As of the date of this Prospectus, SPIE Nederland B.V. has no knowledge of any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of which SPIE Nederland B.V. is
aware), during a period covering at least the previous 12 months which may have, or have had in the recent past,
significant effects on SPIE Nederland B.V.’s financial position or profitability.
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Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Nederland B.V. has not entered
into any material contracts that are not entered into in the ordinary course of its business, which could result in it,
or any of its subsidiaries, being under an obligation or entitlement that is material to SPIE Nederland B.V.’s ability
to meet its obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect SPIE Nederland B.V.’s ability to fulfil its obligations under the Bonds to the
Bondholders are described in Section “Risk Factors” of this Prospectus.
Key financial information
For the financial year ended December 31, 2015, the contribution of SPIE Nederland B.V. to the Group’s revenue
is €375.5 million, to the Group’s EBITDA is €23.9 million, to the Group’s net debt is €(15.4) million and to the
Group’s total equity is €(5.1) million.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE
Nederland B.V. and there has been no material adverse change in the prospects of SPIE Nederland B.V. since
December 31, 2016.
16. INFRASTRUCTURE SERVICES & PROJECTS B.V.
Infrastructure Services & Projects B.V. was incorporated on January 1st, 2013 as a limited liability company
(Besloten Vennootschap) under Dutch law. Its registered office is located at Kromme Schaft 3, NL-3991 AR
Houten, The Netherlands (tel: + 31 (0) 76 544 54 44).
The duration of Infrastructure Services & Projects B.V. is unlimited. Infrastructure Services & Projects B.V. is
registered with the Netherlands Chamber of Commercial Business (Handelsregister Kamer van Koophandel)
under number 56183410.
Statutory Auditor
As of the date of this Prospectus, the statutory auditor of Infrastructure Services & Projects B.V. is Ernst & Young,
which is located at Bijster 26, 4817 HX Breda, the Netherlands. Ernst & Young has audited Infrastructure Services
& Projects B.V.’s financial statements in accordance with generally accepted auditing standards in the Netherlands
for each of the two financial years ended December 31, 2015 and 2016. Ernst & Young is a member of the Royal
Dutch Professional Association of Accountants (NBA).
Business Overview
Infrastructure Services & Projects B.V. is the Group company operating in installation, management and
maintenance of cabling infrastructures for data and voice connectivity and on-premise datacenters in the
Netherlands. For a description of these activities, please refer to Section “Description of the Issuer – 4.4. North-
Western Europe – The Netherlands” of this Prospectus.
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Management Bodies
As at the date of this Prospectus, the management of Infrastructure Services & Projects B.V. comprises the
following persons:
Name, Position in Infrastructure Services & Projects
B.V.
Principal terms of office and duties performed outside
Infrastructure Services & Projects B.V.
M. Leonardus A.M. Ummels, Chief Executive Officer Not applicable
SPIE Nederland B.V., Company Director Not applicable
The address of the above managers is Kromme Schaft 3, NL-3991 AR Houten, The Netherlands.
No potential conflicts of interests exist between any duties to Infrastructure Services & Projects B.V. of the
persons referred to above and their private interests and/or other duties.
Under Dutch company law, there is currently no legal corporate governance regime (other than ordinary corporate
governance) that Infrastructure Services & Projects B.V. must comply with.
Share Capital
Infrastructure Services & Projects B.V. is a 100% subsidiary of SPIE Operations. For a description of the
organisational structure of the Group, please refer to Section “Description of the Issuer – 5. Group structure chart
as of December 31, 2016” of this Prospectus.
Infrastructure Services & Projects B.V.’s issued share capital at the date of this Prospectus was €100 represented
by 1 ordinary share with a nominal value of €100. Infrastructure Services & Projects B.V. has no other classes of
shares. The share capital is fully paid up in cash. Infrastructure Services & Projects B.V. has no notes cum
warrants, nor convertible notes outstanding.
Corporate Object
Article 2 of Infrastructure Services & Projects B.V. articles of association states that:
The company’s purpose is:
(a) carrying out activities in the broadest sense in the field of development, deployment and management of
infrastructures for information and (tele)communications services;
(b) to participate in and to manage other companies;
(c) to acquire, manage, use and dispose of registered property and items of property in general;
(d) the financing of group companies and associates;
(e) the provision of guarantees, to bind the company and to pledge its assets from the company on behalf of
businesses and companies with which it forms a group and on behalf of third parties;
anything else in connection with the foregoing or conducive for that purpose.
Litigation
As of the date of this Prospectus, Infrastructure Services & Projects B.V. has no knowledge of any governmental,
legal or arbitration proceedings (including any such proceedings which are pending or threatened of which
Infrastructure Services & Projects B.V. is aware), during a period covering at least the previous 12 months which
may have, or have had in the recent past, significant effects on Infrastructure Services & Projects B.V.’s financial
position or profitability.
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Material Contracts
Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of
operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, Infrastructure Services & Projects B.V.
has not entered into any material contracts that are not entered into in the ordinary course of its business, which
could result in it being under an obligation or entitlement that is material to Infrastructure Services & Projects
B.V.’s ability to meet its obligations to Bondholders in respect of the Bonds.
Risk factors
Risk factors that may affect Infrastructure Services & Projects B.V.’s ability to fulfil its obligations under the
Bonds to the Bondholders are described in Section “Risk Factors” of this Prospectus.
Key financial information
For the financial year ended December 31, 2015, the contribution of Infrastructure Services & Projects B.V. to the
Group’s revenue is €95.3 million, to the Group’s EBITDA is €6.3 million, to the Group’s net debt is €(0.9) million
and to the Group’s total equity is €3.6 million.
No significant or material change
As of the date of this Prospectus, there has been no significant change in the financial or trading position of
Infrastructure Services & Projects B.V. and there has been no material adverse change in the prospects of
Infrastructure Services & Projects B.V. since December 31, 2016.
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DESCRIPTION OF THE GUARANTEES
1. Description of the Guarantees
Financière SPIE, SPIE Operations, SPIE Ile-de-France Nord-Ouest, SPIE Ouest-Centre, SPIE Sud-Est, SPIE Sud-
Ouest, SPIE Est, SPIE Nucléaire, SPIE Oil & Gas Services, SPIE ICS, SPIE GmbH, SPIE Holding GmbH, SPIE
Limited, SPIE UK Limited, SPIE Nederland B.V. and Infrastructure Services & Projects B.V. (each, an “Original
Guarantor” and together, the “Original Guarantors”), which are guarantors under the senior facilities agreement
signed by the Issuer on May 15, 2015 (as amended, supplemented, novated or restated from time to time, the
“Senior Credit Facilities Agreement”), have guaranteed the due payment of all sums expressed to be due and
payable by the Issuer or the Guarantors under the Conditions, subject to the relevant Guarantees limitations set out
in Section “Description of the Guarantees – 2. Guarantees Limitations” below and in particular no French
Guarantor is acting jointly and severally with the other Guarantors.
A description of the Guarantors is included in Section “Description of the Guarantors” of the Prospectus.
The obligations of the Original Guarantors in this respect arise pursuant to the guarantees executed by the Original
Guarantors dated March 20, 2017 (the “Guarantees”).
Subsequent to the Issue Date, if any Subsidiary becomes a guarantor in respect of any obligations under the Senior
Credit Facilities Agreement, then the Issuer shall promptly notify the Representative of the Masse in writing, or, in
the event no Representative is acting at that time, give notice to the Bondholders in accordance with Condition 12,
and procure that within 30 Business Days of such notification any such Subsidiary (in such capacity, each such
Subsidiary being an “Additional Guarantor” and together with the Original Guarantors, the “Guarantors”)
shall, execute and deliver a guarantee, pursuant to which, subject to applicable laws and relevant Guarantees
limitations, it guarantees the due payment of all sums expressed to be due and payable by the Issuer or the
Guarantors under the Conditions.
The Representative of the Masse will be required to accept any Guarantees granted subsequently to the Issue Date
in accordance with the provisions of Article L.228-81 of the French Code de commerce.
Upon the release of any of the Guarantors from its guarantee obligation under the Senior Credit Facilities
Agreement, the Guarantee provided by such Guarantor will be automatically and unconditionally released and
discharged.
In accordance with the terms of the Senior Credit Facilities Agreement, a guarantor may be released and discharged
of its guarantee obligations under the Senior Credit Facilities Agreement provided that the remaining guarantors
under the Senior Credit Facilities Agreement, as selected by the Issuer, represent in aggregate at least 65 per cent.
of the Group’s EBITDA (calculated on an unconsolidated basis and excluding all intra-group items and investments
in Subsidiaries of any member of the Group) as at the date that the annual financial statements for each financial
year are released.
The Issuer shall promptly notify the Representative of the Masse of the release of any of the Guarantors in writing,
or, in the event no Representative is acting at that time, give notice to the Bondholders in accordance with
Condition 12.
The Guarantees are governed by the laws of the jurisdiction under which the relevant Guarantor is incorporated.
2. Guarantees Limitations
(a) France
(i) In relation to a French Guarantor, its obligations under the Guarantee shall apply only in so far
as required to:
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(A) guarantee the payment obligations under the Conditions of its direct or indirect
Subsidiaries which are or become Guarantors from time to time under the Conditions
and incurred by those Subsidiaries as Guarantors (if they are French Guarantors); and
(B) guarantee the payment obligations of the Issuer and other Guarantors which are not
direct or indirect Subsidiaries of that French Guarantor, provided that in such case such
guarantee shall be limited: (A) to the payment obligations of the Issuer and/or the
Guarantors, as the case may be, and (B) up to an amount equal to the aggregate of all
amounts borrowed under the Bonds directly (as Issuer) or indirectly (by way of intra-
group loans directly or indirectly from the Issuer) by the Issuer or such other Guarantors
and on-lent directly or indirectly to that French Guarantor and/or its Subsidiaries and
outstanding from time to time (the “Maximum Guaranteed Amount”); it being
specified that any payment made by such French Guarantor under the Guarantee in
respect of the obligations of the Issuer or any other Guarantor shall reduce pro tanto the
outstanding amount of the intercompany loans (if any) due by such French Guarantor to
the Issuer under the intercompany loan arrangements referred to above.
(ii) For the avoidance of doubt, any payment made by a French Guarantor under sub-paragraph
(i)(B) above shall reduce the Maximum Guaranteed Amount.
(iii) No French Guarantor shall secure liabilities under the Bonds which would result in such
French Guarantor not complying with French financial assistance rules as set out in article
L. 225-216 of the French Code de Commerce and/or would constitute a misuse of corporate
assets within the meaning of articles L. 242-6 or L. 244-1 of the French Code de Commerce or
any other law or regulations having the same effect, as interpreted by French courts.
(iv) It is acknowledged that no French Guarantor is acting jointly and severally with the other
Guarantors and no French Guarantor shall therefore be considered as “co-débiteurs solidaire”
with the other Guarantors as to its obligations pursuant to the Guarantee.
(b) England and Wales
In relation to a Guarantor organised in England and Wales, its obligations under the Guarantee shall
not apply to the extent that it would result in such obligations constituting unlawful financial
assistance within the meaning of sections 678 or 679 of the Companies Act 2006.
(c) Germany
a. In relation to a Guarantor organised in the Federal Republic of Germany as a German limited
liability company (Gesellschaft mit beschränkter Haftung) (a “German GmbH Guarantor”)
the payment obligations under the Guarantee (each such guarantee, indemnity and payment
obligation a “Payment Obligation”) shall be limited if and to the extent that:
(A) such Payment Obligation secures any obligation or liability of:
(I) any direct or indirect shareholder of such German GmbH Guarantor (up-
stream); or
(II) any affiliated entity (verbundenes Unternehmen) of such direct or indirect
shareholder within the meaning of Section 15 of the German Stock Corporation
Act (Aktiengesetz) other than affiliated entities in respect of which such
German GmbH Guarantor is a direct or indirect shareholder (cross-stream);
(an “Up-Stream or Cross-Stream Liability”); and
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(B) the enforcement of such Payment Obligation otherwise would have the effect of:
(I) reducing the net assets (Reinvermögen) of the German GmbH Guarantor to an
amount which is less than the amount required to maintain its stated share
capital (Stammkapital); or
(II) where such German GmbH Guarantor’s net assets already are less than the
amount of its stated share capital (Unterbilanz), increasing such existing
shortage of its stated share capital (Vertiefung einer Unterbilanz),
and in each case, result in a violation of Section 30 of the German Limited
Liability Companies Act (Gesetz betreffend die Gesellschaften mit
beschränkter Haftung) (as amended from time to time);
(C) provided that, for the purposes of paragraph a.(B) above, the net assets of the
German GmbH Guarantor shall be determined by applying the generally accepted
accounting principles applicable from time to time in Germany (Grundsätze
ordnungsmäßiger Buchführung) based on the same principles and evaluation methods
as constantly applied by the German GmbH Guarantor in the preparation of its
financial statements and taking into consideration applicable court rulings of German
courts, and taking into account the following:
(I) the amount of any increase of the stated share capital (Stammkapital) of the
German GmbH Guarantor effected after the German GmbH Guarantor became
a Guarantor under the Bonds which is not permitted under the Senior Credit
Facilities Agreement shall be deducted from the stated share capital;
(II) any funds received by the Issuer under the Bonds which have been or are on-
lent or otherwise passed on to the German GmbH Guarantor or to any affiliated
entity (verbundenes Unternehmen) of the German GmbH Guarantor in respect
of which such German GmbH Guarantor is a direct or indirect shareholder and
have not yet been repaid at the time when payment under the Up-stream or
Cross-stream Liability is demanded, shall be disregarded;
(III) loans provided to the German GmbH Guarantor by a member of the Group
shall be disregarded if and to the extent insofar such loans qualify as equity
under the applicable accounting principles and which do not have to be shown
as liabilities on the German GmbH Guarantor’s balance sheet; and
(IV) loans and other contractual liabilities incurred by the German GmbH Guarantor
in breach of the provisions of the Senior Credit Facilities Agreement shall be
disregarded to the extent that such breach can be attributed to wilful
misconduct of the relevant managing director (Geschäftsführer) of the German
GmbH Guarantor.
b. The limitations set out in the preceding paragraphs shall only apply if and to the extent that:
(A) within twenty (20) Business Days following a demand with respect to a Payment
Obligation the German GmbH Guarantor has confirmed in writing to the
Representative of the Masse:
(I) to what extent the Payment Obligation is an Up-stream or Cross-stream
Liability; and
(II) the amount of such Up-stream or Cross-stream Liability which cannot be
enforced as it would cause the German GmbH Guarantor’s net assets to fall
165
below its stated share capital or increase an existing shortage of its stated share
capital, taking into account the adjustments set out in paragraph a.(C) above
(the “Management Determination”); and
(B) within thirty (30) Business Days from the date the Representative of the Masse (acting
reasonably) has contested the Management Determination, the German GmbH
Guarantor has provided the Representative of the Masse with a determination by
auditors of international standard and reputation (the “Auditor’s Determination”)
appointed by the German GmbH Guarantor of the amount that would have been
necessary on the date the demand with respect to the Payment Obligation was made to
maintain its stated share capital or to avoid the increase of an existing shortage of its
stated share capital. Such Auditors’ Determination shall be prepared in accordance
with the principles set out in paragraph a.(C) above and shall be binding on the
German GmbH Guarantor and the Representative of the Masse.
c. If according to the Auditor’s Determination the German GmbH Guarantor does not have
sufficient net assets to maintain its stated share capital in accordance with Section 30 of the
German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit
beschränkter Haftung) (as amended from time to time) and to the extent that such realization is
required to satisfy any amounts owed under the Payment Obligations, the German GmbH
Guarantor shall realize, to the extent legally permitted and commercially reasonable, any and all
of its assets that are (i) shown in its balance sheet with a book value (Buchwert) that is
significantly lower than their market value, and (ii) in the reasonable opinion of the German
GmbH Guarantor not required for its business (nicht betriebsnotwendiges Vermögen).
d. In the case of a Guarantor organized in the form of a limited partnership in which the general
partner is a German limited liability company (GmbH & Co. KG), the provisions set out above
shall apply mutatis mutandis to such Guarantor’s general partner (Komplementär).
(d) Other jurisdictions
In respect of an Additional Guarantor incorporated or established in a jurisdiction other than France, England and
Wales, Germany or The Netherlands, the Guarantee shall be subject to any limitations provided under applicable
laws of the place of incorporation of the relevant company which acceded to this Bonds issuance as an Additional
Guarantor.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents which have previously been published are incorporated by reference in, and form part
of, this Prospectus:
(i) the English translation of the Issuer’s audited consolidated financial statements as at December 31, 2015
together with the notes to such consolidated financial statements (the “2015 Issuer’s Consolidated
Financial Statements”) included in the English translation of the Issuer’s 2015 registration document (the
“2015 Registration Document”) (being an English translation of the Issuer’s document de référence 2015
filed with the AMF on April 28, 2016 under n°R.16-030); and
(ii) the free English translation of the statutory auditors’ report on the 2015 Issuer’s audited consolidated
financial statements included in the Issuer’s 2015 Registration Document (the “2015 Auditors’ Report on
2015 Issuer’s Consolidated Financial Statements”)
Such documents shall be deemed to be incorporated by reference in, and form part of, this Prospectus, save that
any statement included in a document which is deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein
modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so
modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The 2015 Registration Document is available on the Issuer’s website. Only the 2015 Issuer’s Consolidated
Financial Statements and the 2015 Auditors’ Report on 2015 Issuer’s Consolidated Financial Statements are
incorporated by reference. No other contents of the Issuer’s website which the link is reproduced below, are
incorporated by reference herein: http://www.spie.com/sites/default/files/2804_spie_dref_2015_uk_amf.pdf.
Any information not listed in the cross-reference list below but included in the 2015 Registration Document is not
incorporated by reference.
Non-incorporated parts of the 2015 Registration Document shall not form part of this Prospectus and are either not
relevant for the investors or covered elsewhere in this Prospectus.
Cross-reference list for information incorporated by reference
INFORMATION INCORPORATED BY REFERENCE
Annex 9 of the European Regulation 809/2004/EC of
April 29, 2004
REFERENCE
11 Financial information
11.1 Historical Financial information
Consolidated income statement Page 156 of the 2015 Registration Document
Consolidated statement of comprehensive income Page 157 of the 2015 Registration Document
Consolidated statement of financial position Pages 158 to 159 of the 2015 Registration Document
Consolidated cash flow statement Page 160 of the 2015 Registration Document
Consolidated statement of changes in equity Page 161 of the 2015 Registration Document
Notes to the Consolidated Financial Statements Pages 162 to 228 of the 2015 Registration Document
2015 Auditors’ Report on 2015 Issuer’s Consolidated
Financial Statements
Pages 229 and 230 of the 2015 Registration Document
167
INFORMATION INCORPORATED BY REFERENCE
Annex 9 of the European Regulation 809/2004/EC of
April 29, 2004
REFERENCE
11.2 Financial statements
2015 Issuer’s Consolidated Financial Statements Pages to 156 to 228 of the 2015 Registration Document
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TAXATION
The following is a summary of certain withholding tax considerations relating to the holding of the Bonds. This
summary is based on the laws in force in France as of the date of this Prospectus and is subject to any changes in
law and interpretation hereof (potentially with a retroactive effect). This summary does not purport to be a
comprehensive description of all the tax considerations which may be relevant to a decision to purchase, own or
dispose of, the Bonds. Each prospective holder or beneficial owner of Bonds should consult its tax adviser as to
the French tax consequences of any investment in, or ownership and disposition of, the Bonds.
Withholding tax applicable to holders of the Bonds on interest paid outside France
The following is a summary of certain withholding tax considerations that may be relevant to holders of Bonds
who do not concurrently hold shares in the Issuer.
Payments of interest and other income made by the Issuer with respect to the Bonds are not subject to the
withholding tax set out under Article 125 A III of the French Code général des impôts unless such payments are
made outside France in a non-cooperative State or territory within the meaning of Article 238-0 A of the French
Code général des impôts (a “Non-Cooperative State”), in which case a 75 per cent. withholding tax is applicable
(subject to exceptions and to more favourable provisions of an applicable double tax treaty). Such 75 per cent.
withholding tax is applicable irrespective of the tax residence of the Bondholder. The list of Non-Cooperative
States is published by a ministerial executive order, which is updated on a yearly basis.
Furthermore, according to Article 238 A of the French Code général des impôts, interest and other income are not
deductible from the Issuer’s taxable income if they are paid or accrued to persons domiciled or established in a
Non-Cooperative State or paid to a bank account opened in a Non-Cooperative State (the “Deductibility
Exclusion”). Under certain conditions, any such non-deductible interest or other income may be re-characterised
as constructive dividends pursuant to Articles 109 et seq. of the French Code général des impôts, in which case it
may be subject to the withholding tax provided under Article 119-bis 2 of the same Code, at a rate of 30 per cent.
or 75 per cent. (subject to more favourable provisions of an applicable double tax treaty).
Notwithstanding the foregoing, neither the 75 per cent. withholding tax provided by Article 125 A III of the
French Code général des impôts nor, to the extent the relevant interest or income relates to genuine transactions
and is not in an abnormal or exaggerated amount, the Deductibility Exclusion or the withholding tax set out in
Article 119-bis 2 of the same Code that may be levied as a result of the Deductibility Exclusion will apply in
respect of an issue of Bonds provided that the Issuer can prove that the main purpose and effect of such issue of
Bonds is not that of allowing the payments of interest or income to be made in a Non-Cooperative State (the
“Exception”).
In addition, pursuant to the administrative guidelines published by the French tax authorities (Bulletin Officiel des
Finances Publiques – Impôts) BOI-RPPM-RCM-30-10-20-40, no 70 and 80 and BOI-INT-DG-20-50, no 550 and
990 dated February 11, 2014, and BOI-IR-DOMIC-10-20-20-60, no 10 dated 20 March 2015, the Bonds benefit
from the Exception without the Issuer having to provide any evidence supporting the main purpose and effect of
the issue of Bonds, if such Bonds are:
(i) offered by means of a public offer within the meaning of Article L.411-1 of the French Code monétaire et
financier or pursuant to an equivalent offer in a State other than a Non-Cooperative State. For this purpose,
an “equivalent offer” means any offer requiring the registration or submission of an offer document by or
with a foreign securities market authority; or
(ii) admitted to trading on a regulated market or on a French or foreign multilateral securities trading system
provided that such market or system is not located in a Non-Cooperative State, and the operation of such
market is carried out by a market operator or an investment services provider, or by such other similar
foreign entity, provided further that such market operator, investment services provider or entity is not
located in a Non-Cooperative State; or
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(iii) admitted, at the time of their issue, to the operations of a central depositary or of a securities clearing and
delivery and payments systems operator within the meaning of Article L.561-2 of the French Code
monétaire et financier, or of one or more similar foreign depositaries or operators provided that such
depositaries or operators are not located in a Non-Cooperative State.
As the Bonds are admitted at the time of their issue to the operations of a securities clearing and delivery and
payments system, payments of interest or other income made by or on behalf of the Issuer with respect to the
Bonds will not be subject to the withholding tax set out under Article 125 A III of the French Code général des
impôts and the Deductibility Exclusion will not apply to such payments.
Withholding tax applicable to individuals fiscally domiciled in France
Pursuant to Article 125 A I of the French Code général des impôts, where the paying agent (établissement payeur)
is established in France and subject to certain exceptions, interest and other revenues received under the Bonds by
individuals who are fiscally domiciled in France are subject to a 24 per cent. withholding tax. This withholding tax
is deductible from their personal income tax liability in respect of the year during which the withholding has been
made. Social contributions (CSG, CRDS and other related contributions) are also levied by way of withholding at
an aggregate rate of 15.5 per cent. on such interest and other revenues received by individuals who are fiscally
domiciled in France.
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SUBSCRIPTION AND SALE
BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, ING Bank N.V., London Branch,
Natixis and Société Générale (the “Joint Bookrunners”) have jointly and severally agreed, pursuant to a
Subscription Agreement (the “Subscription Agreement”) dated March 20, 2017, subject to satisfaction of certain
conditions, procure subscribers and payment for, or failing which to subscribe and pay for, the Bonds at the issue
price of 100 per cent. of the principal amount of Bonds (the “Issue Price”), less a combined management and
underwriting commission as separately agreed between the Joint Bookrunners and the Issuer. The Issuer will also
reimburse the Joint Bookrunners in respect of certain of their expenses, and has agreed to indemnify the Joint
Bookrunners against certain liabilities, incurred in connection with the issue of the Bonds. The Subscription
Agreement may be terminated in certain circumstances prior to payment to the Issuer.
United States
The Bonds have not been and will not be registered under the Securities Act, and may not be offered or sold within
the United States except in certain transactions exempt from the registration requirements of the Securities Act.
Terms used in this paragraph have the meaning given to them by Regulation S under the Securities Act.
The Bonds are being offered and sold outside of the United States reliance on Regulation S.
In addition, until 40 days after the commencement of the offering of the Bonds, an offer or sale of Bonds within
the United States by any dealer (whether or not participating in the offering) may violate the registration
requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available
exemption from registration under the Securities Act.
United Kingdom
Each of the Joint Bookrunners has represented, warranted and agreed that:
(i) it has only communicated or caused to be communicated and will only communicate or cause to be
communicated an invitation or inducement to engage in investment activity (within the meaning of Section
21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the
issue or sale of the Bonds in circumstances in which Section 21(1) of the FSMA does not apply to the
Issuer; and
(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done
by it in relation to the Bonds in, from or otherwise involving the United Kingdom.
France
Each of the Joint Bookrunners has represented and agreed that it has not offered or sold and will not offer or sell,
directly or indirectly, Bonds to the public in France, and has not distributed or caused to be distributed and will not
distribute or cause to be distributed to the public in France, the Prospectus or any other offering material relating to
the Bonds, and that such offers, sales and distributions have been and will be made in France only to (a) providers
of investment services relating to portfolio management for the account of third parties (personnes fournissant le
service d’investissement de gestion de portefeuille pour compte de tiers), and/or (b) qualified investors
(investisseurs qualifiés) investing for their own account, all as defined in, and in accordance with, Articles L.411-
1, L.411-2 and D.411-1 of the French Code monétaire et financier.
General
No action has been or will be taken by the Issuer or the Joint Bookrunners that would, or is intended to, permit a
public offer of the Bonds or possession or distribution of this Prospectus or any other offering material relating to
the Bonds, in any country or jurisdiction where any such action for that purpose is required. Accordingly, each of
the Joint Bookrunners has represented, warranted and agreed that it has not, directly or indirectly, offered or sold
and will not, directly or indirectly, offer or sell any Bonds or has not, directly or indirectly, distributed or
171
published and will not, directly or indirectly, distribute or publish any offering circular, prospectus, form of
application, advertisement or other document or information relating to the Bonds in any country or jurisdiction
except under circumstances that will, to the best of its knowledge and belief, result in compliance with any
applicable laws and regulations and all offers and sales of Bonds by it will be made on the same terms.
Stabilisation
In connection with the issue of the Bonds, Société Générale (the “Stabilising Manager”) (or any person acting on
behalf of the Stabilising Manager) may (but will not be required to) over-allot Bonds or effect transactions within a
specified period, with a view to supporting the market price of the Bonds at a level higher than that which might
otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if begun, may
cease at any time, but it must end no later than the earlier of 30 calendar days after the issue date of the Bonds and
60 calendar days after the date of the allotment of the Bonds. Any stabilisation action or over-allotment must be
conducted by the Stabilising Manager in accordance with all applicable laws and rules.
The Issuer confirms the appointment of Société Générale as the central point responsible for adequate public
disclosure of information, and handling any request from a competent authority, in accordance with Article 6(5) of
Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards
for the conditions applicable to buy-back programmes and stabilisation measures.
172
GENERAL INFORMATION
1. Authorisation
The Bonds were issued pursuant to a resolution of the Conseil d’administration (Board of Directors) of the Issuer
adopted on March 9, 2017 and a decision of the Président - Directeur Général of the Issuer dated March 15, 2017.
2. Admission to trading
For the sole purpose of the admission to trading of the Bonds on Euronext Paris and pursuant to Articles L.412-1
and L.621-8 of the French Code monétaire et financier, this Prospectus has been submitted to the AMF and
received a visa no. 17-101 dated March 20, 2017.
Application has been made for the Bonds to be admitted to trading on Euronext Paris as from the Issue Date.
The estimated costs for the admission to trading of the Bonds are €13,200 (including AMF and Euronext Paris
fees).
3. Clearing systems
The Bonds have been accepted for clearance through Clearstream and Euroclear with the Common Code number
158484625 and Euroclear France with the International Securities Identification Number (ISIN) FR0013245263.
The address of Euroclear is 1 boulevard du Roi Albert II, 1210 Brussels, Belgium and the address of Clearstream
is 42 avenue John Fitzgerald Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg. The address of
Euroclear France is 66, rue de la Victoire, 75009 Paris, France.
4. No significant or material change
Save as disclosed in this Prospectus, there has been no significant change in the financial or trading position of the
Issuer and the Group and there has been no material adverse change in the prospects of the Issuer and the Group
since December 31, 2016.
5. Financial statements
The auditors of the Issuer are Ernst & Young et Autres and PricewaterhouseCoopers Audit, who have audited the
Issuer’s consolidated financial statements in accordance with generally accepted auditing standards in France for
each of the two financial years ended December 31, 2015 and 2016. Their audit reports on these financial
statements were issued with unqualified opinions but included emphasis paragraphs. The auditors are independent
statutory auditors with respect to the Issuer as required by the laws of the French Republic and under the
applicable rules of the Compagnie Nationale des Commissaires aux Comptes.
Ernst & Young et Autres is a member of the Compagnie régionale des Commissaires aux comptes de Versailles.
PricewaterhouseCoopers Audit is a member of the Compagnie régionale des Commissaires aux comptes de
Versailles.
6. Documents
Copies of the following documents are available for inspection and collection free of charge (in the case of the
documents referred to in (a), (b), (c) and (d) below, for inspection only) during normal business hours on any
weekday (except Saturdays, Sundays and public holidays) at the specified offices of the Issuer so long as any of
the Bonds are outstanding; copies of the documents referred to in (a), (c), (e) and (f) are also available for
inspection and collection free of charge (in the case of the documents referred to in (a) and (c) below, for
inspection only) during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at
173
the specified offices of the Paying Agent (for the time being in France) so long as any of the Bonds are
outstanding:
(a) the statuts of the Issuer;
(b) the statuts of the Guarantors;
(c) the Agency Agreement;
(d) the Guarantees;
(e) this Prospectus; and
(f) the 2015 Registration Document.
The document referred to in (e) above is available on the websites of the Issuer (http://www.spie.com/) and the
AMF (www.amf-france.org). The document referred to in (f) is available on the website of the Issuer only
(http://www.spie.com/).
7. Yield
The yield of the Bonds is equal to 3.125 per cent. per annum and is calculated on the Issue Date on the basis of the
Issue Price. It is not an indication of future yield.
8. Currency
All references in this document to “euro”, “EUR” and “€” refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty establishing the European Community
(signed in Rome on 25 March 1957), as amended.
9. Ratings
The Issuer is rated BB with a stable outlook by S&P and Ba3 with a stable outlook by Moody’s. The Bonds have
been assigned a rating of BB by S&P and Ba3 by Moody’s. S&P and Moody’s are established in the European
Union, registered under Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”) and included in the
list of registered credit rating agencies published by the European Securities and Markets Authority on its website
(https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. A
security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension
or withdrawal at any time by the assigning rating agency.
10. Interest
So far as the Issuer is aware, no person involved in the issue of the Bonds has any interest, including conflicting
ones, that is material to the issue.
11. Joint Bookrunners
Certain of the Joint Bookrunners and their affiliates have engaged, and may in the future engage, in investment
banking and/or commercial banking transactions with, and may perform services for, the Issuer and their affiliates
in the ordinary course of business. In addition, in the ordinary course of their business activities, the Joint
Bookrunners and their affiliates may make or hold a broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial instruments (including bank loans) for their own account
and for the accounts of their customers. Such investments and securities activities may involve securities and/or
instruments of the Issuer or Issuer’s affiliates. Certain of the Joint Bookrunners or their affiliates that have a
lending relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with their
174
customary risk management policies. Typically, such Joint Bookrunners and their affiliates would hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation
of short positions in securities, including potentially the Bonds. Any such short positions could adversely affect
future trading prices of the Bonds. The Joint Bookrunners and their affiliates may also make investment
recommendations and/or publish or express independent research views in respect of such securities or financial
instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities
and instruments. In addition, Natixis is a lender under SAG’s existing credit facilities which will be repaid with the
proceeds of the issuance of the Bonds
12. Forward-looking statements
This Prospectus contains or incorporates by reference objectives, forecasts or other forward-looking statements that
may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and
“project” and other similar expressions that predict or indicate future events or trends or that are not statements of
historical matters. Such objectives, forecasts or other forward-looking statements with respect to revenues,
earnings, performance, strategies, prospects and other aspects of the businesses of the Group, SAG and the
combined group after completion of the contemplated acquisition of SAG are based on current data (including
information provided to the Group by SAG), as well as assumptions and analysis made by the Group in light of its
perception of historical trends, current conditions and expected future developments and other factors it believes
are appropriate in the circumstances. By their nature, forward-looking statements involve known and unknown
risks, uncertainties and assumptions that could cause actual results, performance and the timing of events to differ
materially from those expressed or implied by the forward-looking statements.
These forward-looking statements speak only as of the date on which the statements were made, and no obligation
has been undertaken to publicly update or revise any forward-looking statements made in this Prospectus or
elsewhere as a result of new information, future events or otherwise, except as required by applicable laws and
regulations.
175
CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER FOR THE FINANCIAL YEAR
ENDED DECEMBER 31, 2016
The financial statements appearing below are the English translation of the consolidated financial statements of
the Issuer for the year ended December 31, 2016 as audited by its statutory auditors and a free English translation
of their audit report thereon appears on Section “Statutory auditors’ report on the issuer’s consolidated financial
statements for the financial year ended December 31, 2016” of this Prospectus.
SUMMARY
Page
1. CONSOLIDATED INCOME STATEMENT ..................................................................................................179
2. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME .......................................................180
3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION ..................................................................181
4. CONSOLIDATED CASH FLOW STATEMENT ...........................................................................................182
5. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ...................................................................183
6. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ............................................................184
NOTE 1. GENERAL INFORMATION ...............................................................................................................184
NOTE 2. BASIS OF PREPARATION ..................................................................................................................184
2.1. STATEMENT OF COMPLIANCE...................................................................................................................184
2.2. ACCOUNTING POLICIES ..............................................................................................................................184
2.3. CRITICAL JUDGMENT AND ESTIMATES ..................................................................................................185
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ..........................................................185
3.1. CONSOLIDATION ..........................................................................................................................................185
3.2. SEGMENT REPORTING ................................................................................................................................186
3.3. BUSINESS COMBINATIONS AND GOODWILL .........................................................................................187
3.4. REVENUE RECOGNITION............................................................................................................................188
3.5. OTHER OPERATING INCOME AND EXPENSES .......................................................................................188
3.6. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS ............................................................188
3.7. LEASE CONTRACTS .....................................................................................................................................189
3.8. INTANGIBLE ASSETS ...................................................................................................................................189
3.9. PROPERTY, PLANT AND EQUIPMENT .......................................................................................................190
3.10. IMPAIRMENT OF GOODWILL, PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS
.................................................................................................................................................................................190
3.11. FINANCIAL ASSETS ....................................................................................................................................191
3.12. FINANCIAL LIABILITIES ...........................................................................................................................192
3.13. DERIVATIVE FINANCIAL INSTRUMENTS ..............................................................................................193
176
3.14. INVENTORIES ..............................................................................................................................................193
3.15. CASH AND CASH EQUIVALENTS .............................................................................................................193
3.16. INCOME TAXES ...........................................................................................................................................193
3.17. PROVISIONS .................................................................................................................................................194
3.18. EMPLOYEE BENEFITS................................................................................................................................194
NOTE 4. ADJUSTEMENTS ON PREVIOUS PERIODS: IFRS 5 STANDARD APPLICATION.................196
NOTE 5. SIGNIFICANT EVENTS.........................................................................................................................197
5.1. EXTERNAL GROWTH ...................................................................................................................................197
5.2. LEGAL INTEGRATION PROCESS IN SWITZERLAND .............................................................................197
NOTE 6. ACQUISITIONS AND DISPOSALS ...................................................................................................198
6.1 CHANGES IN SCOPE ......................................................................................................................................198
6.2 CHANGES IN METHOD .................................................................................................................................202
6.3 IMPACT OF NEWLY CONSOLIDATED COMPANIES .................................................................................203
NOTE 7. SEGMENT INFORMATION ...............................................................................................................204
7.1. INFORMATION BY OPERATING SEGMENT ..............................................................................................204
7.2. PRO-FORMA INDICATORS ...........................................................................................................................205
7.3. NON-CURRENT ASSETS BY ACTIVITY .....................................................................................................205
7.4. PERFORMANCE BY GEOGRAPHIC AREA ................................................................................................206
7.5. INFORMATION ABOUT MAJOR CUSTOMERS .........................................................................................206
NOTE 8. OTHER OPERATING INCOME AND EXPENSES .........................................................................207
8.1. OPERATING EXPENSES................................................................................................................................207
8.2. EMPLOYEE COST ..........................................................................................................................................207
8.3. OTHER OPERATING INCOME (LOSS) ........................................................................................................208
NOTE 9. NET FINANCIAL COST AND FINANCIAL INCOME AND EXPENSES.....................................209
NOTE 10. INCOME TAX .....................................................................................................................................210
10.1. TAX RATE .....................................................................................................................................................210
10.2. CONSOLIDATED INCOME TAX EXPENSE ..............................................................................................210
10.3. DEFERRED TAX ASSETS AND LIABILITIES ........................................................................................... 211
10.4. TAX LOSS CARRIED FORWARD ...............................................................................................................212
10.5. RECONCILIATION BETWEEN PROVISION FOR INCOME TAXES AND PRE-TAX INCOME ...........212
NOTE 11. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS ...........................................213
NOTE 12. EARNINGS PER SHARE ..................................................................................................................214
12.1. DISTRIBUTABLE EARNINGS ....................................................................................................................214
12.2. NUMBER OF SHARES .................................................................................................................................214
12.3. EARNINGS PER SHARE ..............................................................................................................................215
177
NOTE 13. DIVIDENDS .........................................................................................................................................215
NOTE 14. GOODWILL ........................................................................................................................................216
14.1. CHANGES IN GOODWILL ..........................................................................................................................216
14.2. IMPAIRMENT TEST FOR GOODWILL ......................................................................................................217
NOTE 15. INTANGIBLE ASSETS ......................................................................................................................219
15.1. INTANGIBLE ASSETS – GROSS VALUES.................................................................................................219
15.2. INTANGIBLE ASSETS –AMORTIZATION AND NET VALUES...............................................................220
NOTE 16. PROPERTY, PLANT AND EQUIPMENT .......................................................................................221
16.1. PROPERTY, PLANT AND EQUIPMENT – GROSS VALUES ....................................................................221
16.2. PROPERTY, PLANT AND EQUIPMENT – DEPRECIATION & NET VALUES........................................221
NOTE 17. EQUITY ...............................................................................................................................................222
17.1. SHARE CAPITAL ..........................................................................................................................................222
17.2. FREE PERFORMANCE SHARES ................................................................................................................222
NOTE 18. PROVISIONS ......................................................................................................................................223
18.1. PROVISIONS FOR EMPLOYEE BENEFIT OBLIGATIONS .....................................................................223
18.2. OTHER PROVISIONS ...................................................................................................................................226
NOTE 19. WORKING CAPITAL REQUIREMENT .........................................................................................228
19.1. CHANGE IN WORKING CAPITAL: RECONCILIATION BETWEEN BALANCE SHEET AND CASH
FLOW STATEMENT ..............................................................................................................................................229
19.2. FRENCH TAX CREDIT FOR COMPETITIVENESS AND EMPLOYMENT (CICE) ................................229
19.3. TRADE AND OTHER RECEIVABLES ........................................................................................................230
19.4. ACCOUNTS PAYABLE .................................................................................................................................230
NOTE 20. FINANCIAL ASSETS AND LIABILITIES ......................................................................................230
20.1. NON-CONSOLIDATED SHARES ................................................................................................................230
20.2. NET CASH AND CASH EQUIVALENTS ....................................................................................................231
20.3. BREAKDOWN OF DEBT .............................................................................................................................231
20.4. NET DEBT .....................................................................................................................................................232
20.5. RECONCILIATION WITH THE CASH FLOW STATEMENT POSITIONS ..............................................233
20.6. SCHEDULED PAYMENTS FOR FINANCIAL LIABILITIES ....................................................................234
20.7. OTHER FINANCIAL ASSETS ......................................................................................................................235
20.8. FINANCIAL DISCLOSURES FROM COMPANIES ACCOUNTED FOR UNDER THE EQUITY
METHOD ................................................................................................................................................................235
20.9. CARRYING AND FAIR VALUE OF FINANCIAL INSTRUMENTS BY ACCOUNTING CATEGORY ..236
NOTE 21. FINANCIAL RISK MANAGEMENT ...............................................................................................237
21.1. DERIVATIVE FINANCIAL INSTRUMENTS ..............................................................................................237
21.2. INTEREST RATE RISK .................................................................................................................................238
178
21.3. FOREIGN EXCHANGE RISK ......................................................................................................................238
21.4. COUNTERPARTY RISK ...............................................................................................................................238
21.5. LIQUIDITY RISK ..........................................................................................................................................239
21.6. CREDIT RISK ................................................................................................................................................239
NOTE 22. NOTES TO THE CASH FLOW STATEMENT ...............................................................................240
22.1. RECONCILIATION WITH CASH ITEMS OF THE STATEMENT OF FINANCIAL POSITION..............240
22.2. IMPACT OF CHANGES IN THE SCOPE OF CONSOLIDATION ..............................................................240
22.3. IMPACT OF OPERATIONS HELD FOR SALE ...........................................................................................240
NOTE 23. RELATED PARTY TRANSACTIONS .............................................................................................241
23.1. DEFINITIONS ...............................................................................................................................................241
23.2. REMUNERATIONS AND BENEFITS TO MEMBERS OF THE GOVERNING BODIES .........................241
23.3. ATTENDANCE FEES ....................................................................................................................................241
23.4. INVESTMENTS IN ASSOCIATES ...............................................................................................................242
23.5. TAX GROUP AGREEMENTS .......................................................................................................................242
NOTE 24. CONTRACTUAL OBLIGATIONS AND OFF BALANCE SHEET COMMITMENTS ..............242
24.1. OPERATING LEASE COMMITMENTS ......................................................................................................242
24.2. OPERATIONAL GUARANTEES..................................................................................................................242
24.3. OTHER COMMITMENTS GIVEN AND RECEIVED .................................................................................243
NOTE 25. STATUTORY AUDITORS’ FEES ......................................................................................................243
NOTE 26. SUBSEQUENT EVENTS ...................................................................................................................243
26.1 SPIE’s STRATEGIC DEVELOPMENT IN GERMANY ...............................................................................243
26.2 EXTERNAL GROWTH ..................................................................................................................................245
26.3 “AMBITION 2020” PROJECT .......................................................................................................................245
NOTE 27. SCOPE OF CONSOLIDATION ........................................................................................................246
179
1. CONSOLIDATED INCOME STATEMENT
In thousands of euros Notes 2015
Restated* 2016
Revenue 7 5,399,249 5,155,699
Other income 31,403 33,211
Operating expenses (5,113,758) (4,870,546)
Recurring operating income 316,894 318,364
Other operating expenses (61,582) (28,982)
Other operating income 13,958 12,927
Total other operating income (expenses) 8 (47,624) (16,055)
Operating income 269,270 302,309
Net income (loss) from companies accounted for under the equity
method 379 426
Operating income including companies accounted for under the
equity method 269,649 302,735
Interests charges and losses from cash equivalents (76,309) (39,386)
Gains from cash equivalents 1,339 187
Costs of net financial debt 9 (74,970) (39,199)
Other financial expenses (127,422) (34,559)
Other financial incomes 34,536 21,451
Other financial income (expenses) 9 (92,886) (13,108)
Pre-tax income 101,793 250,428
Income tax expenses 10 (57,452) (47,914)
Net income from continuing operations 44,341 202,514
Net income from discontinued operations 11 (6,037) (18,482)
NET INCOME 38,304 184,032
Net income from continuing operations attributable to:
. Owners of the parent 51,318 202,502
. Non-controlling interests (6,977) 12
44,341 202,514
Net income attributable to:
. Owners of the parent 45,281 184,020
. Non-controlling interests (6,977) 12
38,304 184,032
Net income Share of the Group – earning per share 12 0.36 1.19
Net income Share of the Group – diluted earnings per share 0.36 1.19
Dividend per share (proposal for 2016) 0.50 0.53
* Comparative data for 2015 have been restated, See Note 4
180
2. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
In thousands of euros 2015
Restated* 2016
Net income recognized in income statement 38,304 184,032
Actuarial losses on post-employment benefits (2,447) (14,757)
Tax effect (40) 4,275
Items that will not be reclassified to income (2,487) (10,482)
Currency translation adjustments 522 (912)
Fair value adjustments on future cash flows 14,857 325
Other
Tax effect (5,197) (112)
Items that may be reclassified to income 10,182 (699)
TOTAL COMPREHENSIVE INCOME 45,999 172,851
Attributable to:
. Owners of the parent 52,681 172,865
. Non-controlling interests (6,682) (14) * Comparative data for 2015 have been restated, See Note 4
181
3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION
In thousands of euros Notes Dec 31, 2015 Dec 31, 2016
Non-current assets
Intangible assets 15 791,992 777,366
Goodwill 14 2,148,937 2,207,341
Property, plant and equipment 16 110,095 99,923
Investments in companies accounted for under the equity method 20 2,837 2,913
Non-consolidated shares and long-term loans 20 44,925 58,421
Other non-current financial assets 8,713 4,633
Deferred tax assets 10 244,613 235,364
Total non-current assets 3,352,112 3,385,961
Current assets
Inventories 19 24,935 24,554
Trade receivables 19 1,463,885 1,370,872
Current tax receivables 24,904 26,960
Other current assets 19 227,112 226,361
Other current financial assets 8,540 7,629
Cash management financial assets 20 245,777 5,500
Cash and cash equivalents 20 358,013 560,157
Total current assets from continuing operations 2,353,166 2,222,033
Assets classified as held for sale 11 14,480 15,238
Total current assets 2,367,646 2,237,271
TOTAL ASSETS 5,719,758 5,623,232
In thousands of euros Notes Dec 31, 2015 Dec 31, 2016
Equity
Share capital 17 72,416 72,416
Share premium 1,170,496 1,170,496
Consolidated reserves 29,919 (11,844)
Net income attributable to the owners of the parent 45,281 184,020
Equity attributable to owners of the parent 1,318,112 1,415,088
Non-controlling interests (1,277) 2,160
Total equity 1,316,835 1,417,248
Non-current liabilities
Interest-bearing loans and borrowings 20 1,121,803 1,126,947
Non-current provisions 18 73,054 49,226
Accrued pension and other employee benefits 18 272,353 291,974
Other non-current liabilities 8,110 6,066
Deferred tax liabilities 10 310,375 267,845
Total non-current liabilities 1,785,695 1,742,058
Current liabilities
Trade payables 19 901,535 780,008
Interest-bearing loans and borrowings (current portion) 20 395,734 332,293
Current provisions 18 98,788 93,225
Income tax payable 19 28,340 30,425
Other current operating liabilities 19 1,181,416 1,211,062
Total current liabilities from continuing operations 2,605,813 2,447,013
Liabilities associated with assets classified as held for sale 11 11,415 16,913
Total current liabilities 2,617,228 2,463,926
TOTAL EQUITY AND LIABILITIES 5,719,758 5,623,232
182
4. CONSOLIDATED CASH FLOW STATEMENT
In thousands of euros Notes 2015
Restated 2016
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE
PERIOD 493,598 551,800
Operating activities
Net income 38,304 184,032
Loss from companies accounted for under the equity method (379) (426)
Depreciation, amortization, and provisions 48,315 47,914
Proceeds on disposals of assets 4,623 2,473
Dividend income - (0)
Income tax expense 53,748 44,065
Elimination of costs of net financial debt 74,967 39,217
Elimination of non-recurring costs related to refinancing (a) 72,572 -
Other non-cash items (4,049) (229)
Internally generated funds from (used in) operations 288,101 317,046
Income tax paid (68,339) (58,057)
Changes in operating working capital requirements 52,706 99,006
Dividends received from companies accounted for under the equity
method 400 350
Net cash flow from (used in) operating activities 272,866 358,345
Investing activities
Effect of changes in the scope of consolidation 22.2 (33,388) (170,803)
Acquisition of property, plant and equipment and intangible assets (34,521) (36,449)
Net investment in financial assets (138) (80)
Changes in loans and advances granted 2,351 1,164
Proceeds from disposals of property, plant and equipment and
intangible assets 2,754 8,348
Proceeds from disposals of financial assets 161 282
Dividends received (0) (0)
Net cash flow from (used in) investing activities (62,781) (197,538)
Financing activities
Issue of share capital 733,116 (53)
Proceeds from loans and borrowings 2,043,490 931
Repayment of loans and borrowings (2,830,784) (63,874)
Net interest paid (101,237) (35,755)
Dividends paid to owners of the parent - (77,038)
Dividends paid to non-controlling interests (1,152) (544)
Other cash flows from (used in) financing activities - -
Net cash flow from (used in) financing activities (156,567) (176,333)
Impact of changes in exchange rates 4,824 (17,741)
Impact of changes in accounting policies (144) -
Net change in cash and cash equivalents 58,201 (33,267)
CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 22 551,800 518,534 * Comparative data for 2015 have been restated, See Note 4
Notes to the cash flow statement
The cash flow statement presented above includes discontinued operations or operations held for sale whose
impact is described in Note 22.
(a) See Note 9
183
5. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
In thousands of euros except for the number
of shares
Number of
outstanding shares Share capital
Additional
paid-in capital
Retained
earnings
Foreign
currency
translation
reserves
Cash flow
hedge reserves
Other and
OCI
Equity
attributable to
owners of the
parent
Non-controlling
interests Total equity
AT DECEMBER 31, 2014 Restated* 39,634,070 39,634 356,708 25,152 473 (9,848) (55,950) 356,169 7,042 363,211
Net income 45,281 45,281 (6,977) 38,304
Other comprehensive income (OCI) 228 9,660 (2,487) 7,400 295 7,695
Total comprehensive income - - 45,281 228 9,660 (2,487) 52,681 (6,682) 45,999
Distribution of dividends - (278) (278)
Share issue - - -
- Issuing of primary shares 42,424,242 19,673 665,152 684,825 - 684,825
- Capitalization of the shareholder
loan 10,672,387 4,949 171,146 176,095 - 176,095
- Increase of nominal value 942 (942) - - -
Change in the scope of consolidation and
other - -
- Legal reorganisation** 18,416,100 5,302 (72,593) 58,018 (9,273) - (9,273)
- Employees Shareholders plan 4,076,156 1,916 51,025 4,861 57,802 - 57,802
- Split of the nominal value of the ordinary shares
38,853,201 - -
- Other scope impacts 17 (204) (187) (1,358) (1,545)
Other movements - -
AT DECEMBER 31, 2015 154,076,156 72,416 1,170,496 133,329 497 (188) (58,437) 1,318,112 (1,277) 1,316,835
Net income 184,020 184,020 12 184,032
Other comprehensive income (OCI) (885) 213 (10,482) (11,154) (27) (11,181)
Total comprehensive income 184,020 (885) 213 (10,481) 172,865 (14) 172,851
Distribution of dividends (77,038) (77,038) (316) (77,354)
Share issue - -
Change in the scope of consolidation and other
(603) (603) 3,767 3,164
Other movements 1,752 1,752 1,752
AT DECEMBER 31, 2016 154,076,156 72,416 1,170,496 242,062 (991) 25 (68,919) 1,415,088 2,160 1,417,248
** Legal reorganization as part of the IPO (Initial Public Offering) process, see SPIE Financial Statements for December 2015
Notes to the consolidated statement of changes in equity
See Note 17.
184
6. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. GENERAL INFORMATION
The SPIE Group, operating under the brand name SPIE, is the independent European leader in electrical and
mechanical engineering and HVAC services, energy and communication systems.
SPIE SA is a joint-stock company (société anonyme) incorporated in Cergy (France), listed on the Euronext Paris
regulated market since June 10, 2015.
Its main shareholder is Clayax Acquisition Luxembourg 5 SCA, a partnership limited by shares (société en
commandite par actions) incorporated under Luxembourg law, which holds as at December 31, 2016, 25.5% of the
capital and voting rights.
The SPIE Group consolidated financial statements were authorized for issue by the Board of Directors on March
09, 2017.
ACCOUNTING POLICIES AND MEASUREMENT METHODS
NOTE 2. BASIS OF PREPARATION
2.1. STATEMENT OF COMPLIANCE
In accordance with European regulation 1606/2002 dated July 19, 2002 on international accounting standards, the
consolidated financial statements of SPIE Group have been prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union at December 31, 2016.
The accounting principles used to prepare the consolidated financial statements result from the application of:
- All the standards and interpretations published by the IASB and adopted by the European Union, the
application of which is mandatory at December 31, 2016;
- Standards that the Group has early-adopted;
- Accounting positions adopted in the absence of specific guidance in IFRS.
International Financial Reporting Standards include International Accounting Standards (IAS) and interpretations
issued by the Standards Interpretations Committee (SIC) and the International Financial Reporting Standards
Interpretations Committee (IFRS-IC).
2.2. ACCOUNTING POLICIES
The accounting policies applied in the preparation of the Group’s consolidated financial statements are set out in
Note 3. These policies have been consistently applied to all the years presented.
New standards and interpretations applicable from January 1, 2016
- Amendment to IAS 1 “Presentation of financial statement - Disclosure initiative”.
- Amendments to IAS 16 and IAS 38 “Clarification of acceptable methods of depreciation and amortization;
- Amendments to IFRS 11 “Joint arrangements”: Acquisition of an interest in joint operations;
- Amendments to IFRS 10, IFRS 12 and IAS 28 «Sale or Contribution of Assets between an Investor and its
Associate or Joint Venture » ;
The application of these amendments has no significant impact at the Group level.
Published new standards and interpretations for which application is not mandatory as of January 1, 2016
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Standards, interpretations and amendments already published by the International Accounting Standards Board
(IASB) which are not yet endorsed by the European Union are as follows:
- Amendment to IAS 7 “Statement of Cash Flow”: information to provide;
- Amendment to IAS 12 “Income Tax”: recovery of underlying assets.
- Clarifications on IFRS 2 “Share-based payments”;
- IFRS 9 “Financial instruments”;
- IFRS 15 “Revenue from contracts with customers”;
- IFRS 16 “Lease contracts”.
An analysis of the application of the IFRS 15 standard shows that the rules of recognition for the revenue in the
Group’ accounts are compliant with the principles prescribed by IFRS 15.
Besides, the Group is currently assessing the impact and practical implications from the application of the other
standards and interpretations published by the IASB, but whose application is not yet compulsory.
2.3. CRITICAL JUDGMENT AND ESTIMATES
The preparation of the consolidated financial statements in accordance with IFRS is based on management’s
estimates and assumptions used to estimate the value of assets and liabilities at the date of the statement of
financial position as well as income and expenses for the period. Actual results could be different from those
estimates.
The main sources of uncertainty relating to critical judgment and estimates concern the impairment of goodwill,
employee benefits, the recognition of revenue and profit margin on long-term service agreements, provisions for
contingencies and expenses and the recognition of deferred tax assets.
Management continually reviews its estimates and assumptions on the basis of its past experience and various
factors deemed reasonable, which form a basis for its evaluation of the carrying value of assets and liabilities.
These estimates and assumptions may be amended in subsequent periods and require adjustments that may affect
future revenue and provisions.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3.1. CONSOLIDATION
The Group’s consolidated financial statements include all subsidiaries and associates of SPIE SA.
The scope of consolidation comprises 171 companies; the percentages of interest are presented in the table in Note
27 of the present document.
The main amendments to the scope of consolidation that took place during the year are presented in Note 6.
Consolidation methods
According to IFRS 10, “Consolidated Financial Statements”, entities controlled directly or indirectly by the Group
are consolidated under the full consolidation method. Control is established if the Group has all the following
conditions:
- substantive rights enabling it to direct the activities that significantly affect the investee’s returns;
- exposure to variable returns from its involvement with the investee; and
- the ability to use its power over the investee to affect the amount of the variable returns.
For each company held directly or indirectly, it was assessed whether or not the Group controls the investee in
light of all relevant facts and circumstances.
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IFRS 11, “Joint Arrangements”, sets out the accounting treatment to be applied when two or more parties have
joint control of an investee. Joint control is established if decisions relating to relevant activities require the
shareholders’ unanimous agreement.
A joint arrangement falls into one of two categories, generally dependent on the legal form of investee:
- joint ventures: parties that have joint control of the arrangement have rights to its net assets, and are
consolidated using the equity method; or
- joint operations: parties that have joint control of the arrangement have direct rights to the assets and direct
obligations for the liabilities of the arrangement, the joint operator recognizing its share of the assets,
liabilities, revenue and expenses of the joint operation.
Most of the joint arrangements relating to public works are through joint-venture companies (Société En
Participation - SEP) that, given their characteristics, fall into the category of joint operations.
As required by IAS 28 (revised), entities over which SPIE exercises significant influence are consolidated using
the equity method.
The results of enterprises acquired or sold during the year are included in the consolidated financial statements, as
from the date of acquisition in the first case or until the date of disposal in the second.
Translation of the financial statements of foreign entities
The Group's consolidated accounts are presented in euros.
In most cases, the functional currency of foreign subsidiaries corresponds to the local currency. The subsidiaries'
financial statements are translated at closing rates for statement of financial position items and at average rates for
income statement items. Exchange gains or losses resulting from the translation are recognized in equity as
currency translation adjustments.
The currency translation rates used by the Group for its main currencies are as follows:
2015 2016
Closing Rate Average Rate Closing Rate Average Rate
Euros - EUR 1 1 1 1
United Kingdom Pound - GBP 0.7260 0.7319 0.8396 0.8124
Swiss Franc - CHF 1.0771 1.0736 1.0747 1.0887
US Dollar - USD 1.0983 1.1222 1.0644 1.1065
3.2. SEGMENT REPORTING
Operating segments are reported consistently with the internal reporting provided to the Group’s Management.
The Group’s Chairman and Chief Executive Officer regularly examine segments’ operating income to assess their
performance and to make resources allocation decisions. He has therefore been identified as the chief operating
decision maker of the Group.
The Group's activity is divided into four Operating Segments for analysis and decision-making purposes. The
segments are characterized by a standardized economic model, especially in terms of products and offered
services, operational organization, customer typology, key success factors and performance evaluation criteria.
The Operating Segments are the following:
- France
- Germany and Central Europe
- North Western Europe
- Oil & Gas and Nuclear.
Quantitative information is presented in Note 7.
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3.3. BUSINESS COMBINATIONS AND GOODWILL
The Group applies the “acquisition method” to account for business combinations, as defined in IFRS 3R. The
acquisition price, also called “consideration transferred”, for the acquisition of a subsidiary is the sum of fair
values of the assets transferred and the liabilities incurred by the acquirer at the acquisition date and the equity
interests issued by the acquirer. The consideration transferred includes contingent consideration, measured and
recognized at fair value, at the acquisition date.
In addition:
- Non-controlling interests in the acquired company may be valued at either the share in the acquired
company’s net identifiable assets or at fair value. This option is applied on a case-by-case basis for each
acquisition.
- Acquisition-related costs are recognized as expenses of the period. These expenses are recognized as
“Other operating income and expenses” of the income statement.
Goodwill
Goodwill represents the difference between:
(i) the acquisition price of the shares of the acquired company plus any contingent price adjustments; and
(ii) the Group's share in the fair value of their identifiable net assets on the date of the control being taken.
The fair value of assets and liabilities acquired may be adjusted within a maximum twelve-month period following
the date of acquisition (the “allocation period”), in order to reflect facts and circumstances existing at the
acquisition date. This may result in adjustments to the goodwill determined on a provisional basis. After the end of
the one-year allocation period, any further change in these fair values is recognized in income.
Post-acquisition
Further acquisitions or transfers of non-controlling interests, without any change in control, are considered as
transactions with the Group's shareholders. According to this approach, the difference between the price paid to
increase the percentage of interest in entities already controlled and the additional proportionate equity interest
thus acquired is accounted for in the Group's equity.
Similarly, a reduction in the Group's percentage of interest in an entity that remains controlled by the Group is
accounted for as an equity transaction with no impact in income.
For share transfers with a further loss of control, the change in fair value, calculated based on the entire interest at
the transaction date, is recognized in gains or losses on disposal of consolidated investments. The remaining equity
interest retained, where applicable, is then accounted for at fair value at the date of the loss of control.
For business combination achieved in stages, non-controlling interest previously held in the acquiree is remeasured
at fair value at its acquisition-date. Any resulting profit and loss is recognized in income.
Treatment of outstanding representations and warranties
In the context of its business combinations, the Group usually obtains representations and warranties from the
sellers.
The outstanding representations and warranties that can be valued based on identified risks result in the
recognition of an indemnification asset in the accounts of the acquirer. Subsequent changes to these
representations and warranties are recorded symmetrically with the liability recorded for the indemnified items. On
the contrary, representations and warranties that are not identifiable based on identified risks (general guarantees)
are to be recognized through the income statement when they become exercisable.
The outstanding representations and warranties are recorded in “Other non-current assets”.
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Impairment test of goodwill
Goodwill is not amortized. Goodwill is tested for impairment at least once a year and whenever there is an
indication of impairment. For this test, goodwill is allocated to Cash Generating Units (CGU) or groups of CGUs
corresponding to homogeneous groups which together generate identifiable cash flows (see Note 3.10).
3.4. REVENUE RECOGNITION
The Group recognizes services contract income and expenses using the percentage of completion method at the
end of each monthly reporting period.
The stage of completion is measured with reference to the progress in terms of costs incurred. In the case of
maintenance contracts, the progress is measured in terms of invoicing performed. The measurement of the
percentage-of-completion method relies on the contracts follow-up and the consideration of hazards assessed
based on acquired experience, in order to value the best estimate of future benefits and obligations expected for
these contracts.
No profit margin is recorded if the level of completion is insufficient to provide a reliable outcome at the end of
the contract.
In the event that the expected outcome at completion of the project is a loss, a provision for loss on completion is
recorded irrespective of the stage of completion of the project. This provision is based on the best estimate of the
outcome at completion of the project, measured in a reasonable manner. Provisions for losses on completion are
presented as a liability in the statement of financial position.
Revenue relating to Public-Private Partnership (PPP) contracts
Annual revenue under PPP contracts is determined based on the fair value of the services rendered in the financial
year measured by applying the estimated margin rates of construction (initial and renewal), servicing and
maintenance respectively to building costs (initial and renewal) and servicing and maintenance costs.
3.5. OTHER OPERATING INCOME AND EXPENSES
To ensure better understanding of business performance, the Group presents separately "recurring operating
income" within operating income which excludes items that have little predictive value because of their nature,
their frequency and / or their relative importance. These items, recorded in "other operating income" and "other
operating expenses" especially include:
- Gains and losses on disposals of assets or operations;
- Expenses resulting from restructuring plans or operations disposal plans approved by the Group
management;
- Expenses relating to non-recurring impairment of assets;
- Expenses of acquiring and integrating companies acquired by the Group;
- Any other separately identifiable income/expense, which is of an unusual and material nature.
3.6. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Whenever discontinued operations (disposed or sold) or operations classified as held for sale are:
- either a separate major line of business or geographical area of operations that is material for the Group or
that forms part of a single coordinated plan to dispose of a separate major line of business or geographical
area of operations,
- or a subsidiary acquired exclusively with a view to resale,
They are shown in a separate line in the consolidated financial statements at the reporting date.
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When initially classified as held for sale, non-current assets and disposal groups are recorded at the lower of their
carrying amount and fair value less costs to sell.
Details of discontinued operations or operations held for sale are set out in Note 11.
3.7. LEASE CONTRACTS
Operating leases
Lease contracts which do not transfer substantially all risks and rewards inherent to the ownership to the Group are
qualified as “operating lease”. These leases give rise to payments recorded as charges in the income statement
during all lease duration.
Finance leases
Leases contracts under which the Group assumes substantially all the risks and rewards inherent to the ownership
are qualified as “finance leases”. They are capitalized at the lower of the fair value of the asset leased and the
discounted value of the minimum rentals due at the beginning of the leasing contract. The corresponding debt is
recognized in liabilities. Payments received under the lease contract are broken down between the financial
expense and the amortization of debt so as to obtain a constant periodic interest rate over the remaining balance of
the liability. The financial expenses are recognized directly in the income statement.
The asset is amortized over its useful life for the Group, the debt is amortized over the finance lease period, and
eventually deferred taxes are recognized.
3.8. INTANGIBLE ASSETS
Intangible assets (mainly brands, customer relationships and order books) acquired separately or in the context of
business combinations are initially measured at their fair value in the statement of financial position. The value of
intangible assets is subject to regular monitoring in order to ensure that no impairment should be accounted for.
Brands and customer related assets
The value of customer relationships is measured taking into account a renewal rate of contracts and amortized over
the renewal period.
The amortization period of the backlog is defined on a case-by-case basis for each acquisition, after a detailed
review.
Brands acquired are amortized over the estimated duration of use of the brand, depending on the Group's brand
integration strategy. By exception, SPIE brand has an indefinite useful life and therefore is not amortized.
Internally generated intangible assets
Research costs are recognized in the income statement as expenses of the period.
Development costs are recognized as intangible assets when the following criteria are fulfilled:
- the Group’s intention and financial and technical capacity to complete the development project;
- the probability that the Group will enjoy future economic benefits attributable to development expenditure;
- the reliable measure of the cost of this asset.
Capitalized expenditure includes personnel costs and the cost of materials and services used that are directly
allocated to the given projects. Capitalized expenditure is amortized over the estimated useful life of the relevant
processes, once they have been put into use.
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Other intangible assets
Other intangible assets are recognized at cost, net of accumulated amortization and impairment losses, if any. They
relate mainly to software and are amortized over a period of three years on a straight-line basis.
3.9. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recognized at cost, net of accumulated depreciation and impairment losses, if
any.
Depreciation is calculated for each significant part of an item of property, plant and equipment using either the
straight-line method or any other method that best represents the economic use of the components over their
estimated useful life. The estimated residual values at the end of the depreciation period are zero.
The main average useful lives applied are as follows:
- Buildings 20 to 30 years
- Site machinery and equipment 4 to 15 years
- Fixed machinery and equipment 8 to 15 years
- Transport vehicles 4 to 10 years
- Office equipment – IT 3 to 10 years
Land is not depreciated.
The depreciation periods are reviewed annually and may be modified if the expectations are different from the
previous estimations.
3.10. IMPAIRMENT OF GOODWILL, PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE
ASSETS
The recoverable value of property, plant and equipment and intangible assets is tested whenever there is an
indication of impairment; this is examined at each closing date.
With regard to goodwill and intangible assets with an indefinite useful life (a category which in the case of the
Group is limited to the SPIE brand), this impairment test must be conducted as soon as there is any indication of
impairment and at least annually.
Goodwill does not generate any cash inflows on its own and is therefore allocated to the corresponding Cash
Generating Units (CGU) (see Note 14).
The recoverable value of these units is the higher of the value in use, determined on the basis of discounted future
net cash flow projections, and the fair value less costs to sell. If this value is lower than the net carrying amount of
these units, an impairment loss is recorded for the difference, which is allocated in priority to goodwill.
Contrary to potential impairment losses on depreciable property, plant and equipment and amortizable intangible
assets, those allocated to goodwill are definitive and cannot be reversed in subsequent financial years.
The Cash Generating Units’ (CGU) future cash flows used in the calculation of value in use (note 14.2.
“Impairment test for goodwill”) are derived from annual budget and multiannual forecasts prepared by the Group.
The construction of these forecasts is an exercise involving the various players within the CGUs and the
projections are validated by the Group’s Chief-executive officer. This process requires the use of critical judgment
and estimates, especially in the determination of market trends, material costs and pricing policies. Therefore, the
actual future cash flows may differ from the estimates used in the calculation of value in use.
Quantitative information is provided in Note 14.
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3.11. FINANCIAL ASSETS
The Group classifies its financial assets within the following categories: assets available for sale, assets measured
at their fair value through equity and income, loans and receivables.
The breakdown of financial assets into current and non-current assets is determined at the closing date based on
their maturity date being under or over one year.
All regular way purchases/sales of financial assets are recorded at the transaction date.
Assets available for sale
These assets represent the Group's interests in the capital of non-consolidated entities. They are recorded in the
statement of financial position at their fair value. Changes in value are recognized in equity. However, if there is a
significant or sustained decrease in the fair value of assets available for sale, the unrealized capital loss is
reclassified from equity to net income or loss for the year. As far as equity instruments are concerned, if, during a
subsequent period, the fair value of a security available for sale increases, the increase in value is again recorded in
equity.
When these financial assets are derecognized, the accumulated gains and losses previously recorded in equity are
reclassified to income for the period.
Loans and receivables
These include receivables related to investments, “1% building” loans and other loans and receivables. These loans
and receivables are initially recorded at their fair value plus directly attributable transaction costs. On subsequent
closing dates, they are accounted for at the amortized cost calculated using the effective rate of return. The value
on the face of the statement of financial position includes the outstanding capital and the unamortized share of
transaction costs directly attributable to the acquisition. An impairment test is carried out whenever there is an
indication of impairment. An impairment loss is recorded if the carrying amount of an asset is greater than its
recoverable value. Impairment losses are recognized in the income statement.
The recoverable value of loans and receivables is equal to the value of estimated future cash flows, discounted at
the financial assets' original effective interest rate (in other words, at the effective interest rate calculated at the
date of initial recognition).
Receivables with a short maturity date are not discounted.
Previously recognized impairment losses may be reversed in the income statement in the event of an improvement
in the recoverable value of loans and receivables.
Receivables relating to Public-Private Partnership (PPP) contracts
The Group, as a private operator, has signed Public-Private Partnership contracts. This type of contract is one of a
number of public-private contract schemes being used in France.
The “PPP” Contracts are accounted for in accordance with IFRIC 12 “Concessions”, when they meet the three
following conditions:
- First, the public authority determines the nature of the services that the private operator is required to
provide, by means of the infrastructure as well as who is likely to benefit from these services;
- Second, the contract stipulates that at the end of the contract, the infrastructure retains a significant residual
value which is returned back to the public authority;
- Finally, the contract provides for the construction of the infrastructure to be made by the private operator.
In exchange for the construction services provided, the Group is granted rights to receive a financial asset and
therefore a receivable is recognized.
Receivables are measured, for each signed contract, using the amortized cost method at an effective interest rate
corresponding to the project's internal rate of return.
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In subsequent periods, the financial asset is amortized and interest income is recognized using the effective interest
rate.
Receivables securitization program
In the course of its operations, some entities of the Group have developed a securitization program for its trade
receivables which will end in June 11, 2020.
Under this securitization program, participating companies can transfer full ownership of their trade receivables to
the “SPIE Titrisation” Mutual Fund in order to obtain funding amounting up to a maximum of € 300 million, with
the possibility to increase the amount to €450 million.
The financed amount of the transaction is defined as equal to the amount of transferred receivables eligible for the
securitization program less, by way of security, the subordinate deposit amount and the additional senior deposit
amount applied by the “SPIE Titrisation” Mutual Fund.
In the consolidated accounts, the securitized receivables have been kept as assets in the statement of financial
position, the security deposits paid into the funds have been cancelled and in return the value of financing obtained
has been recorded in borrowings.
Moreover, SPIE GmbH – entity created during the business combination carried out in Germany in September
2013 – uses a non-recourse securitization program of discount on notes receivable for an unlimited duration. The
assigned receivables amount is of € 57,048 thousands as of December 31, 2016 and is no longer recognized as
assets in the consolidated financial statements.
“Prêts construction”
In France, employers standing in an industrial or commercial activity and hiring at least 20 employees must invest
in housing construction for their employees at least 0.45% of the total payroll. This investment can be realized
either directly or by a contribution to the “Comité Interprofessionnel du Logement” (Inter-Professional Housing
Committee) or to a Chamber of Commerce and Industry.
The contribution can be booked as granted loan in the assets of the statement of financial position, or as a grant
recognized as an expense in the income statement.
The “Prêts construction” do not bear interest and are granted for a period of 20 years.
The “Prêts construction” are loans granted to employee at low interest rate. In accordance with IAS 39, these loans
are discounted at their initial recognition date and the difference between the nominal value of the loan and its
discounted value is recorded as an expense which is granted representing an economic benefit granted to
employees.
Subsequently, the loans are accounted for using the amortized cost method which consists in reconstituting the
redemption value of the loan, at the end of the 20 year period, by recognizing interest income over the period.
Assets at fair value through income statement
This valuation method is applied to financial assets held by the Group for the purpose of generating a short-term
disposal gain. These assets are measured at their fair value and any changes in fair value are recognized in the
income statement. These financial instruments notably include marketable securities and are classified as “Cash
management financial assets”.
3.12. FINANCIAL LIABILITIES
The breakdown of financial liabilities into current and non-current liabilities is determined at the closing date by
their maturity date. Thus, financial liabilities maturing less than one year are recognized in current liabilities.
Financial liabilities consist of accounts payable, medium and long-term loans and derivative financial instruments.
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At the date of their initial recognition, medium and long-term loans are measured at their fair value less directly
attributable transaction costs. They are subsequently accounted for at amortized cost using the effective interest
rate method. The amortized cost is calculated taking into account all the issuing costs and any discount or
redemption premiums directly linked to the financial liability. The difference between the amortized cost and the
redemption value is reversed through the income statement using the effective interest rate method over the term
of the loans.
When accounts payable have maturity dates of less than one year, their nominal value may be considered to be
close to their amortized cost.
3.13. DERIVATIVE FINANCIAL INSTRUMENTS
The Group uses derivative financial instruments (interest rate swaps and foreign exchange forward contracts) to
hedge its exposure to interest rate and foreign exchange risks.
Derivative instruments are recorded in the statement of financial position as current or non-current financial assets
and liabilities depending on their maturity dates and accounting designation. They are measured initially at their
fair value on the transaction date and re-measured accordingly at each reporting date.
In the case of cash flow hedging, the hedging instrument is recorded in the statement of financial position at its fair
value. The effective portion of the unrealized gain or loss on the derivative financial instrument is immediately
recognized in equity and the ineffective portion of the gain or loss is immediately recognized in the income
statement. The amounts recorded in equity are reversed in the income statement in accordance with the accounting
policy applied to hedged items. If the Group no longer expects the hedged transaction to occur, the accumulated
unrealized gain or loss, which was recorded in equity (for the effective portion), is immediately recognized in the
income statement.
In the case of fair value hedging, the hedging instrument is recorded in the statement of financial position at its fair
value. Changes in the fair value of the hedging instrument are recorded in the income statement alongside the
changes in the fair value of the hedged item attributable to the identified risk.
3.14. INVENTORIES
Inventories, which essentially consist in on-site supplies, are measured at the lower of the cost or net realizable
value according to the "first in - first out" method.
The inventories are impaired, where applicable, in order to reflect their probable net realizable value.
3.15. CASH AND CASH EQUIVALENTS
In the consolidated statement of financial position, cash and cash equivalents includes liquid assets in current bank
accounts, shares in money market funds and negotiable debt securities which can be mobilized or transferred in the
very short term with a known cash value and do not have a significant risk in terms of changes in value. All
components are measured at their fair value.
In the consolidated cash flow statement, cash and cash equivalents of the operations held for sale are added to and
bank overdrafts are deducted from cash and cash equivalents presented in the statement of financial position.
3.16. INCOME TAXES
The Group calculates income taxes in accordance with prevailing tax legislation in the countries where income is
taxable.
Current taxes
The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
reporting date in the countries where the Group’s subsidiaries and associates operate and generate taxable income.
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Deferred taxes
Deferred taxes are recorded on temporary differences between the carrying amount of assets and liabilities and
their tax bases as well as on tax losses according to the liability method. Deferred tax assets are recognized only
when it is probable that they will be recovered. In particular, deferred tax assets are recognized on tax loss carry-
forwards of the Group, to the extent that it is probable that they can be utilized against future tax profits in the
foreseeable future. Deferred taxes are not discounted.
Management’s judgment is required to determine the extent to which deferred tax assets can be recognized. Future
sources of taxable income and the effects of the Group’s global income tax strategies are taken into account in
making this determination. This assessment is conducted through a detailed review of deferred tax assets by
jurisdiction and takes into account past, current and future operating performance deriving from the existing
contracts in the order book, the budget and multiannual forecasts, and the length of carry back, carry forwards and
expiration dates of net operating loss carry forwards, over a five year horizon.
The expected reversal of tax losses is based on the forecast of future results previsions validated by local
management and reviewed by the Group’s Accounting and Tax Department.
Distributable earnings
The timeline for receiving of undistributed earnings from foreign subsidiaries is controlled by the Group.
With regard to the Group’s French subsidiaries, the distribution of earnings is subject to a taxation of 1%for the
subsidiaries in which the Company owns 95% or more of the outstanding shares (i.e. the majority of those).
No deferred tax liability is to be recognized for undistributed earnings from French and foreign subsidiaries.
3.17. PROVISIONS
The Group identifies and analyses on a regular basis legal claims, faults and warranties, onerous contracts and
other commitments. A provision is recorded when, at the closing date, the Group has an obligation towards a third
party arising from a past event, the settlement of which is likely to require an outflow of resources embodying
economic benefits. Provisions are recognized on the basis of the best estimate of the expenditure required to settle
the obligation at the reporting date. These estimates take into account information available and different possible
outcomes.
In the case of restructuring, an obligation is recorded once the restructuring process has been announced and a
detailed plan prepared or once the entity has started to implement the plan, prior to the reporting date.
Provisions are discounted when the effect is material.
Depending on the nature of the risk, estimates of the probable expenditure are made with operational staff in
charge of the contracts, internal and external lawyers and independent experts whenever necessary.
Quantitative information is set out in Note 18.2.
Contingent liabilities
Contingent liabilities are potential obligations stemming from past events which existence will only be confirmed
by the occurrence of uncertain future events which are not within the control of the entity, or current obligations
for which an outflow of resources is unlikely. Apart from those resulting from a business combination, they are not
recorded in the accounts but are disclosed, when appropriate, in the notes to the financial statements.
3.18. EMPLOYEE BENEFITS
Employee benefits deal with retirement indemnities (including defined contribution plans and defined benefit
plans), pension liabilities and other long-term benefits, mainly length-of-service awards. The other long term
benefits mainly relate to jubilees.
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Defined contribution plans refer to post-employment benefits under which the Group pays defined contributions to
various employee funds. Contributions are paid in exchange for the services rendered by employees during the
financial year. They are expensed as incurred and the Group has no legal or constructive obligation to pay
additional contributions in the event of insufficient assets.
Defined benefit plans refer to post-employment benefit plans other than defined contribution plans. These plans
constitute a future obligation for the Group for which a commitment is calculated. A provision is calculated by
estimating the value of benefits accumulated by employees in exchange for services rendered during the financial
year and in previous financial years.
Within the Group, post-employment benefits and other long-term benefits correspond to defined benefit plans.
Post-employment benefits
Post-employment benefits mainly correspond to retirement indemnities applicable in France and to internally held
pension plans in force in other European countries.
The Group’s plans are defined contribution plans and defined benefit plans which generally require, in addition to
the part financed by the Company, a contribution from each employee defined as a percentage of his or her
compensation.
The valuation of these benefits is carried out annually by independent actuaries. The actuarial method used is the
Projected Unit Credit Method.
Assumptions mainly include the discount rate, the long-term salary increase rate and the expected rate of the
retirement age. Statistical information is mainly related to demographic assumptions such as fatality, employee
turnover and disability.
Since January 1st, 2013, the Group applies the dispositions of IAS 19 amended “Employee Benefits”, which
introduces several modifications on the accounting of post-employment benefits, including:
- The recognition in the consolidated statement of financial position of all post-employment benefits granted
to employees of the Group. The “corridor” option and the possibility to amortize through the income
statement the cost of past services over the average vesting period have been cancelled;
- The undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in
an accounting period is recognized in that period through the income statement;
- The net interest on the net defined benefit liability or asset has to be determined using the same discount
rate as of the defined benefit obligation, at the beginning of the period;
- The remeasurements of the net defined benefit liability or asset, comprising: actuarial gains and losses,
return on plan assets and some changes in the effect of the asset ceiling must be booked as Other
Comprehensive Items (OCI). These impacts are presented in the consolidated statement of comprehensive
income.
These plans are characterized as follows:
- In France, employee benefits correspond to retirement indemnities established in accordance with collective
bargaining agreements (estimated based on a percentage of the last salary, according to the seniority and to
the applicable collective agreements);
- In Germany, employee benefits correspond to internally held pension plans, settled in the entities of the
SPIE GmbH sub-group;
- In Switzerland, employee benefits correspond to internally held pension plans, settled in the Swiss
companies;
- In the United Kingdom, pension plans are financed through independent pension funds and as such, do not
lead to any post-employment obligation recognition.
The value recorded in the statement of financial position for employee benefits and other long-term benefits
corresponds to the difference between the discounted value of future obligations and the fair value of plan assets
196
intended to cover them. The obligation corresponding to the net commitment thus established is recorded as a
liability.
The net financial cost of retirement indemnities, including the financial cost and the expected return on plan assets,
is recognized under "Net financial expenses". The operating expense is recorded in personnel expenses and
includes the cost of services provided during the year as well as the impacts of any plan changes, reductions or
liquidations.
Actuarial assumptions (economic and demographic) have been determined locally according to each concerned
country.
Quantitative information is detailed in Note 18.1.
Other long-term benefits
Other long-term benefits essentially include length-of-service bonuses in the form of "length-of-service awards".
The Group recognizes a liability in respect of awards acquired by employees as of December 31. This provision is
calculated according to methods, assumptions and frequency that are identical to those used for provisions for
retirement indemnities described above.
Actuarial gains and losses arising from the valuation of length-of-service awards are recognized immediately in
the income statement of the financial year of their occurrence.
Group profit sharing agreement
Sub-group optional profit sharing agreements were signed in 2013 within French entities and define the calculation
formula and terms for the profit sharing among beneficiaries. A liability is accrued for in personal expenses in
respect of the amount of profit to be shared at year-end, payable the year after.
Legal profit sharing agreement
SPIE Operations and all subsidiaries whose registered office is in France, directly or indirectly owned by more
than 50% and irrespective of the number of employees, have entered into a Group legal profit sharing agreement
dated June 6, 2005 in accordance with Articles L442-1 and seq. of the French Employment Code (Code du travail).
Free Performance Shares
The shareholders’ general meeting of SPIE SA on 25 May 2016, in its 20th extraordinary resolution, authorized,
under certain conditions, the grant of free existing or future shares, in favor of corporate officers or employees of
the Company or of companies related to the Company in the conditions set forth under article L. 225-197-2 of the
French Commercial Code.
The list of the beneficiaries of the Plan, as well as the number of free performance shares granted to each of them
were decided by the board of directors, upon proposal of the Compensation Committee, at its meeting of 28 July
2016.
The valuation and accounting principles applicable are defined in accordance with IFRS 2 "Share-based
payments". Performance shares represent employees benefits granted to their beneficiaries and, as such, constitute
additional remuneration paid by SPIE (see Note 8.2 Employee Cost).
As a non-cash transaction, benefits granted are recognized as an expense over the vesting period in return for an
increase in equity (see Note 17). They are valued by an external actuary on the basis of the fair value of the
performance shares, at the grant date.
NOTE 4. ADJUSTEMENTS ON PREVIOUS PERIODS: IFRS 5 STANDARD APPLICATION
The accounts for 2015 have been restated pursuant to IFRS 5 “Non-current assets held for sale and discontinued
operations” (see Note 11).
197
These restatements refer specifically to:
- the power transmission and distribution activities with ONEE (National Office of Electricity and drinking
water) client of SPIE Maroc (in Morocco) which discontinuity process was initiated in March 2016;
- the French entity Sono Technic, subsidiary of SPIE Sud-Ouest. The disposal process was initiated in
November 2016 and was still in progress as at December 31, 2016;
- the entity SPIE IFS AG (previously SPIE Schweiz AG) located in Switzerland was acquired on September
6, 2013, together with the Services Solutions activity of the Hochtief Group. The disposal process was
initiated in November 2016 and was still in progress as at December 31, 2016;
- activities in "Housing market Projects” of the French company SPIE Ile-de-France Nord-Ouest. The
discontinued process was initiated in the second half of the year 2016 and is planned to be finalized within
2017;
- the activity "logistics and integration of communications equipment and systems" of SPIE Infoservices, the
French subsidiary of SPIE ICS Sas, planned to be sold since the second half of 2016.
The financial statements of December 31, 2015 presented in comparison to December 31, 2016 are restated in
accordance to the present Note 4.
Significant events of the period
NOTE 5. SIGNIFICANT EVENTS
5.1. EXTERNAL GROWTH
On September 12, 2016, SPIE announced the Group completed its 100th bolt-on acquisition in ten years.
Since 2006, SPIE has spent a portion of its available cash flow each year on a regular stream of small and
medium-sized acquisitions, helping it to broaden the range of services it offers, densify its presence across its
network, and reinforce its close relationship with its clients. These “quasi-organic” acquisitions, representing a
total revenue of more than €1.5 billion, have made a significant contribution to the Group's growth and results.
During the financial year ended December 31, 2016 in particular, the Group carried out 10 acquisitions,
representing an acquired revenue of approximately € 263 million (see Note 6).
5.2. LEGAL INTEGRATION PROCESS IN SWITZERLAND
In order to have a dedicated management for the Swiss Market, the decision was taken to add a country
management to the structure being responsible for the total of the Swiss entities.
To accompany the management structure and simplify the administrative process the final aim is to create one
legal entity in Switzerland with three divisions which will combine activities of the following existing Swiss
entities :
- SPIE ICS AG, held on January 1st, 2016 by the French company SPIE Operations;
- SPIE MTS SA (previously SPIE SUISSE SA) and its 5 subsidiaries, held on January 1st, 2016 by the
French company SPIE Sud-Est.
To achieve this aim, two phases have been defined:
Phase I
A new Swiss entity, SPIE Schweiz AG as a Holding company, has been incorporated by SPIE Operations on
August 2016.
Separation of the companies SPIE ICS AG and SPIE MTS SA from their former shareholders was realized on
December 20, 2016. This means the transfer of the full ownership from respectively SPIE Operations and SPIE
Sud-Est to the new created Swiss entity SPIE Schweiz AG.
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Phase II
An upstream merger of all Swiss entities into SPIE Schweiz AG is planned during 2017, based on audited statutory
financials statements as per 31 December 2016 with retroactive effect as from 1 January 2017.
NOTE 6. ACQUISITIONS AND DISPOSALS
Changes in scope of consolidation include:
- companies acquired during the period;
- companies acquired during previous periods, which do not have the operational resources necessary to
prepare financial statements in line with Group standards within the time allocated. These companies are
included in the Group's scope of consolidation once the financial information is available;
- newly created entities.
6.1 CHANGES IN SCOPE
6.1.1. COMPANIES ACQUIRED DURING PREVIOUS PERIOD
SPIE Sud-Est acquired on December 18th, 2015 a French company Thermat, specialized in heating, plumbing and
ventilation for a global amount € 1.21 million. Located in Haute-Savoie (France), Thermat, which employs 14
people, achieved sales revenues amounting approximately to € 2 million in 2015.
SPIE Sud-Est also acquired on December 22nd, 2015 a French company Entreprise Villanova for a global amount
of € 1.17 million. Specialized in high and low voltage electrical installations, it operates in the sector of the new
collective housing. Located in Puy de Dôme (France), Entreprise Villanova, which employs 20 people, achieved
sales revenues amounting approximately to € 2 million in 2015.
These two companies have been consolidated since January 1st, 2016.
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6.1.2. ACQUISITIONS OF THE PERIOD
Country Type of
inclusion
Date of
inclusion
Consolidation
Method
% of
interest
% of control
New entities / activities of the Group
Sub-group Jansen Venneboer :
Jansen Venneboer Advies B.V Netherlands Acquisition 2016-01-01 F.C. 100 100
Jansen Venneboer
Beheermaatschappij B.V Netherlands Acquisition 2016-01-01 F.C. 100 100
Jansen Venneboer B.V Netherlands Acquisition 2016-01-01 F.C. 100 100
Jansen Venneboer Beheer &
Onderhoud B.V Netherlands Acquisition 2016-01-01 F.C. 100 100
Sub-group Hartmann :
Hartmann Elektrotechnik GMBH
(renamed SPIE Hartmann GmbH) Germany Acquisition 2016-01-08 F.C. 100 100
AM Allied Maintenance GmbH Germany Acquisition 2016-01-08 E.M. 25 25
HE Hanse Projektmanagement
GmbH Germany Acquisition 2016-01-08 F.C. 100 100
CRIC Belgium Acquisition 2016-01-29 F.C. 100 100
GPE Technical Services B.V Netherlands Acquisition 2016-02-16 F.C. 100 100
Sub-group RDI :
Société Financière du Languedoc -
Sofilan France Acquisition 2016-05-17 F.C. 100 100
Repro Diffusion Informatique
(RDI) France Acquisition 2016-05-17 F.C. 100 100
Application Développement
Informatique (ADI) France Acquisition 2016-05-17 F.C. 100 100
SPIE ICS GmbH Germany Acquisition 2016-06-24 F.C. 100 100
Sub-group Agis :
Agis Fire & Security of Finland Finland Acquisition 2016-08-31 F.C. 100 100
Agis Fire & Security of Hungary Hungary Acquisition 2016-08-31 F.C. 100 100
Agis Fire & Security SP Z.O.O.
Poland Poland Acquisition 2016-08-31 F.C. 100 100
Sub-group Comnet :
Comnet Berlin GmbH Germany Acquisition 2016-09-01 F.C. 100 100
Comnet Hanse GmbH Germany Acquisition 2016-09-01 F.C. 100 100
Comnet Isernhagen GmbH Germany Acquisition 2016-09-01 F.C. 100 100
Comnet Region Mitte Kassel
GmbH Germany Acquisition 2016-09-01 F.C. 100 100
Comnet Rhein Neckar Mannheim
GmbH Germany Acquisition 2016-09-01 F.C. 100 100
Comnet West GmbH Germany Acquisition 2016-09-01 F.C. 100 100
GfT - Gesellschaft für Elektro- und
Sicherheitstechnik Germany Acquisition 2016-09-30 F.C. 100 100
Sub-group TRIOS :
Triosgroup Limited United
Kingdom Acquisition 2016-11-04 F.C. 100 100
Trios Property Limited United
Kingdom Acquisition 2016-11-04 F.C. 100 100
Trios Compliance Limited United
Kingdom Acquisition 2016-11-04 F.C. 100 100
Trios Skilz Limited United
Kingdom Acquisition 2016-11-04 F.C. 100 100
Trios Secure Limited United
Kingdom Acquisition 2016-11-04 F.C. 100 100
Trios Facilities Limited United
Kingdom Acquisition 2016-11-04 F.C. 100 100
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Country Type of
inclusion
Date of
inclusion
Consolidation
Method
% of
interest
% of control
Sub-Group Alewijnse:
Alewijnse Zwolle B.V. Netherlands Acquisition 2016-11-21 F.C. 100 100
Alewijnse Utrecht B.V. Netherlands Acquisition 2016-11-21 F.C. 100 100
Alewijnse Delft B.V. Netherlands Acquisition 2016-11-21 F.C. 100 100
* F.C.: Full Consolidation, E.M : Equity Method.
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- On January 1st, 2016 SPIE Nederland acquired the Deutsch group Jansen Venneboer in engineering,
inspection and maintenance management, Jansen Venneboer manufactures, renovates and maintains
electromechanical facilities, bridges, flood defenses and sluice gates. The company has 96 employees and
has generated annual revenues of approximately € 18 million in 2015. The transferred counterpart stands at
€ 3 million.
- On January 8, 2016 SPIE GmbH fulfilled the acquisition of Hartmann Elektrotechnik GmbH, in
Germany. Created in 1945 in Hamburg, Hartmann Elektrotechnik, which employs more than 300
employees operating from 6 locations across Germany, provides a wide range of ICT and Mechanical &
Electrical services, which allowed it to achieve revenues of approximately € 38 million in 2015. The
transferred counterpart stands at € 16.7 million.
- On January 29, 2016, SPIE Belgium acquired the Belgium company CRIC (Climatisation Réfrigération
Industrielle & Commerciale, Air conditioning Industrial and commercial refrigeration) specialized in
installation and maintenance of HVAC (heating, ventilation and air conditioning). Founded in 1997, this
company based near Charleroi (Belgium) employs a staff of approximately thirty employees and generated
revenues of approximately € 4 million in 2015. The transferred counterpart stands at € 3.9 million.
- On February 16, 2016, SPIE Nederland acquired the Deutsch company GPE Technical Services.
Specialized in steam and condensate systems, GPE Technical Services employs 7 employees and generated
revenues of approximately € 1 million in 2015. GPE is thus working on the controlling of 6.000
condensation traps for a petrochemical plant in the Europoort area in Rotterdam. The experts of GPE
perform measurements and carry out the maintenance of condensation traps and are able to detect sources
of potential energy loss. The transferred counterpart stands at € 0.4 million.
- On May 17, 2016 SPIE ICS (France) acquired the French group RDI. Founded in 1986, the RDI group has
expanded from its historic site in Nîmes, to reach in 2015 revenues of circa 36 million euros. The company
employs around 180 employees, on three sites: Nîmes, Nice, and Gemenos (Marseille). The transferred
counterpart stands at € 8.9 million.
- On June 24, 2016, SPIE GmbH acquired the Germany company SPIE ICS GmbH (formerly named
Rheinsee 518. V V GmbH), which has no activity yet. The transferred counterpart stands at € 25 thousand.
- On August 31, 2016, SPIE acquired, through its German subsidiary SPIE GmbH, the AGIS Fire & Security
Group (hereafter “AGIS”). Headquartered in Warsaw, AGIS has been active in its markets for about 40
years and provides all services from consultancy, conception and design, through to installation and
servicing of fire protection, security and building technology solutions mainly in Poland and Hungary. With
about 200 employees, AGIS generated total revenues of 28 million Euros in fiscal year 2015. The
transferred counterpart stands at € 10 million.
- On September 1st, 2016, SPIE GmbH, a fully-owned subsidiary of SPIE group, acquired several companies
of the COMNET group ("COMNET"). COMNET was founded in 1991 and provides solutions and services
in the areas of IT, telecommunications and security. With close to 160 highly qualified employees at eight
locations in Germany, COMNET generated revenues of circa 30 million euros in 2015. The transferred
counterpart stands at € 11.9 million.
- On September 30, 2016, SPIE GmbH, a fully-owned subsidiary of SPIE group, acquired Gesellschaft für
Elektro- und Sicherheitstechnik GmbH ("GfT"). GfT, established in Essen in 1997, provides services in the
areas of safety engineering, fiber optics, data technology and electrical engineering. With 60 highly
qualified employees, GfT generated revenues of approximately 17 million euros in 2015. The transferred
counterpart stands at € 16.7 million.
- On November 4, 2016, SPIE UK acquired the TRIOS group in the United Kingdom. Originating from a
family-owned business established in 1919, Trios Group has grown into a UK national provider of technical
facilities maintenance services operating in a broad range of sectors, including commercial, health, leisure
and retail. With approximately 690 employees across five regional offices, Trios Group generated revenues
of circa 60 million sterling in 2015 (i.e. around 82 million of euros). The transferred counterpart stands at £
21.4 million, i.e. € 26.4 million.
- On November 21, 2016, SPIE Nederland acquired Alewijnse Technisch Beheer ("Alewijnse TB").
Alewijnse TB, a division of the Alewijnse Group, is a technical services provider focusing on the technical
management of building-related installations, with a particular expertise in installation and maintenance of
electrical equipments. With more than 200 employees and branches in Delft, Utrecht and Zwolle, Alewijnse
202
TB generates annual revenues of approximately €33 million. The transferred counterpart stands at € 6.5
million.
6.1.3. COMPANIES TEMPORARILY HELD AS FINANCIAL ASSETS IN 2016
- On November 30, 2016, SPIE acquired the Environmental Engineering Ltd ("EE") group in the United
Kingdom. EE specializes in HVAC, mechanical and electrical engineering services within the food and
beverage industry. Its expertise ranges from small single-component works to holistic turnkey solutions.
The EE group achieved a full-year March 2016 revenue of approximately £ 19 million sterling (i.e. around
€ 24 million). The transferred counterpart stands at £ 6.7 million, i.e. € 7.9 million.
- On December 8, 2016 SPIE acquired the Belgium company Tevean. Established in 1950 and located in
Zelzate (East Flanders), Tevean designs, builds and maintains electrical, security and fire protection
systems for buildings. Tevean's clients operate in the non-residential, healthcare and industrial sectors. The
company employs 50 people and generated sales of circa 9 million euros in 2015. The transferred
counterpart stands at € 7.5 million.
- On December 9, 2016, SPIE acquired the Aaftink group of companies in the Netherlands. The Aaftink
group of companies ("Aaftink") is located in Abcoude and specializes in the design, installation,
maintenance and repair of building-related systems for retail clients. With 80 employees, Aaftink generates
annual revenue of approximately €12 million. The transferred counterpart stands at € 2.2 million.
6.1.4. NEWLY CONSOLIDATED COMPANIES
The Group consolidated for the first time the SPIE Facilities (formerly named SPIE 911) and SPIE Citynetworks
(formerly ST4) entities during the second half of 2016. These entities with no activity in 2016 were created
respectively on December 19, 2011 and on November 30, 2000 (see Note 26.3).
The Group created on November 10, 2015 the company SPIE OGS JBL Ltd in Dubai (United Arab Emirates). This
dormant company since 2015 was consolidated in the Group’s financial statements for 2016.
6.1.5. NEWLY CREATED COMPANIES
The Group created on September 20, 2016, the SPIE Schweiz A.G. company in Switzerland. This entity has been
consolidated for the publication of the Group’s financial statements as of December 31, 2016.
6.1.6. COMPANIES LIQUIDATED OR DIVESTED IN 2016
On June 13, 2016, SPIE Group has signed a disposal agreement for TecnoSPIE SA located in Portugal. The sale
was completed on July 6, 2016, once the condition precedents have been released.
On August 22, 2016 SPIE OGS liquidated the Ipedex Snd Bhd (Brunei). The liquidation was effective and without
significant incidence in the Group’s 2016 accounts.
On August 25, 2016 the Group disposed the SPIE Czech S.R.O. company. This entity had no activity since 2014.
The disposal was effective and without significant incidence in the Group’s 2016 accounts.
6.2 CHANGES IN METHOD
After applying IFRS 11, Sonaid located in Angola, which were previously consolidated under the full
consolidation method is now consolidated under the equity method since the Group lost the decision-making
control during the first half of 2016 (see Note 20.8).
203
6.3 IMPACT OF NEWLY CONSOLIDATED COMPANIES
The impact of the new consolidated companies in the Group’s financial statement is presented hereafter:
In thousands of euros
Jansen
Venneboer
Group
Hartmann
Group
RDI
Group
AGIS
Group
COMNET
Group
TRIOS
Group
Alewijnse
Group
Other
acquisi-
tions
Total
Acquisi-
tions
2016
PPA
Adjustments
(IFRS 3R)
Total
after
adjusments
Intangible assets 327 6,709 4,035 153 30 - 3 1,866 13,123 0 13,123
Property, plant and
equipment 356 527 608 296 677 2,248 200 213 5,126 78 5,204
Investments in companies
accounted for under equity
method
- (0) - - - - - - (0) - (0)
Financial assets - 9 354 43 76 - - 12 494 1 495
Deferred tax assets 6 430 420 510 257 41 - 80 1,744 262 2,006
Other non-current assets - - - - - - - - - - -
Current assets 4,413 11,294 7,242 10,250 5,721 24,463 7,277 9,018 79,678 (1,549) 78,129
Cash and cash equivalents 68 5,086 5,943 2,178 893 1,088 26 8,507 23,790 1,573 25,363
Total assets acquired at
fair value 5,170 24,055 18,602 13,431 7,654 27,840 7,506 19,696 123,955 365 124,320
Equity attributable to non-
controlling interests - 0 - (1) - 0 - - (0) (2,460) (2,460)
Long-term borrowings - - (910) - - (878) - (250) (2,038) 841 (1,197)
Other non-current liabilities (26) (68) (853) (104) (66) - - (13) (1,130) (61) (1,191)
Deferred tax liabilities (92) (2,154) (1,374) (44) - (48) - (606) (4,317) - (4,317)
Short-term borrowings - - (1,199) (1,108) (1,779) (553) (1,068) (100) (5,807) (846) (6,652)
Other current liabilities (4,917) (10,313) (9,555) (6,797) (9,777) (14,281) (5,818) (9,317) (70,775) (1,566) (72,341)
Total liabilities assumed
at fair value (5,035) (12,535) (13,891) (8,052) (11,622) (15,760) (6,886) (10,286) (84,066) (4,092) (88,158)
Transferred counterpart 2,902 16,676 8,902 9,985 11,964 23,827 6,500 21,450 102,206 (1,643) 100,562
Recognized goodwills 2,767 5,156 4,191 4,605 15,932 11,747 5,880 12,040 62,317 2,084 64,401
The column “PPA Adjustments (IFRS 3R)” includes the goodwill adjustments related to the purchase price
allocation of Thermat and Villanova, acquired in December 2015, to the price addition of Cromm and to the earn
out of Leven paid in 2016 (see Note 14.1).
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Segment information
NOTE 7. SEGMENT INFORMATION
Summarized information intended for strategic analysis by general management of the Group for decision-making
purposes (the concept of chief operating decision-maker in accordance with IFRS 8) is based on revenue (as per
management accounts) and EBITA indicators broken down by operating segment.
7.1. INFORMATION BY OPERATING SEGMENT
Revenue (as per management accounts) represents the operational activities conducted by the Group's companies,
while consolidating subsidiaries that have minority shareholders on a proportionate basis or using the equity
method.
EBITA, as per management accounts, is the Group operating result. It is calculated before amortization of
allocated goodwill (brands, backlogs and customers). The margin is expressed as a percentage of revenue (as per
management accounts).
In millions of euros France
Germany
and Central
Europe
North-
Western
Europe
Oil & Gas
and Nuclear Holdings TOTAL
2016
Revenue (as per management accounts) 2,253.5 927.0 1,374.3 589.6 - 5,144.5
EBITA 157.3 45.2 67.4 62.6 19.9 352.4
EBITA as a % of revenue (as per
management accounts) 7.0% 4.9% 4.9% 10.6% n/a 6.8%
2015 Restated*
Revenue (as per management accounts) 2,274.4 892.4 1,303.3 793.9 - 5,264.0
EBITA 158.8 35.8 60.4 77.0 20.6 352.7
EBITA as a % of revenue (as per
management accounts) 7.0% 4.0% 4.6% 9.7% n/a 6.7%
*Comparative data for 2015 have been restated, See Note 4
Reconciliation between revenue (as per management accounts) and revenue under IFRS
In millions of euros 2015 Restated 2016
Revenue (as per management accounts) 5,264.0 5,144.5
Sonaid (a) 105.5 (14.3)
Holding activities (b) 30.9 23.0
Others (c) (1.2) 2.5
Revenue under IFRS 5,399.2 5,155.7
(a) Sonaid is consolidated on a proportionate basis in the management accounts since the loss of control by the
Group during the first half of 2016.
(b) Non-Group revenue from the SPIE Operations Group and other non-operational entities.
(c) Re-invoicing of services provided by Group entities to non-managed joint ventures; re-invoicing to non-
Group entities that do not correspond to operational activity (essentially re-invoicing of expenses on
account); revenue from entities consolidated under the equity method, or pending consolidation companies.
205
Reconciliation between EBITA and consolidated operating income
In millions of euros 2015
Restated 2016
EBITA 352.7 352.4
Amortization of intangible assets (allocated goodwill) (36.1) (33.5)
Discontinued activities and restructuring costs (a) (17.7) (16.7)
Financial commissions (1.8) (1.8)
Non-controlling interests (b) 3.6 0.1
IPO / ESP (c) (29.6) -
Others (d) (1.4) 2.4
Consolidated Operating Income 269.6 302.7
(a) Costs relating to reorganizations in France, in the United Kingdom and in Switzerland.
(b) Non-controlling interests correspond to Group’s Share of SONAID’s operating income (55%) in 2016 and
non-group share (45%) in 2015. In the Group’s IFRS consolidated accounts, SONAID is equity-accounted
since January 1st, 2016 and was fully consolidated before, whereas it is accounted proportionally in the
Group’s EBITA in both periods.
(c) Costs relating to the Initial Public Offering and to the employees shareholders plan.
(d) The « Others » items mainly correspond to the technical capital gain recognized when changing the
consolidation method of Sonaid, according to the IFRS 11 application; it also relates to release of a non-
used earn-out provision, and the recognition of a loss for the free share plan allocation, in compliancy with
the IFRS 2 standard. Finally, it also includes costs related to external growth projects.
7.2. PRO-FORMA INDICATORS
Pro-forma indicators are intended to provide a more comprehensive economic vision which incorporates the
income statement over 12 months of companies acquired during the financial year irrespective of the initial
consolidation date.
In millions of euros 2015 Restated 2016
Revenue (as per management accounts) 5,264.0 5,144.5
Pro-forma adjustments (12 months effect of acquisitions) 53.5 195.9
Pro-forma revenue (as per management accounts) 5,317.5 5,340.4
EBITA 352.7 352.4
Pro-forma adjustments (12 months effect of acquisitions) 0.8 6.7
EBITA pro-forma 353.5 359.0
As a % of pro-forma revenue 6.6% 6.7%
7.3. NON-CURRENT ASSETS BY ACTIVITY
Non-current assets include intangible assets, property, plant and equipment, and goodwill allocated to Cash
Generating Units.
In thousands of euros France Germany & CE North-Western
Europe
Oil & Gas -
Nuclear Holdings TOTAL
December 31, 2016 275,179 301,026 153,894 37,735 2,316,797 3,084,630
December 31, 2015 271,582 264,455 143,938 43,971 2,327,078 3,051,024
206
7.4. PERFORMANCE BY GEOGRAPHIC AREA
Revenue under IFRS is broken down by geographical location of customers.
In thousands of euros France Germany Others TOTAL
2016
Revenue under IFRS 2,613,528 737,442 1,804,729 5,155,699
2015 Restated
Revenue under IFRS 2,649,834 695,515 2,053,900 5,399,249
7.5. INFORMATION ABOUT MAJOR CUSTOMERS
No customer individually represents 10% or more of the Group’s consolidated revenue.
207
Notes to the consolidated income statement
NOTE 8. OTHER OPERATING INCOME AND EXPENSES
8.1. OPERATING EXPENSES
In thousands of euros Note 2015
Restated 2016
Purchases consumed (1,028,476) (830,014)
External services (2,059,818) (2,066,745)
Employee cost 8.2 (2,014,836) (1,956,412)
Taxes (48,460) (41,140)
Net amortization and depreciation expenses and provisions (21,429) (32,852)
Other operating income and expenses 59,262 56,616
Operating expenses (5,113,758) (4,870,546)
8.2. EMPLOYEE COST
Breakdown of employee cost
In thousands of euros Note 2015
Restated 2016
Wages and salaries (a) (1,428,335) (1,382,499)
Social security costs (565,890) (554,718)
Employee benefits (b) (10,087) (8,337)
Employee profit-sharing (10,524) (10,858)
Employee costs (2,014,836) (1,956,412)
(a) The CICE (French State’s credit for competitiveness and employment) total benefit accounted for in the
income statement in 2016, booked as a deduction from personnel costs, amounts to € 26,566 thousand
(against € 27,105 thousand in 2015). These amounts were calculated including the payments and liabilities
accounted for during the period and relating to eligible compensations.
(b) Employee benefits include the share of long-term post-employment benefit reserved for retirement benefit.
Free Performance Shares
The information relating to the features of the free performance shares are presented here below:
2015 2016
Number of beneficiaries 420
Acquisition date 2019-07-28
Number of granted shares under performance conditions 1,098,155
Number of granted shares cancelled -
Number of granted shares under performance conditions at year end - 1,098,155
The vesting of performance shares is under condition of presence of the beneficiary throughout the three-year
duration of the acquisition period.
Thus, the fair value valuation of the performance shares takes into consideration a turnover rate of the
beneficiaries as read per country in the employers companies.
The number of performance shares, to which the fair value applied for the calculation of the IFRS 2 expense, is
adjusted by taking into consideration the estimation of the probabilities of achieving financial performance
conditions.
The acquisition of the allocated shares is subject to three financial performance conditions:
- two internal conditions (non-market)
208
• a condition on Average Annual Growth Rate (AAGR) of EBITA over the period 2016-2018
• a condition on Cash Conversion Rate (CCR) of EBITA over the period 2016-2018
- one external condition, linked to a Total Shareholder Return (TSR) target for the SPIE shares over the
period 2016 – 2018 compared to the median TSR of the companies included in the SBF 120 index.
The 420 beneficiaries are divided into two groups, each with a specific plan:
- the first group corresponding to the Executive Committee of SPIE Group and CEO of the French
subsidiaries;
- the second group corresponding to others beneficiaries bound with any of the Group companies by an
employment contract.
The weights to be applied to internal and external allocation rates are as follows:
Internal
Criteria
External
Criteria
Executive Committee of SPIE Group and CEO of French subsidiaries 65.0% 35.0%
Others 80.0% 20.0%
The fair value of the performance shares, valued to € 12,360 thousand at the grant date of September 19th, 2016, is
amortized over the three-year vesting period.
Thus, a charge for an amount of 1,751 thousand euros was booked in 2016.
Applicable taxes and employers contributions, due by employer companies in their own countries, have been
accrued as expenses for an amount of € 296 thousand in 2016.
Breakdown of average number of Group employees
2015 2016
Engineers and executive management 6,989 7,097
Lower and middle management 17,510 17,989
Other employees 13,584 13,780
Average number of Group employees 38,083 38,866
Headcount does not include any temporary workers.
8.3. OTHER OPERATING INCOME (LOSS)
Other operating income and expenses break down as follows:
In thousands of euros Notes 2015
Restated 2016
Business combination acquisition costs (a) (1,158) (2,369)
Net book value of financial assets and security disposals (b) (4,643) 4,922
Net book value of assets (3,234) (8,293)
Other operating expenses (c) (52,547) (23,243)
Total other operating expenses (61,582) (28,982)
Gain on security disposals (d) 1,061 282
Gains on asset disposals 2,713 8,314
Other operating income (e) 10,184 4,331
Total other operating income 13,958 12,927
Other operating income and expenses (47,624) (16,055)
209
(a) In 2016 “Business combination acquisition costs” relate to the acquisitions of Hartmann by SPIE GmbH, of
Leven and Trios by SPIE UK, to the acquisition of Jansen Venneboer by SPIE Nederland and to the
acquisitions of the RDI group by SPIE ICS (formerly SPIE Communications).
(b) In 2016, the net book value of financial assets and security disposals corresponds mainly to the IFRS
impact of the loss of control of Sonaid entity and to the recognition of these shares under the equity
method, for an amount of € 5,260 thousands. The 2015 amount corresponded to the liquidation of shares
held by S.B T.P. in Chile (for € 2,918 thousand) and to the disposal of the Stadion Nürnberg Betriebs
GmbH entity.
(c) In 2016, the “other operating expenses” mainly correspond to the reorganization costs in France, in
Switzerland and in the UK.
In 2015, they corresponded to:
(i) the June 2015 IPO related costs for € 2 124 thousand;
(ii) the employer matching contribution paid by the Group in connection with employees subscription to
the shareholders plan for a total amount of € 23,787 thousand (including roadshow costs);
(iii) the booking of a provision amounting to € 13,663 thousand for an onerous contract at the date
control was obtained in the United Kingdom and relating to an arbitrary procedure initiated by the
Secretary of State for Defense;
(iv) Costs related to uncompleted external growth projects, to restructuring or penalty costs.
(d) The gains on security disposals corresponded in 2015 to the disposal of Stadion Nürnberg Betriebs GmbH.
In 2016, they relate to the disposal of Concept ERP shares held by Sofilan (RDI Group acquired by SPIE
ICS in 2016).
(e) The « other operating income » mainly corresponds to penalties received and to write backs on provisions.
In 2015, the other non-current income included a write back of provisions on the shares of the Chilean
entity of S.B.T.P. disposed for an amount of € 2,917 thousand, and the write back of provision on the
disposed SAEIV activity for an amount of € 4,000 thousand. In 2016, the non-current income mainly
include the earn out of the ENS entity which has not been paid, for an amount of € 2,563 thousands.
NOTE 9. NET FINANCIAL COST AND FINANCIAL INCOME AND EXPENSES
Cost of net debt and other financial income and expenses are broken down in the table below:
In thousands of euros Notes 2015
Restated 2016
Interest expenses (75,469) (38,745)
Interest expenses on financial leases (675) (560)
Interest expenses on cash equivalents (164) (80)
Interest expenses and losses on cash equivalents (76,309) (39,385)
Interest income on cash equivalents 1,260 91
Net proceeds on sale of marketable securities 79 95
Gains on cash and cash equivalents 1,339 186
Costs of net financial debt (a) (74,970) (39,199)
Loss on exchange rates (b) (44,790) (28,513)
Allowance for financial provisions for pensions (4,837) (4,688)
Other financial expenses (77,795) (1,359)
Total other financial expenses (127,422) (34,559)
Gain on exchange rates 27,969 20,337
Reversal of financial provisions for pensions 20 -
Gains on financial assets excl. cash and cash equivalents 140 43
Allowance / Reversal on financial assets 2,786 127
Other financial income 3,621 945
Total other financial income 34,536 21,451
Other financial income and expenses (92,886) (13,108)
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(a) The variation between 2015 and 2016 (€ 35.7 million) is due to interest charges related to the loans fully repaid during
the Group IPO in June 2015, and to the fact that the 2015 financial result includes the costs arising from the repayments
of the period.
(b) The variation of the exchange rate between pound sterling and euro during 2016 contributed to losses on exchange rates
up to a net amount of approximately € 16 million, without any significant cash impact.
NOTE 10. INCOME TAX
10.1. TAX RATE
Tax rate
In France, an additional contribution tax of 5%, applicable to profits for 2011 and 2012, then prorogued to 10.7%
on profits for 2013, 2014 and 2015, increases the ordinary tax rate in force to 38.0% (from € 250 million revenue
and above) for the 2013, 2014 and 2015 periods. This rate is not extended to fiscal years ending on December 31,
2016.
The non-extension of the additional contribution has no impact on the tax rate used by the Group for calculating
deferred taxes of French entities, as the Group already applies an ordinary tax rate at 34.43%.
Furthermore, prevailing tax rates in the main European countries in Group businesses are the followings:
Income tax rate used by the Group 2015 2016
France 34.43% 34.43%
Germany 31.50% 31.50%
United Kingdom 20.00% 20.00%
Belgium 33.99% 33.99%
Netherlands 25.00% 25.00%
Switzerland 21.00% 21.00%
10.2. CONSOLIDATED INCOME TAX EXPENSE
Income taxes are detailed as follows:
In thousands of euros 2015
Restated 2016
Income tax expense reported in the income statement
Current income tax (74,002) (76,369)
Deferred income tax (a) 16,550 28,455
Total income tax reported in the income statement (57,452) (47,914)
Income tax expense reported in the statement of comprehensive
income
Net (loss)/gain on cash flow hedge derivatives (5,197) (112)
Net (loss)/gain on post-employment benefits (40) 4,275
Total income tax reported in the statement of comprehensive income (5,237) 4,163
(a) The Group’s deferred tax at 31 December 2016 has been revalued mainly following the adoption of the
2017 Finance Act in France, which provides for a reduction in the corporate income tax rate from 33.33%
to 28% for all companies from 2020. The impact for the Group relates to the deferred taxes scheduled
from 2020 on, and in particular from one hand to the deferred tax based on the intangible assets, limited to
the SPIE brand (which generates a positive impact on the net income of € 43.8 million) and on the other
hand, to the deferred taxes based on pension provisions (which generates a negative impact on the net
income of € 8.0 million).
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10.3. DEFERRED TAX ASSETS AND LIABILITIES
Before offsetting deferred tax assets and liabilities by fiscal entity, the components of deferred tax are as follows:
In thousands of euros Assets Liabilities Dec 31, 2016
Derivatives
(13) (13)
Employee benefits 79,194 79,194
Provisions for contingencies and expenses non-deductible for tax
purpose 30,790 30,790
Tax loss carry forward 67,760 67,760
Revaluation of long-term assets 26,440 (245,542) (219,102)
Deferred tax liabilities on finance leases 55 (980) (925)
Other temporary differences 31,126 (21,310) 9,815
Total deferred tax -net 235,364 (267,845) (32,482)
Deferred tax assets and liabilities by nature for 2015 are detailed below:
In thousands of euros Assets Liabilities Dec 31, 2015
Restated
Derivatives 99 99
Employee benefits 81,586 81,586
Provisions for contingencies and expenses non-deductible for tax
purpose 33,447 33,447
Tax loss carry forward 76,002 76,002
Revaluation of long-term assets 24,577 (291,321) (266,744)
Deferred tax liabilities on finance leases 216 (1,015) (799)
Other temporary differences 28,685 (18,039) 10,646
Total deferred tax -net 244,613 (310,375) (65,762)
The breakdown of deferred tax variations for the period according to their impact on the income statement or on
the statement of financial position is the following:
Variations 2016
In thousands of euros 31 Dec.
2015
Restated
Income
statement
Equity &
OCI
Translation
differences
Reclassific
ations
Other/
Changes in
scope
(a)
31 Dec.
2016
Derivatives 99
(112) (13)
Employee benefits (b) 81,586 (6,926) 4,276 31 227 79,194
Provisions for contingencies
and expenses non-deductible for
tax purpose
33,447 (2,732) (117) 191 30,790
Tax loss carry forward (c) 76,002 (6,488) (1,902) 148 67,760
Revaluation of long-term assets
(d) (266,744) 44,602 5,200 (65) (2,095) (219,102)
Deferred tax liabilities on
finance leases (799) (118) (8) (925)
Other temporary differences
(e) 10,646 117 0 197 65 (1,210) 9,815
Total deferred tax -net (65,762) 28,455 4,164 3,400 - (2,739) (32,482)
(a) The « others / changes in scope » mainly correspond to the deferred taxes provided by the incoming entities
of the Group during the year, and to the ongoing process of purchase price allocation;
(b) The € (6,926) thousand accounted for in the income statement include the impact of the change on Income
Tax applicable from 2020 on (2017 Finance Act in France – see footnote of Consolidated Income
Statement) for an amount of € (8,016) thousand;
(c) The tax loss carry-forward impacting the income statement mostly derive from the Group’s deferred losses
used during the year (and in particular in the SPIE SA holding, which carries the tax grouping, see Note
212
10.4), and to the recognition as asset of the whole tax loss carry-forwards of the United-Kingdom
companies;
(d) The € 44,602 thousand accounted for in the income statement include the impact of the change on Income
Tax applicable from 2020 on (2017 Finance Act in France) for an amount of € 43,855 thousand, mainly on
the Group’s intangible assets;
(e) The “Other temporary differences” include the other differences such as restatements related to the IFRIC
21 application, or restatements on currency translations.
10.4. TAX LOSS CARRIED FORWARD
Tax losses carried forward within the tax group in France amount to € 113,989 thousand. They have been
recognized as deferred tax assets for € 37,396 thousand. The timeline for the relief of carry forward tax deficits, by
allocation to predictable profits of the SPIE SA tax group, has been estimated at 3 years.
As at December 31, 2016, unrecognized tax losses in France amount to € 75,052 thousand and concern mainly pre-
integration losses in the Group’s French subsidiaries.
All tax losses carried forward in the United-Kingdom amount to £ 82,067. The timeline for the relief of carry
forward tax deficits, by allocation to predictable profits of the SPIE SA tax group, has been estimated at less than 5
years. The amount of deferred tax assets finally recognized is of £ 16,413 thousand (i.e. € 19,548 thousand).
The deferred tax assets corresponding to the tax losses carried forward in Germany were fully accounted for
€ 8,052 thousand, on a basis of a 5 years plan relief.
All tax losses carried forward relating to the SPIE ICS in Switzerland, amount in basis as at December 31, 2016 to
10,532 thousands of Swiss Francs (CHF) (i.e. € 9,800 thousand). They have been subject to the recognition of
deferred tax assets fully accounted for an amount of CHF 2,212 thousand (i.e. € 2,058 thousand).
10.5. RECONCILIATION BETWEEN PROVISION FOR INCOME TAXES AND PRE-TAX INCOME
In thousands of euros 2015 Restated 2016
Consolidated net income 38,304 184,032
(-) Net income from discontinued operations 6,037 18,482
Provision for income taxes 57,452 47,914
Pre-tax income 101,793 250,428
(-) Net income (loss) from companies accounted for under the
equity method (379) (426)
Pre-tax income excl. companies accounted for under the equity
method 101,414 250,001
Theoretical French statutory tax rate 34,43% 34,43%
Theoretical tax charge (34,917) (86,076)
Permanent differences and other differences (2,441) (1,043)
French CVAE (a) (13,808) (13,171)
Tax loss carry forward (10,630) 13,081
Difference between French and foreign income tax rates 7,790 4,156
Difference on French income tax rate (2017 Finance Act) - 35,839
Tax provisions (b) (3,446) (701)
Net provision for income taxes (57,452) (47,914)
Effective tax rate 56.44% 19.13%
Effective tax rate excluding French CVAE (c) 35.75% 11.11%
(a) In France, the Company value-added contribution ("Cotisation sur la Valeur Ajoutée des Entreprises” -
CVAE) is due based on added value stemming from individual financial statements. The Group opted for
the option of booking CVAE in income tax in order to ensure consistency with the accounting treatment of
similar taxes in other countries. Accordingly, CVAE is presented as a component of the income tax expense.
As CVAE is tax deductible, its amount has been restated net of income tax for reconciliation purposes.
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(b) Tax provisions relate to tax audits in progress where notices of judgments have been received and are
subject to discussions with the relevant tax authorities. The portion of this process relating to additional
income tax is recognized as a component of the income tax expense.
(c) In 2016, if the impact following the adoption of the 2017 Finance Act in France (see Note 10.2) was
restated then the effective tax rate of the Group would be of 25,42% excluding French CVAE and of
33.44% including French CVAE.
NOTE 11. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
The Group’s assets held for sale and discontinued operations requiring the application of IFRS 5 are outlined
below:
2015 Restated 2016
In thousands of euros Revenue Contribution to
net income Revenue
Contribution to
net income
S.G.T.E. INGENIERIE - (19) - (25)
FORAID ALGERIE EURL 4,191 (183) 2,562 (207)
TECNOSPIE SA (formerly OELE) 17,337 (3,279) 9,248 (4,249)
SPIE HELLAS S.A. (Greece) 2,608 (893) - -
ADVAGO S.A. - (13) - (15)
SONO TECHNIC 2,423 2 2,010 (1,105)
SPIE IFS AG 8,632 (359) 6,461 (1,232)
SPIE MAROC – ONEE Business 6,435 (756) 2,483 (4,612)
SPIE Ile de France Nord-Ouest – Real
estate business 15,114 (685) 7,520 (4,635)
SPIE Infoservices – Logistics business - 148 - (2,403)
TOTAL 56,740 (6,037) 30,284 (18,482)
- The liquidation process of SGTE Ingénierie, started in 2007, was still in progress as at December 31, 2016;
- The disposal process of Foraid Algérie Eurl, initiated in 2011, was still in progress as at December 31,
2016;
- The disposal of TecnoSPIE SA in Portugal which was initiated in December 2015. On June 13, 2016, SPIE
Group signed a disposal agreement and the sale was completed on July 6, 2016;
- The entities Advago SA and SPIE Hellas SA (previously Hochtief Facility Management Hellas SA) in
Greece were acquired on September 6, 2013, together with the Services Solutions activity of the Hochtief
Group. The disposal process was initiated in 2014 and was still in progress as at December 31, 2016 for
Advago SA. However, SPIE Hellas SA has been disposed on August 19, 2015;
- The French entity Sono Technic, operating on low voltage electricity activities in the Toulouse region. The
disposal process was initiated in November 2016 and was still in progress as at December 31, 2016;
- The entity SPIE IFS AG (previously SPIE Schweiz AG) located in Switzerland was acquired on September
6, 2013, together with the Services Solutions activity of the Hochtief Group. The disposal process was
initiated in November 2016 and was still in progress as at December 31, 2016;
- the lines and substations activities with ONEE (National Office of Electricity and drinking water) client of
SPIE Maroc (in Morocco) whose discontinuity process was initiated in March 2016 and was still in
progress as at December 31, 2016;
- activities in "Housing market Projects” of the French company SPIE Ile-de-France Nord-Ouest. The
discontinued process was initiated in the second half of the year 2016 and is planned to be finalized within
2017;
- The activity "logistics and integration of communications equipment and systems" of SPIE Infoservices,
the French subsidiary of SPIE ICS Sas, planned to be sold.
214
As a result, as at December 31, 2016, the financial statements of SGTE Ingénierie, Foraid Algérie Eurl, Advago
SA, Sono Technic, SPIE IFS AG, as well as the discontinued activities regarding the lines and substations with
ONEE in Morocco, the "Housing market Projects” of SPIE Ile-de-France Nord-Ouest and the logistics of SPIE
Infoservices, have been reclassified in a separate line on the income statement, representing the contribution to net
income of these operations.
The assets and liabilities of these operations have been respectively reclassified as “Assets classified as held for
sale” and “Liabilities associated with assets classified as held for sale” in the consolidated statement of financial
position as at December 31, 2016. Assets and liabilities of these activities have been valued at their fair value less
potential costs of sale of the assets.
NOTE 12. EARNINGS PER SHARE
12.1. DISTRIBUTABLE EARNINGS
In thousands of euros Dec 31, 2015
Restated Dec 31, 2016
Continuing operations
Basic earnings from continuing operations attributable to owners of the parent (excluding
minority shareholders) 51,318 202,502
(-) Basic earnings attributable to preferential owners
Earnings from continuing operations distributable to shareholders of the Company,
used for the calculation of the earnings per share 51,318 202,502
Earnings from discontinued operations distributable to shareholders of the Company,
used for the calculation of the earnings per share (6,037) (18,482)
Total operations
Basic earnings from continuing operations attributable to owners of the parent (excluding
minority shareholders) 45,281 184,020
(-) Basic earnings attributable to preferential owners
Earnings distributable to shareholders of the Company, used for the calculation of the
earnings per share 45,281 184,020
12.2. NUMBER OF SHARES
Dec 31, 2015
Restated Dec 31, 2016
Average number of shares used for the calculation of earnings per share 127,544,489 154,076,156
Effect of the diluting instruments - 312,899
Average number of diluted shares used for the calculation of earnings per share 127,544,489 154,389,054
In compliance with “IAS 33- Earnings per share”, the weighted average number of ordinary shares in the first half
of 2016 (and for all presently shown periods) has been adjusted to take into account events that impacted the
number of outstanding shares without having a corresponding impact on the entity’s resources.
During the period, SPIE has issued a new Free Performance Shares plan which consequently dilutes the average
number of shares (see Note 8.2).
215
12.3. EARNINGS PER SHARE
In thousands of euros Dec 31, 2015
Restated Dec 31, 2016
Continuing operations
. Basic earnings per share 0.40 1.31
. Diluted earnings per share 0.40 1.31
Discontinued operations
. Basic earnings per share (0.05) (0.12)
. Diluted earnings per share (0.05) (0.12)
Total operations
. Basic earnings per share 0.36 1.19
. Diluted earnings per share 0.36 1.19
In 2016, the lowering of the income tax rate from 2020 on, as provided for by the French Finance Act of 2017 (see
Note 10.2) generates a positive amount of € 35.8 million on the Group net income (i.e. 0.23 € per share).
NOTE 13. DIVIDENDS
During the current period, the Group paid the dividends entitled for the 2015 period, representing a total amount of
€ 77,038 thousand, which corresponds to a dividend of 50 cents per share.
Based on 2016 year’s results, the Board of Directors will propose to the General Shareholders’ Meeting to pay in
2017 a dividend of € 0.53 per share.
216
Notes to the statement of financial position
The following notes relate to the assets and liabilities of continuing operations as at December 31, 2016.
Assets and liabilities of operations held for sale are presented in a separate line “Activities held for sale” in the
statement of financial position.
NOTE 14. GOODWILL
14.1. CHANGES IN GOODWILL
The following table shows the changes in carrying amount of goodwill by cash generating unit:
In thousands of euros Dec 31,
2015
Acquisitions and
adjustments of
preliminary
goodwill
Disposals
Change in
scope of
consolidation
and other
Translation
adjustments
Dec 31,
2016
CGU - SPIE Ile de France Nord-Ouest 275,688 275,688
CGU - SPIE Est 91,943 91,943
CGU - SPIE Sud Est 196,725 1,250 8 197,983
CGU - SPIE Sud Ouest 230,647 (1,414) 229,233
CGU - SPIE Ouest Centre 218,735 218,735
CGU - SPIE Communications 158,201 4,191 162,392
CGU - SPIE Holding GmbH 125,853 36,567 (41) 162,379
CGU - SPIE ICS 46,891 105 46,996
CGU - SPIE UK 198,191 12,480 (4,655) 206,016
CGU - SPIE Nederland 147,274 9,376 156,650
CGU - SPIE Belgium 77,762 537 78,299
UGT - SPIE Nucléaire 127,801 127,801
CGU - SPIE OGS 253,226 253,226
Total goodwill 2,148,937 64,401 - (1,414) (4,583) 2,207,341
Acquisitions and goodwill adjustments which occurred between January and December 2016 mainly relate to:
- The ongoing process of purchase price allocation for SPIE Sud Est related to the acquisition of Thermat and
Villanova in December 2015 for an amount of € 1,250 thousand;
- The temporary determination of goodwill related to the acquisition of the RDI Group by SPIE ICS
(formerly SPIE Communications) in May 2016, for an amount of € 4,191 thousand;
- The ongoing process of purchase price allocation for SPIE Holding GmbH related to:
o the acquisition of Comnet in September 2016 for a global amount of € 15,932 thousand;
o the acquisition of GfT in September 2016 for an amount of € 10,774 thousand;
o the acquisition of Hartmann in January 2016 for an amount of € 5,156 thousand;
o the acquisition of Agis in August 2016, for an amount of € 4,605 thousand.
- The ongoing process of purchase price allocation for SPIE UK related to the acquisition of Trios in
November 2016, for an amount of € 11,747 thousand, and to the addition price of Leven for € 733
thousand;
- The purchase price allocation for SPIE Nederland regarding the acquisition of:
o Alewijnse acquired in November 2016 for an amount of € 5,880 thousand ;
o Jansen Venneboer acquired in January 2016, for an amount of € 2,767 thousand;
o GPE Technical Services acquired in February 2016, for an amount of €729 thousand;
217
- The purchase price allocation for SPIE Belgium relating to the acquisition of CRIC, in June 2016, for a
global amount of €537 thousand.
The “Change in scope of consolidation” column includes the company Sono Technic held by SPIE Sud-Ouest and
which is now accounted for as a discontinued entity (see Note 11).
Currency translation adjustments mainly relate to:
- € 8 thousand for all Swiss entities within the SPIE Sud Est CGU;
- € 105 thousand for the Swiss company SPIE ICS;
- € (41) thousand for the Polish and Hungarian companies held by SPIE GmbH;
- And to € (4,655) thousands of currency translation impacts covering all entities of the SPIE UK CGU;
For comparative purpose, the carrying amounts of the Group goodwill as of December 31, 2015 were the
following:
In thousands of euros Dec 31,
2014
Acquisitions
and
adjustments of
preliminary
goodwill
Disposals
Change in
scope of
consolidation
and other
Translation
adjustments
Dec 31,
2015
CGU - SPIE Ile de France
Nord-Ouest 275,688 275,688
CGU - SPIE Est 91,943 91,943
CGU - SPIE Sud Est 195,360 1,105 260 196,725
CGU - SPIE Sud-Ouest 230,647
230,647
CGU - SPIE Ouest Centre 218,735 218,735
CGU - SPIE
Communications 158,201 158,201
CGU - SPIE GmbH 124,992 861 125,853
CGU – SPIE ICS 38,716 3,002 5,173 46,891
CGU - SPIE UK 187,947 8,137 2,107 198,191
CGU - SPIE Nederland 142,135 5,139 147,274
CGU - SPIE Belgium 77,762
77,762
CGU - SPIE Nucléaire 127,801 127,801
CGU - SPIE OGS 253,226 253,226
Total goodwill 2,123,153 18,244 - - 7,540 2,148,937
14.2. IMPAIRMENT TEST FOR GOODWILL
To carry out annual impairment tests, goodwill was allocated to the relevant Cash Generating Units (CGU); see
Note 3.10 “Impairment of goodwill”.
These tests are carried out in October of each year on the basis of the most recent budgets available. In 2016, they
were developed based on the Business Plan’s forecasts taking into account cash flows comprising a budget Y+1,
forecasts for the years Y+2 to Y+4 and projections for Y+5 and Y+6 (these additional years are extrapolated from
forecasts) in which is added a terminal value, calculated with a growth rate of 1.60% (in 2015: 1.50 %.)
As the SPIE UK CGU operates outside the Eurozone, the future cash flows are estimated in GBP and then
discounted using the Group’s discount rate. All other CGUs estimate their future cash flows in euros.
The discount rates after tax for all CGUs amount to 7.50 % (2015: 7.6%) for all CGUs.
218
Sensitivity Test
The value in use is mainly driven by the terminal value which is sensitive to changes in the assumptions regarding
discount rates and the cash flows generated.
Critical assumptions of the business plan and multiannual forecasts correspond to any reasonably possible
changes.
The value of all operating segments subject to impairment testing is higher than the book value. The sensitivity to
indicators used are the followings: a decrease by 0.1% of the long term growth rate, a decrease by 0.5% of the
margin level expected for the terminal year, and an increase by 0.5% of the discount rate (WACC). These tests
show:
- For the Swiss businesses of the Group which have been reorganized during the year 2016 in order to be
gathered under a unique CGU,value losses which could arise to € (5.6) million in case the EBIT margin
would decrease by 50 bps in 2021 and terminal year.
- For the Morocco CGU, a loss in value in case the EBIT margin would decrease by 50 bps in 2021 and
terminal year, yet the loss is less significant: € (1.5) million.
Pending the achievement of the reasonably expected forecasts, it has been decided not to impair the related
goodwills, but to keep these CGUs under surveillance for 2017.
219
NOTE 15. INTANGIBLE ASSETS
15.1. INTANGIBLE ASSETS – GROSS VALUES
In thousands of euros Concessions,
patents,
licenses
Brands
Backlog and
customer
relationship
Others Total
Gross value
At Dec 31, 2014 7,161 755,010 147,434 74,401 984,006
Business combination effect (1,589) 15,241 115 13,767
Other acquisitions in the period 448 7,831 8,279
Disposals in the period (1) (11) (12)
Exchange difference (15) 1,329 1,141 425 2,880
Other movements (821) 240 (580)
Assets held for sale (106) (106)
At Dec 31, 2015 6,772 754,750 163,816 82,895 1,008,233
Business combination effect 8 1,595 11,243 279 13,125
Other acquisitions in the period 562 19,336 19,898
Disposals in the period (538) (4,728) (5,266)
Exchange difference 7 (1,331) (2,477) (472) (4,273)
Other movements 635 (463) 172
Assets held for sale -
At Dec 31, 2016 7,446 755,013 172,582 96,847 1,031,888
Period ended December 31, 2016
Brands mainly correspond to the value of the SPIE brand for € 731 million, which has an indefinite useful life and
is tested for impairment at least once a year or whenever there is an indication of impairment.
The SPIE brand is allocated to each of the cash generating units and is valued on the basis of an implied average
royalty rate, as a percentage of each CGU’s contribution to Group revenues.
The line “Business combination effect”, which concerns the brands, and backlog and customer relationships,
corresponds to the impacts of the ongoing purchase price allocation processes which led to:
- The temporary allocation of Hartmann GmbH’ goodwill for an amount of € 1,595 thousand in brand, € 532
thousand in backlog and € 4,546 in customer relationship asset;
- The temporary allocation of CRIC’s goodwill for an amount of € 72 thousand in backlog and €1,535
thousand in customer relationship asset;
- The temporary allocation of RDI’s goodwill for an amount of € 62 thousand in backlogs and € 3,928
thousand in customer relationship asset;
- The temporary allocation of Jansen Venneboer’s goodwill for an amount of € 327 thousand in backlogs;
- The temporary allocation of GPE Technical Services’ goodwill for an amount of € 241 thousand in
customer relationship asset;
The “Other acquisitions in the period”, representing € 19,336 thousand, correspond to € 7,994 thousand of
intangible assets acquired in Germany for the SAP project, to € 2,789 thousand euros of other intangible assets
under development spread all over the Group and to € 8,553 thousand of other intangible assets across several
entities of the Group.
220
15.2. INTANGIBLE ASSETS –AMORTIZATION AND NET VALUES
In thousands of euros Concessions,
patents,
licenses
Brands
Backlog and
customer
relationship
Others Total
(a) (b)
Amortization
At Dec. 31, 2014 (6,095) (41,890) (69,116) (53,774) (170,875)
Amortization for the period (449) (17,662) (20,331) (7,972) (46,414)
Reversal of impairment losses 1,799 90 1,889
Disposals in the period 1 11 12
Exchange difference 11 (1,519) (278) (76) (1,861)
Other movements 905 (2) 903
Assets held for sale 106 106
At Dec. 31, 2015 (5,627) (59,273) (89,634) (61,707) (216,241)
Amortization for the period (582) (13,786) (19,799) (7,333) (41,500)
Reversal of impairment losses -
Disposals in the period 531 369 900
Exchange difference (5) 1,331 812 144 2,283
Other movements 169 (133) 36
Assets held for sale -
At Dec 31, 2016 (5,514) (71,727) (108,621) (68,660) (254,521)
Net value
At Dec. 31, 2014 1,066 713,120 78,319 20,626 813,131
At Dec. 31, 2015 1,145 695,477 74,182 21,188 791,992
At Dec. 31, 2016 1,932 683,286 63,961 28,188 777,366
Period ended December 31, 2016
In 2016, the amortizations of intangible assets relating to the purchase price allocation (PPA) amount to € 33,585
thousand. The detail is presented hereafter:
(a) The amortization of the brands SPIE Matthew Hall for € 10,882 thousands consequently to the 3 year
amortization plan initiated in September 1, 2013, Juret for € 1,719 thousand (amortization ended in 2016),
Hartmann for € 558 thousand (amortization over 3 years), Fleischhauer for € 431 thousand (amortization
over 4 years) and Veepee for € 196 thousand (amortization over 6 years.
(b) The amortization of the CRA (customer relationship asset) mainly corresponds to SPIE GmbH for € 6,223
thousand, to Leven Energy Services for € 2,565 thousand, to SPIE ICS (formerly Connectis) for € 1,874
thousand, to Infrastructure Services & Projects for € 1,633 thousand, to Fleischhauer for € 903 thousand, to
Hartmann for € 750 thousand, to RDI for € 731 thousand, to Scotshield for € 540 thousand, to Numac for €
540 thousand, to GVDD for € 513 thousand, to CRIC for € 216 thousand, to ENS Limited for € 247
thousand, to Devis for € 165 thousand, and to GPE Technical Services for € 66 thousand
The amortization of backlogs for the current period mainly corresponds to the backlogs of SPIE GmbH for
an amount of € 1,763 thousand, of Hartmann for an amount of €532 thousand and for Jansen Venneboer for
an amount of € 327 thousand. Finally, the remaining € 213 thousand relate to SPIE ICS (formerly
Connectis), CRIC, RDI and Scotshield altogether.
221
NOTE 16. PROPERTY, PLANT AND EQUIPMENT
16.1. PROPERTY, PLANT AND EQUIPMENT – GROSS VALUES
In thousands of euros Land Buildings Plant and
machinery Others Total
Gross value
At Dec 31, 2014 6,589 48,202 127,337 144,312 326,440
Business combination effect
229
5,432 5,661
Other acquisitions of the period 30 4,227 9,281 15,224 28,762
Disposals of the period (17) (3,066) (4,310) (7,239) (14,633)
Exchange differences 327 204 333 618 1,481
Other movements (2,401) (3,178) (2,333) (7,913)
Assets held for sale (3) (30) (411) (444)
At Dec 31, 2015 6,929 47,390 129,432 155,604 339,356
Business combination effect
58 1,063 4,083 5,204
Other acquisitions of the period 3,141 7,814 12,924 23,879
Disposals of the period (663) (8,930) (23,989) (33,582)
Exchange differences 14 (559) 348 (1,071) (1,267)
Other movements (2,508) (2,900) 142 (4,252) (9,519)
Assets held for sale
(12) (12)
At Dec 31, 2016 4,435 46,467 129,868 143,288 324,059
Other property, plant and equipment mainly correspond to office and computer equipment and transport
equipment.
16.2. PROPERTY, PLANT AND EQUIPMENT – DEPRECIATION & NET VALUES
In thousands of euros Land Buildings Plant and
machinery Others Total
Depreciation
At Dec 31, 2014 - (25,493) (86,552) (106,085) (218,129)
Depreciation of the period (3,504) (10,984) (14,327) (28,815)
Reversal of impairment losses 181 107 216 504
Disposals of the period 2,589 3,675 5,127 11,391
Exchange differences 83 (86) (528) (532)
Other movements 1,917 3,099 956 5,972
Assets held for sale 1 12 334 347
At Dec 31, 2015 (24,224) (90,730) (114,307) (229,261)
Depreciation of the period (1) (2,995) (11,010) (14,334) (28,341)
Reversal of impairment losses 205 47 8 259
Disposals of the period
325 8,648 20,687 29,660
Exchange differences 50 (347) 652 355
Other movements
1,779 791 610 3,180
Assets held for sale
12 12
At Dec 31, 2016 (1) (24,861) (92,602) (106,672) (224,136)
Net value
At Dec 31, 2014 6,589 22,709 40,785 38,228 108,311
At Dec 31, 2015 6,929 23,166 38,702 41,297 110,095
At Dec 31, 2016 4,434 21,607 37,266 36,616 99,923
222
Finance leases
Fixed assets include assets financed by the Group through finance leases. These properties have net values of:
In thousands of euros Dec 31, 2015 Dec 31, 2016
Land 1,636 1,662
Buildings 4,084 3,832
Plants and machinery 5,685 5,288
Others 4,284 7,064
Net amount of assets financed through finance lease 15,689 17,845
NOTE 17. EQUITY
17.1. SHARE CAPITAL
As at December 31, 2016 the share capital of SPIE SA stands at 72,415,793.32 euros divided into 154,076,156
ordinary shares, all of the same class, with a nominal value of 0.47 euro.
No operation took place on the SPIE SA share capital since January 1, 2016.
The allocation of SPIE SA capital’s ownership is as follows:
Holding percentage
Total Consortium (1) 25.5%
Caisse de dépôt et placement du Québec 13.2%
Managers (2) 7.8%
Employee shareholding (3) 3.9%
Public (4) 49.6%
Treasury shares 0.0%
Total 100.0%
(1) Clayax Acquisition Luxembourg 5 S.C.A. is held at 78.8 % by funds controlled, managed or advised by Clayton, Dubilier & Rice and at 21.2
% by funds controlled, managed or advised by Ardian. (2) Managers and senior executives, current and former, of the Group (as at December 31, 2016). (3) Stake held by the Group employees, directly or through the FCPE SPIE Actionnariat 2011/2016 (as at December 31, 2016). (4) Based on the information disclosed on December 31, 2016 for the shares held by managers and employees.
17.2. FREE PERFORMANCE SHARES
The current Performance Shares Plan grants, under certain conditions, free shares in favor of corporate officers or
employees of the Group (refer Note 3.18 and Note 8.2).
As a non-cash transaction, benefits granted are recognized as an expense over the vesting period in return for an
increase in equity for an amount of €1,752 thousands relating to the year 2016.
223
NOTE 18. PROVISIONS
18.1. PROVISIONS FOR EMPLOYEE BENEFIT OBLIGATIONS
Employee benefits relate to retirement benefits, pension obligations and other long-term benefits mainly relate to
length-of-service awards.
In thousands of euros Dec 31, 2015 Dec 31, 2016
Retirement benefits 256,541 275,008
Other long-term employee benefits 15,812 16,966
Employee benefits 272,353 291,974
2015 Restated 2016
Expense recognized through income in the period
Retirement benefits 14,963 13,025
Other long-term employee benefits 1,112 2,618
Total 16,076 15,643
The obligations of the French entities account for approximately 47% of the total commitment. The remaining
53% mainly comprises commitments in the German (35%), Swiss (18%), Dutch, and Belgian subsidiaries and
relates to the local obligations for employee retirement benefits.
Actuarial assumptions
The actuarial assumptions used to estimate the retirement benefits of the French entities are as follows:
Dec 31, 2015 Dec 31, 2016
Discount rate 2.00% 1.50%
Type of retirement Voluntary departure Voluntary departure
Age of retirement
Upon acquiring the necessary
entitlements to retire on full benefits
(in accordance with the 2013 law
reform)
+ later retirement scheme
Upon acquiring the necessary
entitlements to retire on full benefits
(in accordance with the 2013 law
reform)
+ later retirement scheme
Future salary increase 3.25 % for executive staff 2.75 % for executive staff
2.75 % for non-executive staff 2.00 % for non-executive staff
Generated average rate of turnover Tables identical to 2012 Tables identical to 2012
Executive staff: 3.9% Executive staff: 3.8%
Non-executive staff: 3.3 % Non-executive staff: 3.3 %
Rate of employer's social charges 50% 50%
Mortality table TM / TW 00-02 TM / TW 00-02
Age at start of career (in years) Executive staff: 23 years old Executive staff: 23 years old
Non-executive staff: 20 years old Non-executive staff: 20 years old
The actuarial assumptions used to estimate the retirement benefits of the German entities are as follows:
Dec 31, 2015 Dec 31, 2016
Discount rate 2.60% 1.95%
Type of retirement Voluntary departure Voluntary departure
Age of retirement 62 years old
(63 under exception)
62 years old
(63 under exception)
Future salary increase 3.25 % for all staff 2.75 % for all staff
Generated average rate of turnover Average rate: 5% Average rate: 5%
For all categories of staff For all categories of staff
Mortality table RT Heubeck 2005G RT Heubeck 2005G
224
The actuarial assumptions used to estimate the retirement benefits of the Swiss entities are as follows:
Dec 31, 2015 Dec 31, 2016
Discount rate 0.70% 0.40%
Type of retirement Voluntary departure Voluntary departure
Age of retirement Males : 65 years old
Females : 64 years old
Males : 65 years old
Females : 64 years old
Future salary increase 1.50% for all staff 1.50% for all staff
Generated average rate of turnover Official charts BVG 2010 Official charts BVG 2010
Choice of lump-sum payments at
departure date
Males : 25%
Females : 25%
Males : 25%
Females : 25%
Mortality table BVG 2010 GEN BVG 2015 GEN
Age at start of career (in years) 25 years olds for all staff 25 years olds for all staff
Post-employment benefits
Changes in the provision are as follows:
In thousands of euros 2015 2016 Of which
France
Of which
Germany
Of which
Switzerland
Of which
others
Benefit liability as of January 1st 244,278 256,542 131,789 75,459 48,718 576
Impacts of IAS 19 Amended
Effect of changes in the scope of
consolidation 1,013 350 338 12
Operations discontinued or held for
sale
Expense for the period 14,963 13,025 5,120 6,075 1,718 111
Actuarial gain or loss to be recognized
in OCI 2,447 14,760 (3,502) 15,289 2,401 572
Benefits paid (10,143) (5,822) (4,867) (953)
Contributions paid to the fund (256) (3,956) 250 (4,000) (206)
Currency translation differences 4,239 109 (1) 110
Other changes -
Benefit obligation as of December 31 256,541 275,008 129,128 95,881 48,947 1,053
The expense in the financial year is analyzed as follows:
In thousands of euros 2015
Restated 2016
Of which
France
Of which
Germany
Of which
Switzerland
Of which
others
Service Cost during the year
Current service cost 13,873 19,281 9,062 4,146 5,973 100
Past service costs (plan, changes and
reductions) (263) (4,565)
(4,565)
Plan curtailments/settlements (3,493) (6,380) (6,380)
Net interest Expense
Interest expense 7,666 6,934 2,650 3,361 825 97
Expected return on assets (2,820) (2,244) (212) (1,432) (514) (86)
Expense in the period 14,963 13,025 5,120 6,075 1,719 111
of which:
. Personal costs 10,380 8,335 2,682 4,146 1,408 100
. Financial costs 4,846 4,689 2,438 1,929 311 11
225
The reconciliation with the financial statements is provided below:
In thousands of euros 2015 2016 Of which
France
Of which
Germany
Of which
Switzerland
Of which
others
Projected Benefit Obligation liability 403,307 426,419 138,838 154,330 126,613 6,638
Plan assets 146,766 151,410 9,710 58,449 77,666 5,585
Benefit obligation 256,541 275,009 129,128 95,881 48,946 1,053
Sensitivity to changes in discount rates
The table below shows the sensitivity of the obligation with discount rates of +/-0.25% and +/-0.50% for the
French entities:
Rate 1.00% 1.25% 1.50% 1.75% 2.00%
Present benefit obligation - Dec 31,
2016 127,697 123,414 119,336 115,449 111,745
Difference - In thousands of euros 8,361 4,078 -3,887 -7,591
Difference - % 7.01% 3.42% -3.26% -6.36% Numbers given in thousands of euros
The table below shows the sensitivity of the obligation with discount rates of +/-0.25% and +/-0.50% for the
German entities:
Rate 1.45% 1.70% 1.95% 2.20% 2.45%
Present benefit obligation - Dec 31,
2016 172,889 163,229 154,297 146,035 138,384
Difference - In thousands of euros 18,592 8,932 -8,262 -15,913
Difference - % 12.05% 5.79% -5.35% -10.31% Numbers given in thousands of euros
The table below shows the sensitivity of the obligation with discount rates of +/-0.25% and +/-0.50% for the Swiss
entities:
Rate -0.10% 0.15% 0.40% 0.65% 0.90%
Present benefit obligation - Dec 31,
2016 139,079 132,698 126,612 120,964 115,570
Difference - In thousands of euros 12,467 6,086 -5,647 -11,042
Difference - % 9.85% 4.81% -4.46% -8.72% Numbers given in thousands of euros
Other long-term employee benefits (length-of-service awards)
Changes in the provision are as follows:
In thousands of euros Dec 31, 2015 Dec 31, 2016
Benefit liability as of January 1st 15,099 15,812
Business combination 306 26
Disposals of companies and other assets
Expense of the period 1,112 2,618
Benefits paid to beneficiaries (705) (1,491)
Contributions paid to funds
Benefit obligation as of December 31 15,812 16,965
There are no plan assets for other long-term employee benefits.
226
The expense in the financial year is analyzed as follows:
In thousands of euros 2015 2016
Current service cost 503 1,704
Amortization of actuarial gains and losses (115) (315)
Interest expense 77 351
Plan curtailments/settlements (301) (425)
Amortization of past service costs 948 1,303
Expense for the period 1,112 2,618
Of which:
. Personal costs 1,035 2,267
. Financial costs 77 351
18.2. OTHER PROVISIONS
Provisions include:
- provisions for contingent liabilities against specific risks in business combinations;
- provisions for tax risks, arising where tax audits have led to proposals from the tax authorities for
adjustments in respect of prior years;
- provisions for restructuring;
- provisions for lawsuits with employees and labor cases;
- provisions for litigation still pending on the previous year’s contracts and activities.
The short-term portion of provisions is presented under “Current provisions” and beyond this time horizon;
provisions are presented as “Non-current provisions”.
In thousands of euros
Dec 31, 2015
Additions
during
the period
Reversals
during
the period
Translation
adjustments
Assets held
for
sale /
discontinued
Change in
scope/ others Dec 31, 2016
Contingent liabilities 5,673 (4,312) 1,361
Tax provisions 16,137 2,868 (2,204) 445 17,245
Restructuring (a) 10,278 (8,641) 20 1,657
Litigations 42,428 14,739 (15,311) 151 (59) 41,948
Losses at completion (b) 43,928 19,689 (31,826) (2,223) (55) (200) 29,312
Social provisions and disputes 17,270 7,493 (8,997) 13 (117) 15,663
Warranties and claims on completed
contracts 36,127 12,650 (17,029) (334) 3,849 35,263
Other provisions 171,842 57,440 (88,320) (1,948) (55) 3,493 142,450
. Current 98,788 37,819 (54,087) 387 (55) 10,373 93,225
. Non-current 73,054 19,620 (34,233) (2,335) (6,880) 49,226
(a) Restructuring provisions mainly relate to the restructuring costs linked to the integration of SPIE GmbH.
(b) In June 2014, the ongoing purchase price allocation process relating to the acquisition of SPIE GmbH led the Group to recognize new
provisions for loss on completion for a total amount of € 33,057 thousand in connection with loss making contracts recognized at the date of the takeover. The remaining amount of these provisions as at December 31, 2016 is of € 2,100 thousand (€ 6,565 thousand as
at December 31, 2015).
Provisions comprise a large number of items each with low values. Related reversals are considered as used.
However, the incurred and assigned amounts in provisions that stand out due to their significant value are closely
monitored.
On 2016, reversals of unused provisions amounted to € 4,786 thousand.
227
The breakdown into current and non-current by category of provisions for the current period is as follows:
In thousands of euros Dec 31, 2016 Non-current Current
Contingent liabilities 1,361 1,361
Tax provisions 17,245 5,106 12,139
Restructuring 1,657 1,657
Litigations 41,948 11,345 30,603
Losses at completion 29,312 19,029 10,283
Social provisions and disputes 15,663 6,939 8,724
Warranties and claims on completed contracts 35,263 5,445 29,818
Other provisions 142,450 49,226 93,225
For purposes of comparison, provisions accounted for as at December 31, 2015 were as follows:
In thousands of euros
Dec. 31,
2014
Additions
during
the period
Reversals
during
the period
Translation
adjustments
Assets held
for
sale /
disconti-
nued
Change in
scope/
others
Dec. 31,
2015
Contingent liabilities 6,856 (1,183) 5,673
Tax provisions 14,387 5,628 (2,576) 4 (1,305) 16,137
Restructuring 20,409 3,000 (13,299) (8) 176 10,278
Litigations 52,398 12,872 (23,044) 162 39 42,428
Losses at completion 46,823 30,886 (35,224) 582 862 43,928
Social provisions and disputes 20,971 7,170 (10,900) 77 (47) 17,270
Warranties and claims on completed
contracts 33,577 16,685 (15,873) 99 (163) 1,802 36,127
Other provisions 195,422 76,240 (102,099) 916 (163) 1,526 171,842
. Current 117,604 41,786 (63,238) 293 (163) 2,506 98,788
. Non-current 77,818 34,454 (38,861) 623 (980) 73,054
The breakdown into current and non-current by category of provisions for 2015 is as follows:
In thousands of euros Dec 31, 2015 Non-current Current
Contingent liabilities 5,673 5,673
Tax provisions 16,137 4,442 11,695
Restructuring 10,278 10,278
Litigations 42,428 10,563 31,866
Losses at completion 43,928 36,418 7,510
Social provisions and disputes 17,270 7,455 9,815
Warranties and claims on completed contracts 36,127 8,503 27,624
Other provisions 171,842 73,054 98,788
228
NOTE 19. WORKING CAPITAL REQUIREMENT
Other changes of the period
In thousands of euros Notes
Dec 31,
2015
Change
in
Working
capital
related
to
activity
Change
in scope
Currenc
y
transla-
tions &
fair
values
Change in
method
Dec 31,
2016
Inventories and receivables
Inventories and work in progress (net) 24,935 (3,257) 3,970 (284) (811) 24,554
Trade receivables (a) 1,463,885 (79,202) 68,182 (14,528) (67,465) 1,370,872
Current tax receivables 24,904 1,224 1,677 (727) (118) 26,960
Other current assets (b) 227,112 (3,628) 6,755 (2,698) (1,180) 226,361
Other non-current assets (c) 8,552 (481) (3,600) 4,471
Liabilities
Trade payables (d) (901,535) (8,839) (26,226) 11,307 145,285 (780,008)
Income tax payable (28,340) (5,263) (2,921) 2,346 3,753 (30,425)
Other long-term employee benefits (e) (15,812) (2,956) (26) 1,828 (16,966)
Other current liabilities (f) (1,181,186
) (2,806) (41,311) 7,944 6,236 (1,211,123)
Other non-current liabilities (8,110) 1,367 0 317 359 (6,066)
Working capital requirement (385,593) (103,841) 10,099 3,677 84,287 (391,371)
(a) Receivables include accrued income.
(b) The other current assets mainly include tax receivables and accrued expenses recognized on contracts
accounted according to the percentage of completion method.
(c) Other non-current assets mainly correspond to exercisable vendor warranties. They represent the amount
identified in business combinations that can be contractually claimed from vendors. The “other non-current
assets” as per working capital requirements do not include the uncalled subscribed capital included in the
consolidated balance sheet.
(d) Trade and other payables include accrued invoices.
(e) Other long-term employee benefits correspond to length-of-service awards.
(f) The detail of the other current liabilities is presented below:
In thousands of euros Dec 31, 2015 Dec 31, 2016
Deferred revenue and advance payments (349,151) (364,043)
Social and tax liabilities (571,753) (561,924)
Others (260,281) (285,156)
Other current liabilities* (1,181,186) (1,211,123)
* The “other current liabilities” as per working capital requirements do not include the dividends to be paid included in the consolidated
balance sheet.
229
19.1. CHANGE IN WORKING CAPITAL: RECONCILIATION BETWEEN BALANCE SHEET AND
CASH FLOW STATEMENT
The reconciliation between the working capital accounts presented in the balance sheet and the change in working
capital presented in the cash flow statement is detailed hereafter:
Other movements of the period
In thousands of euros Dec 31,
2015
Change in
W.C.
related to
activity
Change in
scope
Currency
transla-
tion &
fair
values
Change in
method
Dec 31,
2016
Working Capital (385,593) (103,841) 10,099 3,677 84,287 (391,371)
(-) Accounts payables on purchased
assets 8,991 (717) 1,461 (751) (591) 8,394
(-) Tax receivables (24,919) (1,234) (1,677) 727 118 (26,985)
(-) Tax payables 28,340 5,302 2,921 (2,346) (3,644) 30,573
Working capital excl. acc. payables on
purchased assets, excl. tax receivables
and payables
(373,182) (100,489) 12,804 1,307 80,170 (379,388)
(-) Assets held for sale 4,127
(-)other non-cash operations which
impact the working capital as per balance
sheet (*)
(2,644)
Changes in Working Capital as
presented in C.F.S (99,006)
(*) The “other non-cash operations which impact the working capital as per balance sheet” relate to the
neutralization of the non-cash impacts following the change in consolidation method of Sonaid, after the loss of
control.
19.2. FRENCH TAX CREDIT FOR COMPETITIVENESS AND EMPLOYMENT (CICE)
The French Government’s new tax credit for competitiveness and employment (Crédit d’Impôt pour la
Compétitivité et l’Emploi - CICE) entered into force on January 1, 2013 for all French companies submitted to tax
payment. The CICE tax credit amounts to 6% of gross payroll for compensation equal to or below 2.5 times the
minimum legal wage of € 1,466 per month since January 1st, 2016.
The CICE receivable from the State recognized as a current asset is based on payments and on liabilities
recognized related to eligible remunerations in 2016. The CICE is directly charged to the Corporate Tax of the year
and of the three following years. At the end of the period, the unused balance will be paid back by the State. The
tax loss carry forwards generated by the French holdings do not allow considering the recovery of the CICE claim
prior to three years of imputation. Thus, on December 8, 2016 the board of directors of SPIE SA authorized the
discounted non-recourse sale of the CICE receivable to Natixis, according to the applicable French Dailly Law (loi
Dailly).
On December 23, 2016, the Group has made a partial divesture of its CICE receivable of € 26,566 thousand for the
2016 CICE and of € 542 thousand remaining from the 2015 CICE not divested in 2015.
230
19.3. TRADE AND OTHER RECEIVABLES
Current trade and other receivables break down as follows:
Dec 31, 2016
In thousands of euros Dec 31,
2015 Gross Impairment Net
Trade receivables (a) 1,019,083 927,354 (33,156) 894,198
Notes receivables 5,699 4,690 4,690
Accrued income (b) 439,103 471,984 471,984
Trade and other receivables 1,463,885 1,404,028 (33,156) 1,370,872
(a) As at December 31, the ageing analysis of net trade receivables is as follows:
Past due per maturity
In thousands of euros Dec 31 Not past due < 6 months 6 to 12 months > 12 months
2016 894,198 723,130 142,046 22,628 6,394
2015 1,019,083 770,869 191,951 41,370 14,893
(b) Accrued income stems mainly from contracts being recorded using the percentage of completion method.
Trade receivables past due but not impaired mainly correspond to public sector receivables.
19.4. ACCOUNTS PAYABLE
Current trade and other payables break down as follows:
In thousands of euros Dec 31, 2015 Dec 31, 2016
Accounts payables 573,727 467,033
Notes payables 30,718 40,847
Accrued invoices 297,091 272,128
Accounts payable 901,535 780,008
NOTE 20. FINANCIAL ASSETS AND LIABILITIES
20.1. NON-CONSOLIDATED SHARES
As at December 31, 2016 non-consolidated shares stand as follows:
In thousands of euros 31 déc. 2015 31 déc. 2016
Equity securities 4,374 19,712
Depreciation of securities (1,073) (1,074)
Net value of securities 3,300 18,638
As at December 31, 2016, securities include the shares of following companies: Environmental Engineering
Limited acquired on November 30, 2016 in the United Kingdom for an amount of € 7,943 thousand, Tevean
acquired on December 6, 2016 in the Netherlands for an amount of € 7,500 thousand, and Aaftink acquired on
December 8, for an amount of € 2,200 thousand. These companies will be consolidated in 2017 (see Note 6.1).
Furthermore, the amounts of December 2016 include the shares of Serec, held by SPIE Enertrans, which were full
depreciated for an amount of € 676 thousand. During 2016, there were no significant change on the Group’s other
equity securities.
231
20.2. NET CASH AND CASH EQUIVALENTS
As at December 31, 2016 net cash and cash equivalents break down as follows:
In thousands of euros Notes Dec 31, 2015 Dec 31, 2016
Marketable securities – Cash equivalents 245,777 5,500
Fixed investments (current) - -
Cash management financial assets 245,777 5,500
Cash and cash equivalents 358,013 560,157
Total cash and cash equivalents 603,789 565,657
(-) Bank overdrafts and accrued interests (53,197) (40,129)
Net cash and short term deposits of the Balance Sheet 550,592 525,528
Cash and cash equivalents from discontinued operations (a) 1,418 (6,972)
Accrued interests not yet disbursed (210) (23)
Cash and cash equivalents from the CFS at the end of the period 551,800 518,533
(a) Cash and cash equivalents exclude the cash and cash equivalents relating to assets classified as held for sale
which are mainly composed of cash and cash equivalents from SPIE Maroc for an amount of € (8,344)
thousand, from Foraid Algérie for an amount of € 899 thousand, from SPIE IFS SA for an amount of € 529
thousand, from Sono Technic for an amount of € (65) thousand and Advago for an amount of € 9 thousand,
hence a total amount of € (6,972) thousand.
20.3. BREAKDOWN OF DEBT
Interest-bearing loans and borrowings break down as follows:
In thousands of euros Notes Dec 31, 2015 Dec 31, 2016
Loans and borrowings from banking institutions
Facility A (a) 1,125,000 1,125,000
Revolving (maturity May 11, 2020) (a) 50,000 -
Others 386 2,524
Capitalization of loans and borrowing costs (b) (14,525) (11,353)
Securitization (c) 286,917 287,783
Total bank overdrafts (cash liabilities)
Bank overdrafts (cash liabilities) 53,083 39,986
Interests on bank overdrafts (cash liabilities) 114 143
Other loans, borrowings and financial liabilities
Finance leases 12,136 14,006
Accrued interest on loans 3 77
Other loans, borrowings and financial liabilities 4,114 940
Derivatives 309 134
Interest-bearing loans and borrowings 1,517,537 1,459,240
Of which
. Current 395,734 332,293
. Non-current 1,121,803 1,126,947
The Group loans are detailed hereafter:
(a) Following the IPO, SPIE SA and Financière SPIE established, on June 11, 2015 a Senior Term Loan
(“Facility A”) with a five-year maturity, for a nominal amount of 1,125 million of euros maturing on June
11th 2020.
232
This senior credit line has the following characteristics:
In thousands of euros Repayment Fixed / floating rate Dec 31,
2016
Facility A At maturity Floating - 1 month Euribor +2.375% 1,125,000
Loans and borrowings from banking Institutions 1,125,000
A “Revolving Credit Facility (RCF)” line, with a five-year maturity, aiming to finance the current activities of the
Group along with external growth, has been established on June 11, 2015 for an amount of 400 million of euros
which have not been drawn as at December 31, 2016.
Interests are payable on these two loans under the new Senior Credit Facilities Agreement, established on May 15,
2015, at a floating rate indexed to Euribor for advances in euros, a floating rate indexed to Libor for advances
denominated in a currency other than the euro, and at a floating rate indexed to any appropriate reference rate for
advances denominated in Norwegian or Danish Krone, Swedish Krona or Swiss Francs, plus the applicable
margin. Applicable margins are as follows:
- For the Senior Term Loan Facility (“Facility A”): between 2.625% and 1.625% per year, according to the
level of the Group’s leverage ratio (Net Debt / EBITDA) during the last closed semester;
- For the Revolving Facility: between 2.525% and 1.525% per year, according to the level of the Group’s
leverage ratio (Net Debt / EBITDA) during the last closed semester.
As at December 31, 2016, a quarterly financial commitment fee for 0. 79625% is applied to the unwithdrawn
portion of the Revolving Facility line.
(b) Financial liabilities are presented for their contractual amount. Transaction costs that are directly
attributable to the issuance of financial debt instruments have been deducted, for their total amount, from
the nominal amount of the respective debt instruments. The balance as at December 31, 2016 is 11.4 million
of euros and relates to the two credit lines (See point (a)).
(c) The securitization program established in 2007 for an amount of 300 million of euros, with a
maturity at August 30, 2017, has been renewed under the conditions below:
- The duration of the Securitization program is a period of five years minus one month from June 11,
2015 (except in the event of early termination or termination by agreement);
- maximum funding of € 450 million;
The Securitization program represented funding of € 287.8 million as at December 31, 2016.
20.4. NET DEBT
The financial reconciliation between consolidated financial indebtedness and net debt as reported is as follows:
In millions of euros Dec 31, 2015 Dec 31, 2016
Loans and borrowings as per balance sheet 1,517.5 1,459.2
Capitalized borrowing costs 14.5 11.4
Others (1.0) (0.7)
Gross financial debt (a) 1,531.0 1,469.9
Cash management financial assets as per balance sheet 245.8 5.5
Cash and cash equivalents as per balance sheet 358.0 560.2
Accrued interests (0.3) 0.1
Cash held in discontinued activities 1.4 (7.0)
Gross cash (b) 604.9 558.8
Consolidated net debt (a) - (b) 926.1 911.1
Net cash in non-consolidated entities (1.6) (1.7)
Net debt 924.5 909.4
233
20.5. RECONCILIATION WITH THE CASH FLOW STATEMENT POSITIONS
The reconciliation between the financial debt of the Group (see Note 20.3) and the cash flows presented in the
cash flow statement (see Chart 4) is detailed hereafter:
Cash flows
(corresponding to the CFS)
Non-cash flows
In thousands of
euros Dec 31,
2015
Loan
issue
Loan
repay-
ments
Changes Changes
in scope
Others
(*)
Currency
and fair
values
changes
Changes in
methods
Dec 31,
2016
Bank loans 1,447,778 918 (51,690) 3,796 3,172 (19) 1,403,954
Other debts and
liabilities 4,113 13 (3,625) 474 (35) 940
Finance Leases 12,136 (8,559) 1,433 9,088 (92) 14,006
Financial
instruments 309 4 (179) 134
Financial
indebtedness as
per C.F.S
1,464,337 931 (63,874) 5,701 12,264 (325) 1,419,034
(-) Financial
interests 3 74 77
(+) Bank overdrafts 53,197 (12,470) 2,147 5 (2,750) 40,129
Consolidated
financial
indebtedness
1,517,537 1,005 (63,874) (12,470) 7,848 12,264 (320) (2,750) 1,459,240
(*) the « Others » non-cash movements relate to the restatement of borrowing costs on one hand, and on the other hand to the new finance lease contracts.
234
20.6. SCHEDULED PAYMENTS FOR FINANCIAL LIABILITIES
The scheduled payments for financial liabilities based on the capital redemption table are as follows:
In thousands of euros Less than 1 year From 2 to 5
years Over 5 years Dec 31, 2016
Loans and borrowings from banking institutions
Facility A 1,125,000 1,125,000
Revolving -
Others 1,824 700 2,524
Capitalization of loans and borrowing costs (3,230) (8,123) (11,353)
Securitization 287,783 287,783
Total Bank overdrafts (cash liabilities)
Bank overdrafts (cash liabilities) 39,986 39,986
Interests on bank overdrafts (cash liabilities) 143 143
Other loans, borrowings and financial liabilities
Finance leases 4,911 9,031 64 14,006
Accrued interest on loans 77 77
Other loans, borrowings and financial liabilities 665 241 34 940
Derivatives 134 134
Interest-bearing loans and borrowings 332,293 1,126,849 98 1,459,240
Of which:
. Fixed rate 38,967 7,912 98 46,977
. Variable rate 293,326 1,118,937 - 1,412,263
Future debt interest is broken down as follows:
In thousands of euros Dec 31,
2015
Dec 31,
2016
Less than 1
year
From 2 to 5
years
Over
5 years
Expected interest on bank borrowings 120,641 105,503 29,160 76,343
Expected interest on finance lease borrowings 907 705 374 331
Total 121,548 106,208 29,534 76,674 -
The discounted value of future finance lease rental payments is as follows for each maturity date:
In thousands of euros Dec 31, 2015 Dec 31, 2016
2016 8,867
2016 3,459 5,985
2017 2,250 4,293
2018 1,767 3,944
2019 36 1,048
2020 0 51
Subsequent years 0
Total 16,378 15,322
The reconciliation between the minimum payments to be made in accordance with finance lease contracts and the
value of the corresponding financial debt is presented as follows:
In thousands of euros Dec 31, 2015 Dec 31, 2016
Minimum payments due on finance leases 16,378 15,322
Finance lease liabilities 12,136 14,006
Difference: Future Finance Lease Expenses 4,242 1,316
235
20.7. OTHER FINANCIAL ASSETS
In thousands of euros Dec 31, 2015 Dec 31, 2016
Non-consolidated shares and associated receivables (a) 3,334 18,672
Long-term borrowings 28,179 30,004
Derivatives 25 168
Long-term receivables from service concession arrangement ("PPP") 17,693 13,097
Long-term deposits and guarantees 4,222 4,099
Other 12 10
Other financial assets 53,466 66,050
Of which:
. Current 8,540 7,629
. Non-current 44,925 58,421 (a) See Note 20.1 for further details.
20.8. FINANCIAL DISCLOSURES FROM COMPANIES ACCOUNTED FOR UNDER THE EQUITY
METHOD
The companies of the Group accounted for under the equity method, following the IFRS 11 standard requirements,
are the following:
- Gietwalsonderhoudcombinatie (GWOC) B.V. held at 50% by SPIE Nederland
- Cinergy SAS held at 50% by SPIE Ile de France Nord-Ouest
- « Host GmbH (Hospital Service + Technik) » held at 25.1% by SPIE Holding GmbH
- AM Allied Maintenance GmbH held at 25% by SPIE Hartmann GmbH, which was acquired altogether with
the Hartmann group by SPIE GmbH in January 2016.
- Moreover, during the first half of 2016, the Group lost the decision-making control of the Sonaid company
held at 55%. Consequently, the integration method went from full consolidation to equity method.
The carrying amount of the Group’s equity securities is as follows:
In thousands of euros Dec 31,
2015
Dec 31,
2016*
Value of shares at the beginning of the period 2,858 2,837
Business combinations - -
Net income attributable to the Group 379 426
Dividends paid (400) (350)
Value of shares at the end of the period 2,837 2,913 * Based on available 2015 information for Host GmbH and Allied Maintenance
Financial information relating to Group companies consolidated under the equity method is as follows:
In thousands of euros Dec 31,
2015
Dec 31,
2016*
Non-current assets 24,406 20,151
Current assets 184,900 122,220
Non-current liabilities (29,095) (35,728)
Current liabilities (182,053) (113,431)
Net asset (1,842) (6,788)
Income statement
Revenue 305,009 91,876
Net income (14,169) (2,591) * Based on available 2015 information for Host GmbH and Allied Maintenance
236
20.9. CARRYING AND FAIR VALUE OF FINANCIAL INSTRUMENTS BY ACCOUNTING CATEGORY
Reconciliation between accounting categories and IAS 39 categories
Assets FV P/L FV E AFS
Receivables
and loans
Amortized
costs
Dec 31,
2016
Non-consolidated shares and long-term borrowings
Other non-current financial assets
18,648 39,773 58,421
Other current financial assets (excl. derivatives) 4,633 4,633
Derivatives 7,461 7,461
Trade receivables
168 168
Other current assets 1,370,872 1,370,872
Cash and short-term deposits 226,361 226,361
Total - Financial assets 5,500
560,157 565,657
Liabilities 5,500 168 18,648 2,209,312 2,233,574
Borrowings and loans (excl. derivatives)
Derivatives 1,126,813 1,126,813
Other long-term liabilities 134 134
Current interest-bearing loans and borrowings 6,066 6,066
Trade payables 332,293 332,293
Other current liabilities 780,008 780,008
Total - Financial liabilities 1,211,062 1,211,062
Assets 134 3,456,243 3,456,377 FV P/L: fair value through Profit and Loss, FV E: fair value through Equity, AFS: available-for-sale assets.
Carrying value and fair value of financial instruments
Book value Fair value
In thousands of euros Dec 31, 2015 Dec 31, 2016 Dec 31, 2015 Dec 31, 2016
Assets
Non-consolidated shares and long-term borrowings 44,925 58,421 50,681 65,130
Other non-current financial assets 8,713 4,633 8,713 4,633
Other current financial assets (excl. derivatives) 8,513 7,461 8,513 7,461
Derivatives 25 168 25 168
Trade receivables 1,463,885 1,370,872 1,463,885 1,370,872
Other current assets 227,112 226,361 227,205 226,425
Cash and short-term deposits 603,790 565,657 603,790 565,657
Total - Financial assets 2,356,964 2,233,574 2,362,813 2,240,347
Liabilities
Borrowings and loans (excl. derivatives) 1,121,495 1,126,813 1,121,495 1,126,813
Derivatives 309 134 309 134
Other long-term liabilities 8,110 6,066 8,110 6,066
Current interest-bearing loans and borrowings 395,734 332,293 395,734 332,293
Trade payables 901,535 780,008 901,535 780,008
Other current liabilities 1,181,416 1,211,062 1,181,416 1,211,062
Total - Financial liabilities 3,608,599 3,456,377 3,608,599 3,456,377
237
Classification by asset or liability level at fair value:
In thousands of euros Dec 31, 2016
Fair value Level 1 Level 2 Level 3
Assets
Cash and short-term deposits 5,500 5,500
Derivatives 168 168
Total - Financial assets 5,668 5,500 168 0
Liabilities
Derivatives 134 134
Total - Financial liabilities 134 134 0
- Level 1 corresponding to listed prices.
- Level 2 corresponding to internal model based on external observable factors.
- Level 3 corresponding to internal model not based external on observable factors.
NOTE 21. FINANCIAL RISK MANAGEMENT
21.1. DERIVATIVE FINANCIAL INSTRUMENTS
The Group is mainly exposed to interest rate, foreign exchange and credit risks within the framework of its export
activities. In the context of its risk management policy, the Group uses derivative financial instruments to hedge
risks related to fluctuations in interest rates and foreign exchange rates.
Forward rate agreement in foreign currency
Fair value
(In
thousands
of euros)
Under 1
year 1-2 years 2-3 years 3-4 years 4-5 years
Over 5
years Total
Asset derivatives qualified for designation as cash flow hedges (a)
Forward purchases - USD 149 2,270 711 2,981
Forward sales - USD 8 8,534 8,534
Forward purchases - CHF 1 30 30
Forward sales - CHF 10 211 2,475 2,686
168
Liability derivatives qualified for designation as cash flow hedges (b)
Forward purchase - USD (3) 373 373
Forward sales - USD (111) 4,000 4,000
Forward sales - CHF (16) 1,918 1,918
(130)
Total net derivative qualified for
designation as cash flow hedges
(a) + (b)
39
Liability derivatives not qualified for designation as cash flow hedges
Forward purchases - GBP (4) 112 112
(4)
Total fair value of qualified and
not qualified derivatives 34
Main derivatives deal with forward purchases and sales to cover operations in US Dollars and Swiss francs.
These derivative hedging instruments are accounted for at their fair value. Their valuation stands at level 2
according to IFRS 13, as they are not listed on a regulated market, but based on a generic model and on observable
market data for similar transactions.
238
21.2. INTEREST RATE RISK
Financial assets or liabilities with a fixed rate are not subject to transactions intended to convert them into floating
rates. Interest rate risks on underlying items with floating rates are considered on a case-by-case basis. When the
decision is made to hedge these risks, they are hedged by SPIE Operations by means of an Internal Interest Rate
Shortfall Guarantee according to market conditions.
According to IFRS 13 relating to the credit risk to be taken into account when valuing the financial assets and
liabilities, the estimation made for derivatives is based on default probabilities from secondary market data
(mainly required credit spread) for which a recovery rate is applied.
As at December 31, 2016, given the evolution of variable rates (negative Euribor), no interest rate swap has been
established for the hedging of the existing loans. The Group examines the possibility to establish new swaps
during the first quarter of 2017.
21.3. FOREIGN EXCHANGE RISK
Foreign exchange risks associated with French subsidiaries’ transactions are managed centrally by the intermediate
holding, SPIE Operations:
- Through an Internal Exchange Shortfall Guarantee Agreement for currency flows corresponding to 100% of
SPIE Group’s operations
- By intermediation for currency flows corresponding to equity operations.
In both cases SPIE Operations hedges itself through forward contracts. Foreign exchange risks on calls for tender
are also hedged wherever possible by means of COFACE policies.
The Group’s exposition to the exchange risk relating to the US dollar, to the Swiss Franc and to the Sterling pound
is presented hereafter:
In thousands of euros December 31, 2016
Currencies USD
(American Dollar)
CHF
(Swiss Franc)
GBP
(Sterling Pound)
Closing rate 1.0644 1.0747 0.8396
Risks 8,628 ,9,685 132,966
Hedges (8,605) (4,255) 149
Net positions excluding options 23 5,430 133,115
Sensitivity to the currency rate -10% vs Euro
P&L Impact 957 1,076 14,728
Equity Impact 958 473 n/a
Sensitivity to the currency rate +10% vs Euro
P&L Impact (783) (880) (12,050)
Equity Impact (784) (387) n/a
Impact on the Group reserves of the cash flow hedge 310 16 n/a
The estimated amount of credit risk on currency hedging as at December 31, 2016 is not significant (the risk of
fluctuation during 2016 is also not significant).
21.4. COUNTERPARTY RISK
The Group is not exposed to any significant counterparty risk. Counterparty risks are primarily related to:
- Cash investments;
- Trade receivables;
- Loans granted;
239
- Derivative instruments.
The Group makes most of its cash investments in money market funds invested in European government securities
with banks and financial institutions.
Existing derivatives in the Group (forward purchases and forward sales in USD and GBP) are distributed as
follows at December 12, 2016:
- BNP : 38 %
- Crédit du Nord : 17 %
- Natixis : 30 %
- CA CIB : 15 %
21.5. LIQUIDITY RISK
As at December 31, 2016, the unused amount of the revolving credit facility (RCF) line stands at € 400 million.
The Group introduced a securitization program on its trade receivables which has the following characteristics:
- Twelve of the Group's subsidiaries act as assignors in the securitization program in which assets are
transferred to a securitization mutual fund named SPIE Titrisation.
- SPIE Operations is involved in this securitization program as a centralizing entity on behalf of the Group in
relation to the depository bank.
This receivables securitization program allows participating companies to transfer full ownership of their trade
receivables to the SPIE Titrisation mutual fund allowing them to obtain funding for a total amount of €
300 million, with the possibility to increase the amount to € 450 million.
The use of this program is accompanied by early repayment clauses for certain bank loans.
As at December 31, 2016 transferred receivables represented a total amount of € 529.4 million with financing
obtained amounting to € 287.8 million.
21.6. CREDIT RISK
The main credit policies and procedures are defined at Group level. They are coordinated by the Group's Financial
Division and monitored both by the latter and by the various Financial Divisions within each of its subsidiaries.
Credit risk management remains decentralized at Group level. Within each entity, credit risk is coordinated by the
Credit Management function which is underpinned by the "Group Credit Management" policy and a shared Best
Practices Manual. Payment terms are defined by the general terms of business applied within the Group.
Consequently, the Credit Management Department manages and monitors credit activity, risks and results and is in
charge of collecting trade receivables regardless of whether or not they have been transferred.
Monthly management charts are used to monitor, among other things, customer financing at operational level.
These provide the means to assess customer credit taking into account pre-tax invoicing and production data as
well as customer data (overdue debts and advances) calculated in terms of the number of billing days.
The policy to improve working capital requirements implemented by General Management plays an important role
in improving cash flow, serving more particularly to reduce overdue payments. Other actions have focused
primarily on improving the invoicing process, introducing the securitization program and improving the
information systems used to manage the trade item.
240
Notes regarding cash flow statement
NOTE 22. NOTES TO THE CASH FLOW STATEMENT
22.1. RECONCILIATION WITH CASH ITEMS OF THE STATEMENT OF FINANCIAL POSITION
The following table reconciles the cash position from the cash flow statement (a) and the cash position from the
statement of financial position (b) of the Group:
In thousands of euros Notes Dec 31, 2015 Dec 31, 2016
Marketable securities and other investments 245,777 5,500
Cash 359,107 555,262
Bank overdraft (53,083) (42,229)
Cash and cash equivalents at year-end including assets held
for sale (a) 551,800 518,534
(-) Cash and cash equivalents of assets held for sale (c) (1,418) 6,972
(-) Accrued interests not yet due 211 23
(+) Trading securities (short-term) - -
Cash and cash equivalents at year-end excluding assets held
for sale (b) 550,593 525,528
(c) See Note 20.2.
22.2. IMPACT OF CHANGES IN THE SCOPE OF CONSOLIDATION
The impact of changes in the scope of consolidation can be summarized as follows:
In thousands of euros Dec 31, 2015 Dec 31, 2016
Consideration paid (36,212) (118,087)
Cash and cash equivalents provided 3,475 23,216
Cash and cash equivalents transferred (984) (1,089)
Impact of merger operations (572) -
Impact of change in consolidation methods - (74,843)
Transfer price of consolidated investments 905 -
Effect of change in scope of consolidation on cash & cash equivalents (33,388) (170,803)
22.3. IMPACT OF OPERATIONS HELD FOR SALE
The impact on the cash flow statement of operations classified as discontinued is summarized as follows:
In thousands of euros Dec 31, 2015 Dec 31, 2016
Net cash flow from operating activities (2,070) (13,522)
Net cash flow used in investing activities 75 (1,303)
Net cash flow from financing activities 106 (79)
Effect of change in exchange rates (111) (148)
Effect of change in accounting principles - 6,662
Change in cash and cash equivalents (2,000) (8,390)
Reconciliation
. Cash and cash equivalents at beginning of the period 3,418 1,418
. Cash and cash equivalents at end of the period 1,418 ,(6,972)
241
Other notes
NOTE 23. RELATED PARTY TRANSACTIONS
23.1. DEFINITIONS
Are considered as transactions with related parties the five following categories:
- The transactions between SPIE Operations and its indirect parent entity SPIE SA (formerly Clayax
Acquisition);
- The transactions between a fully consolidated company and its influential minority shareholders;
- The outstanding transactions non eliminated in the consolidated accounts with companies accounted for
under equity method;
- The transactions with key management personnel and with companies held by these key persons and
companies on which they exercise any control.
23.2. REMUNERATIONS AND BENEFITS TO MEMBERS OF THE GOVERNING BODIES
In thousands of euros Dec 31, 2015 Dec 31, 2016
Salaries, social charges and short-term benefits 1,448 1,744
Long-term benefits (awards) 1 -
Post-employment benefits - -
Executive compensation 1,449 1,744
23.3. ATTENDANCE FEES
In 2016, the Board of Directors was composed of four independent Administrators, according to the “Afep-Medef”
Code. One of them has been nominated as a Senior Independent Director on December, 8th, 2016. These
independent Administrators are each member of at least one of the Committees set up by the Board of Directors,
i.e.: audit committee, remuneration committee, nomination committee, strategic and acquisition committee.
In accordance with their mandates and their functions within the Group, the independent Administrators receive
attendance fees.
In thousands of euros Dec 31, 2015 Dec 31, 2016
Attendance fees 104 271
Other remunerations and fringe benefits
Directors remunerations 104 271
The amount of attendance fees correspond to a gross amount before tax deduction withheld at source by the
company.
242
23.4. INVESTMENTS IN ASSOCIATES
The Group has investments in proportionally recognized joint ventures. The table below sets out the Group's
proportionate interest in the assets, liabilities and net income of these entities:
In thousands of euros Dec 31, 2015 Dec 31, 2016
Non-current assets - -
Current assets 89,918 97,623
Non-current liabilities (268) (2)
Current liabilities (87,087) (92,029)
Net assets 2,563 5,592
Income statement
Income 73,364 74,798
Expenses (70,461) (69,206)
23.5. TAX GROUP AGREEMENTS
SPIE SA (formerly Clayax Acquisition) set up a tax consolidation group on July 1, 2011, including, in addition to
itself, the French companies (directly or indirectly) held at 95% or more.
According to the terms of the agreements signed between SPIE SA and each of the companies included in the tax
consolidation group, SPIE SA can use the carry-forward deficits of the various individual companies. If one of the
subsidiaries leaves the tax consolidation group, the parties to the agreement concerned reserve their negotiation
rights to decide whether the former subsidiary should be indemnified.
The Group also has a tax group in Germany, consisting of SPIE Holding GmbH and its German subsidiaries, in the
UK consisting of SPIE UK Ltd and its UK subsidiaries, and in the Netherlands consisting of SPIE Nederland B.V.
and its Dutch subsidiaries.
There has been no significant transaction between related parties between January 1, and December 31, 2016, or
significant modifications between related parties described in the notes to the consolidated financial statements
ended December 31, 2016.
NOTE 24. CONTRACTUAL OBLIGATIONS AND OFF BALANCE SHEET COMMITMENTS
24.1. OPERATING LEASE COMMITMENTS
Commitments relating to operating lease stand at € 367.1 million and breakdown per categories of equipment as
follows:
In thousands of euros Dec 31, 2015 Dec 31, 2016 < 1 year 2 to 5 years > 5 years
Buildings 277,982 216,216 56,834 116,412 42,970
Cars & trucks 89,130 150,890 49,518 90,144 11,228
Total operating leases 367,112 367,106 106,352 206,556 54,198
24.2. OPERATIONAL GUARANTEES
In the course of its operations, the Group SPIE is required to provide a certain number of commitments in terms of
guarantees for the completion of work, the redemption of advances or the repayment of retention money or parent
company guarantees.
In thousands of euros Dec 31, 2015 Dec 31, 2016
Commitments given
Bank guarantees 409,866 361,602
Insurance guarantees 212,212 196,220
Parent company guarantees 365,071 606,646
Total commitments given 987,149 1,164,468
Commitments received
Surety, guarantees and warranties received 13,272 22,317
Total commitments received 13,272 22,317
243
The increase of the parent company guarantees is mainly related to two guarantees totalling € 205 million. These
guarantees were issued by SPIE Limited as part of 2 PFI contracts (private finance initiative projects) for
maintenance services in Scottish high schools. These contracts being concluded for a duration of 30 years, SPIE
Operations will be released from its commitments in August 2040 and December 2040. The remaining increase of
the parent company guarantees is spread over all subsidiaries of the Group, all activities included.
24.3. OTHER COMMITMENTS GIVEN AND RECEIVED
Individual Employee Training Rights for the Group's French Companies
Act no. 2004-391 of May 4, 2004 relating to life-long professional training and social dialogue amending Articles
L933-1 to L933-6 of the French Employment Code entitles employees with open-ended employment contracts
under private law to a right to individual training (acronym: DIF) for a minimum of 20 hours per year, which can
be accumulated over a period of six years (capped at 120 hours).
As of January 1, 2015, the Personnel Training Account (acronym: CPF) replaces the DIF and allows each
employee throughout his career have an individual right to training which will aggregate to its maximum, 120 to
150 hours of training over 9 years (20 hours per year the first 6 years and 10 hours per year for the following three
years).
Employees’ rights to DIF are retained and continue to exist alongside the CPF: the rights to DIF can be used to
exhaustion and up to 2020 at the most.
Tracking the number of hours of training accumulated corresponding to rights acquired under the DIF and the CPF
and the monitoring of the volume of training hours which has not been used are now decentralized and available
through an internet portal accessible only by employees as holders of a CPF account.
Consequently, no measurement can be performed regarding this commitment due to the difficulty in obtaining a
reliable estimate.
Pledging of shares
As part of the IPO and the implementation of the new refinancing plan, all investment securities pledged by direct
and indirect subsidiaries of SPIE SA were subject to release as at June 11, 2015. As at December 31, 2016, no
shares were pledged.
NOTE 25. STATUTORY AUDITORS’ FEES
Auditors’ fees are presented as follows in the income statement of December 31, 2016:
In thousands of euros EY PwC
Statutory audit 1,987 1,335
Audit-related services 522 157
TOTAL 2,509 1,492
NOTE 26. SUBSEQUENT EVENTS
26.1 SPIE’s STRATEGIC DEVELOPMENT IN GERMANY
On 23 December 2016, SPIE entered into a sale and purchase agreement in relation to the acquisition of the SAG
Group (“SAG”). The completion of the acquisition is contemplated by end March 2017, subject to usual condition
precedents and antitrust approval by the European Commission.
Headquartered in Langen, Germany, SAG is owned by private equity firm EQT since 2008.
The SAG group is a major player in services and systems supply for electrical power, gas, water and
telecommunications networks. Its activities are primarily focused on servicing power transmission and distribution
grids. SAG offers a comprehensive range of services to new facilities (such as consultancy and design, engineering
and procurement, installation) and asset support services (such as maintenance services, upgrades and
modifications, replacement).
244
SAG employs approximately 8,000 highly qualified people across more than 170 locations, including 120 in
Germany.
It is the market leader in Germany, where it generates close to 75% of its revenue, and has an established footprint
in Slovakia, the Czech Republic, Poland, Hungary and France.
For the financial year ended December 31, 2016 SAG has generated consolidated revenue of € 1,325 million.
Purpose of the acquisition
The combination of SPIE and SAG will create a German leader in multi-technical services, sharing the key
success factors of the SPIE model: a wide range of complementary technical capabilities, a highly diversified
client base and a densified geographical footprint. It will also provide a gateway for further expansion into Central
Europe.
With strong exposure to long-term growth drivers, potential for further targeted bolt-on acquisitions, and
significant cost synergies planned, this new platform will be well poised to deliver long-term revenue growth and
margin expansion.
Synergies
SPIE expects the acquisition to create significant cost synergies in procurements, since the acquisition will lead to
the purchase of higher volumes and therefore to larger rebates, and the centralization of buying functions. SPIE
also expects cost synergies as a result of the optimization and integration of corporate functions, as well as the
integration of real estate and non-payroll general & administrative expenses. Finally, the acquisition will increase
the Group network density and enable the Group to make efficiency gains.
In this context, SPIE expects to deliver pre-tax synergies of approximately €20 million in procurement,
administrative and other operating expenses over two years.
Integration of SAG into the Group
The Group expects to implement its integration policy to the SAG acquisition in order to ensure a smooth and
rapid integration within the Group. Well-matched, deeply ingrained corporate cultures, strong similarities in
business model, and full commitment from SAG management will ensure a smooth integration process.
Details of the transaction
The transaction is valued at approximately €850 million, including the cash consideration of €460 million and a
post-tax net pension liability of €390 million (including a €455 million IFRS net provision and € (65) million of
deferred tax assets). The implied transaction multiples are 11.0x 2016E EBITA pre synergies, and 8.8x post run-
rate synergies.
Financing of the acquisition
SPIE intends to finance the acquisition by way of a 600,000,000 euros bonds issue.
SPIE has also received from a syndicate of banks firm commitments to provide a bridge loan facility for a total
principal amount of 600,000,000 euros, which purpose is to finance directly or indirectly, the acquisition,
including fees, costs and expenses associated with the transaction and refinance the existing financial indebtedness
of SAG.
The Bridge Loan Facility would have a 12-month maturity from the withdrawal date, with an extension option at
the sole discretion of the Company, and bear an interest rate of EURIBOR (with a 0% floor) plus the relevant
margin.
SPIE intends to enter into the Bridge Loan Facility if it does not complete the bonds issuance.
245
26.2 EXTERNAL GROWTH
The SPIE Group made the following acquisitions:
- On January 2nd, 2017, the Ad Bouman B.V. company located in the Netherlands was acquired by SPIE
Nederland for an amount of € 3.5 million, subject to usual antitrust approval by the European Commission.
The completion of the acquisition is contemplated by end of first quarter 2017 or beginning of second
quarter 2017. Ad Bouman B.V., established in 1980, focuses on non-food retail spaces, where it provides a
broad range of installation services, including electro-technical work, heating systems, air conditioning,
climate control and security. The company provides turnkey installation to a high quality and diverse
customer base of national and international retailers. Ad Bouman B.V. employs 22 people and generates
annual revenue of approximately 5 million euros.
- On January 25th, 2017, the Maintenance Mesure Contrôle (« MMC ») company located in France was
acquired by SPIE Nucléaire for an amount of € 3.6 million. Founded in 1989 and based in Lorraine, MMC
specializes in acoustic control, air leakage tests and infrared thermography on the French electronuclear
sites. MMC employs 15 people and recorded revenues of 3 million euros in the year ended March 31st,
2016.
26.3 “AMBITION 2020” PROJECT
As part of its “Ambition 2020” project, SPIE announced the creation, since January 1, 2017, of two new French
subsidiaries to cover the national territory, each in its own specialty.
SPIE Citynetworks is dedicated to the telecoms and outdoor networks market, and SPIE Facilities which is
dedicated to the building maintenance market. These two companies combine corresponding activities of the five
French regional multi-technical subsidiaries that previously operated.
SPIE Citynetworks is dedicated to the market of external networks and telecoms.
It has 2,600 employees spread over more than 130 locations. Addressing public and private customers, the entity
focuses on issues related to electric mobility, urban video surveillance or intelligent public lighting. It proposes
supports to national or regional contracts for the digital development of the territories, from the phases of studies /
design up to the maintenance, until completion. SPIE Citynetworks is involved in the deployment of 4G and 5G
telephony networks, the deployment of fiber and the installation of charging infrastructures for electric vehicles.
SPIE Facilities, for its part, is dedicated to the market of the maintenance of the buildings and the "facility
management". It has the same number of employees but only 65 locations in France. It offers to its customers in
the residential / tertiary and industrial sectors (real estate assets) solutions that meet the latest technological, energy
and environmental challenges. With a growth market, its mission will be to propose and manage services to
enhance the performance of buildings and the comfort of their occupants. The entity intends to position itself on
predictive services.
As of January 1, 2017, the SPIE Group in France is based on a two main structures, with five regional subsidiaries
(SPIE Île-de-France Nord-Ouest, SPIE Est, SPIE Sud-Est, SPIE Sud-Ouest, SPIE Ouest-Centre) but also three
national subsidiaries of specialty (SPIE ICS, SPIE Facilities and SPIE Citynetworks). This sub-group has 16,200
employees.
246
NOTE 27. SCOPE OF CONSOLIDATION
Company Address
Consolidation
currency Consolidation
method 2015*
% of interest
2015/12/31
Consolidation
method 2016*
% of interest
2016/12/31
SUB-GROUP SPIE SA (HQ)
SPIE SA 10, Av de l'entreprise
95863 CERGY-PONTOISE
CEDEX
EUR Mother 100.00 Mother 100.00
FINANCIERE SPIE 10, Av de l'entreprise
95863 CERGY-PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
SPIE Operations 10, Av de l'entreprise
95863 CERGY-PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
SOREMEP 10, Av de l'entreprise
95863 CERGY-PONTOISE
CEDEX
EUR F.C. 100.00 Merged -
PARC SAINT CHRISTOPHE
SNC
10, Av de l'entreprise
95863 CERGY-PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
SPIE INTERNATIONAL 10, Av de l'entreprise
95863 CERGY-PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
SPIE CITYNETWORKS (ex ST4) 1/3 place de la Berline
93287 SAINT DENIS Cedex
EUR F.C. 100.00
S.G.T.E. INGENIERIE 10, Av de l'entreprise
95863 CERGY-PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
SPIE BATIGNOLLES T.P. 10, Av de l'entreprise
95863 CERGY-PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
SPIE FACILITIES (ex SPIE 911) 1/3 place de la Berline
93287 SAINT DENIS Cedex
EUR F.C. 100.00
SPIE TELECOM SERVICES
GEIE
10, Av de l'entreprise
95863 CERGY-PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
SPIE BATIGNOLLES TP HOCH
UND TIEFBAU GMBH
Unter den linden 21
10117 BERLIN - GERMANY
EUR F.C. 100.00 F.C. 100.00
SPIE INFRASTRUKTUR GMBH
(ex SB GMBH)
Rudolfstrasse 9
10245 BERLIN - GERMANY
EUR F.C. 100.00 F.C. 100.00
SPIE RAIL (DE) GMBH Unter den linden 21
10117 BERLIN - GERMANY
EUR F.C. 100.00 F.C. 100.00
SPIE SPEZIALTIEFBAU GMBH Unter den linden 21
10117 BERLIN - GERMANY
EUR F.C. 100.00 F.C. 100.00
SPIE ENERTRANS 10, Av de l'entreprise
95863 CERGY-PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
SUB-GROUP SPIE IDF NO
SPIE IDF NORD OUEST 1/3 place de la Berline
93287 SAINT DENIS Cedex
EUR F.C. 100.00 F.C. 100.00
TECHNIQUE DE GESTION
IMMOBILIERE
1/3 place de la Berline
93287 SAINT DENIS Cedex
EUR F.C. 100.00 Merged -
SPIE POSTES HTB Parc Scientifique de la Haute
Borne
10, avenue de l'Harmonie CS
20292
59 665 VILLENEUVE-
D’ASCQ CEDEX
EUR F.C. 100.00 F.C. 100.00
CINERGY SAS 27 Avenue du Gros Chêne
95614 ERAGNY SUR OISE
EUR Equity Method 50.00 Equity Method 50.00
SUB-GROUP SPIE EST
SPIE EST 2, route de Lingolsheim
BP 70330 - GEISPOLSHEIM
GARE
EUR F.C. 100.00 F.C. 100.00
ANQUETIL CLIMATICIENS 2, route de Lingolsheim
67118 GEISPOLSHEIM
GARE
EUR F.C. 100.00 F.C. 100.00
SOCIETE NOUVELLE HENRI
CONRAUX
2, route de Lingolsheim
67118 GEISPOLSHEIM
GARE
EUR F.C. 100.00 F.C. 100.00
SUB-GROUP SPIE SUD EST
SPIE SUD EST 4, avenue Jean-Jaurès - B.P. 19
69320 FEYZIN
EUR F.C. 100.00 F.C. 100.00
C-TRAM SERVICES 497, Rue Nicéphore Niepce
69 800 SAINT-PRIEST
EUR F.C. 100.00 F.C. 100.00
SOMELEC ZA La Garrigue du Rameyron EUR F.C. 100.00 Merged -
247
Company Address
Consolidation
currency Consolidation
method 2015*
% of interest
2015/12/31
Consolidation
method 2016*
% of interest
2016/12/31
SUB-GROUP SPIE SA (HQ)
84830 SERIGNAN DU
COMTAT
ENTREPRISE TRENTO Route de Camaret
84 100 ORANGE
EUR F.C. 100.00 F.C. 100.00
LIONS Chemin du Badaffier - ZAC
Ste Anne Est
84 700 SORGUES
EUR F.C. 100.00 F.C. 100.00
THERMAT 2, rue de l'Euro
74 960 MEYTHET
EUR F.C. 100.00
VILLANOVA ZAC de Chazaleix - Rue
Emmanuel Chabrier
63 730 LES MARTRES DE
VEYRE
EUR F.C. 100.00
ACEM Avenue Albert Einstein
63200 RIOM
EUR F.C. 100.00 F.C. 100.00
ELECTROTECH Chemin des Léchères 3
1217 MEYRIN -
SWITZERLAND
CHF F.C. 100.00 F.C. 100.00
HAMARD SA Chemin des Léchères 3
1217 MEYRIN -
SWITZERLAND
CHF F.C. 100.00 F.C. 100.00
SPIE MTS SA (Ex Spie Suisse
SA)
Chemin des Léchères 3
1217 MEYRIN -
SWITZERLAND
CHF F.C. 100.00 F.C. 100.00
FANAC & ROBAS SA 107, Rue de Lyon
1203 GENEVE -
SWITZERLAND
CHF F.C. 100.00 F.C. 100.00
VISTA CONCEPT SA En reutet B
1868 COLLOMBEY MURAZ
- SWITZERLAND
CHF F.C. 100.00 F.C. 100.00
VISCOM SYSTEM SA Avenue des Alpes 29
MONTREUX -
SWITZERLAND
CHF F.C. 100.00 F.C. 100.00
SUB-GROUP SPIE OUEST CENTRE
SPIE OUEST CENTRE 7, Rue Julius et Ethel
Rosenberg
BP 90263
44818 SAINT HERBLAIN
CEDEX
EUR F.C. 100.00 F.C. 100.00
SIPECT 229, Rue du Docteur
Guichard - BP 91004
49010 ANGERS Cedex 1
EUR F.C. 100.00 F.C. 100.00
VAL DE LUM Parc d'activités de la Fringale
- Voie de l'institut
27100 VAL DE REUIL
EUR F.C. 85.00 F.C. 85.00
ENELAT OUEST ZAC de la Lorie, Immeuble
Berlioz, 31 rue Bonny Sands
44 800 SAINT HERBLAIN
EUR F.C. 100.00 F.C. 100.00
PROJELEC 25 ,Allée Evariste Gallois
18000 BOURGES
EUR F.C. 100.00 F.C. 100.00
JURET 229, Rue du Docteur
Guichard
49000 ANGERS
EUR F.C. 100.00 Merged -
ELCARE Avenue du Maine
72 190 SAINT PAVACE
EUR F.C. 100.00 F.C. 100.00
SUB-GROUP SPIE SUD OUEST
SPIE SUD OUEST 70, Chemin de Payssat - B.P.
4056
ZI Montaudran 31400
TOULOUSE
EUR F.C. 100.00 F.C. 100.00
THERMI 115, rue Olof Palm - ZAC de
Tournezy
34 000 MONTPELLIER
EUR F.C. 100.00 F.C. 100.00
ENELAT 70 Chemin de Payssat - Zone
Industrielle de Montaudran
31 400 TOULOUSE
EUR F.C. 100.00 F.C. 100.00
SONO TECHNIC Impasse Maniou
31 140 LAUNAGUET
EUR F.C. 100.00 F.C. 100.00
BOISSON Zone Artisanale
34 130 MUDAISON
EUR F.C. 100.00 F.C. 100.00
STE NARBONNAISE
D'ELECTRIFICATION (SNE)
2 Rue de l'artisanat - Zone
Industrielle de Plaisance
11 100 NARBONNE
EUR F.C. 100.00 Merged -
MADAULE ET FILS 2 Rue de l'artisanat - Zone
Industrielle de Plaisance
EUR F.C. 100.00 Merged -
248
Company Address
Consolidation
currency Consolidation
method 2015*
% of interest
2015/12/31
Consolidation
method 2016*
% of interest
2016/12/31
SUB-GROUP SPIE SA (HQ)
11 100 NARBONNE
MADAULE AUTOMATION 2 Rue de l'artisanat - Zone
Industrielle de Plaisance
11 100 NARBONNE
EUR F.C. 100.00 Merged -
SPIE MAROC PK 374, 815 Route d'el
Jadida (par Lissasfa)
Km 1.5 C.R. Ouled Azzouz
Province de Nouaceur
CASABLANCA - Morocco
MAD F.C. 100.00 F.C. 100.00
COMAFIPAR S.A. PK 374, 815 Route d'el
Jadida (par Lissasfa)
Km 1.5 C.R. Ouled Azzouz
Province de Nouaceur
CASABLANCA - Morocco
MAD F.C. 100.00 F.C. 100.00
TECNO SPIE SA Parque Oriente
Rua D. Nuno Alvares
PEREIRA n°4, 3°
2695-445 BOBADELA -
Portugal
EUR F.C. 100.00 Disposed -
SUB-GROUP SPIE NUCLEAIRE
SPIE DEN 10, Av de l'entreprise - Pôle
Edison
95 863 CERGY PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
SPIE NUCLEAIRE 10, Av de l'entreprise - Pôle
Edison
95 863 CERGY PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
ATMN Le Marais - Route Insudtrielle
EST
76 430 SAINT VIGOR
D'YMONVILLE
EUR F.C. 100.00 F.C. 100.00
SUB-GROUP SPIE ICS
SPIE ICS (formerly SPIE
Communications)
53, Boulevard de Stalingrad
92247 MALAKOFF
EUR F.C. 100.00 F.C. 100.00
SPIE Cloud SERVICES (formerly
VeePee)
53, Boulevard de Stalingrad
92247 MALAKOFF
EUR F.C. 100.00 F.C. 100.00
SPIE INFOSERVICES (formerly
SPIE Infogérance et Services)
53, Boulevard de Stalingrad
92247 MALAKOFF
EUR F.C. 100.00 F.C. 100.00
SOCIETE FINANCIERE DU
LANGUEDOC - SOFILAN
Rue Guy Arnaud - ZAC de
Valdegour
30900 NIMES
EUR F.C. 100.00
APPLICATION
DEVELOPPEMENT
INFORMATIQUE - ADI
Rue Guy Arnaud - ZAC de
Valdegour
30900 NIMES
EUR F.C. 100.00
REPRO DIFFUSION
INFORMATIQUE - RDI
Rue Guy Arnaud
30900 NIMES
EUR F.C. 100.00
249
Company Address
Consolidation
currency Consolidation
method 2015*
% of
interest
2015/12/31
Consolidation
method 2016*
% of
interest
2016/12/31
SUB-GROUP SPIE BELGIUM
SPIE BELGIUM Rue des deux gares 150
1070 BRUXELLES - Belgium
EUR F.C. 100.00 F.C. 100.00
DEVIS NV Herentalseweg 48
2440 GEEL - Belgium
EUR F.C. 100.00 F.C. 100.00
DEVINOXS NV Lammerdries3
2440 GEEL - Belgium
EUR F.C. 100.00 F.C. 100.00
DESERVIS NV Lammerdries3
2440 GEEL - Belgium
EUR F.C. 100.00 F.C. 100.00
ELEREP NV Lammerdries3
2440 GEEL - Belgium
EUR F.C. 100.00 F.C. 100.00
UNI-D NV Lammerdries3
2440 GEEL - Belgium
EUR F.C. 100.00 F.C. 100.00
THERMOFOX NV Spieveldstraat 7
9160 LOKEREN - Belgium
EUR F.C. 100.00 Merged -
CRIC (CLIMATISATION,
REFRIGERATION INDUSTRIELLE ET
COMMERCIALE SPRL)
Rue des Berces 7
5650 CHASTRES - Belgium
EUR F.C. 100.00
SUB-GROUP SPIE NEDERLAND
SPIE NEDERLAND B.V. Huifakkerstraat, 15
4800 CG BREDA -
Netherlands
EUR F.C. 100.00 F.C. 100.00
SPIE CONTROLEC ENGINEERING B.V. De Brauwweg, 74-82
NL 3125 AE Schiedam -
Netherlands
EUR F.C. 100.00 F.C. 100.00
SPIE CZECH S.R.O. Pod Hradbami 2004/5
PSC 59401 VELKE
MEZIRICI
CZK F.C. 100.00 Disposed -
GIETWALSONDERHOUDCOMBINATIE
B.V.
Staalstraat, 150
4815 PN BREDA – PAYS
BAS
1951 JP Velsen-Nord
EUR Equity Method 50.00 Equity Method 50.00
ELECTRIC ENGINEERING INSTALLATION
B.V.
Kromme Schaft 3
NL 3991 AR HOUTEN -
Netherlands
EUR F.C. 100.00 Merged -
GEBR. VAN DER DONK CIVIEL B.V. Menhirweg 6
NL 5342LS Oss - Netherlands
EUR F.C. 100.00 F.C. 100.00
ALEWIJNSE ZWOLLE B.V. Curieweg 11
NL 8013 RA ZWOLLE -
Netherlands
EUR F.C. 100.00
ALEWIJNSE ULTRECHT B.V. Detmoldstraat 17
NL 3523 GA UTRECHT -
Netherlands
EUR F.C. 100.00
ALEWIJNSE DELFT B.V. Westlandseweg 13
NL 2624 AA DELFT -
Netherlands
EUR F.C. 100.00
GPE TECHNICAL SERVICES B.V. De Weegschaal 5
5215 MN'S -
HERTOGENBOSCH -
Netherlands
EUR F.C. 100.00
JANSEN VENNEBOER
BEHEERMAATSCHAPPIJ
Industrieweg 4
NL 8131VZ WIJHE -
Netherlands
EUR F.C. 100.00
JANSEN VENNEBOER BEHEER &
ONDERHOUD
Industrieweg 4
NL 8131VZ WIJHE -
Netherlands
EUR F.C. 100.00
JANSEN VENNEBOER ADVIES B.V. Industrieweg 4
NL 8131VZ WIJHE -
Netherlands
EUR F.C. 100.00
JANSEN VENNEBOER B.V. Industrieweg 4
NL 8131VZ WIJHE -
Netherlands
EUR F.C. 100.00
INFRASTRUCTURES SERVICES &
PROJECTS B.V.INDIANA
Kromme Schaft 3
NL 3991 AR HOUTEN -
Netherlands
EUR F.C. 100.00 F.C. 100.00
SUB-GROUP SPIE UK
SPIE LIMITED 33 Gracechurch Street, 2nd
Floor
EC3V OBT LONDON -
England
GBP F.C. 100.00 F.C. 100.00
SPIE UK 33 Gracechurch Street, 2nd
Floor
EC3V OBT LONDON -
England
GBP F.C. 100.00 F.C. 100.00
SPIE WHS LIMITED 33 Gracechurch Street, 2nd
Floor
EC3V OBT LONDON -
England
GBP F.C. 100.00 F.C. 100.00
250
Company Address
Consolidation
currency Consolidation
method 2015*
% of
interest
2015/12/31
Consolidation
method 2016*
% of
interest
2016/12/31
GARSIDE AND LAYCOCK (ST ANNES)
LIMITED
33 Gracechurch Street, 2nd
Floor
EC3V OBT LONDON
England
GBP F.C. 100.00 F.C. 100.00
GARSIDE AND LAYCOCK LIMITED 33 Gracechurch Street, 2nd
Floor
EC3V OBT LONDON
England
GBP F.C. 100.00 F.C. 100.00
GARSIDE AND LAYCOCK GROUP
LIMITED
33 Gracechurch Street, 2nd
Floor
EC3V OBT LONDON
England
GBP F.C. 100.00 F.C. 100.00
ALARD ELECTRICAL LTD 33 Gracechurch Street2nd
Floor
EC3V OBT LONDON -
England
GBP F.C. 100.00 F.C. 100.00
SPIE FS NORTHEN (UK) LIMITED Centre Park - WA1 1RL
WARRINGTON
Cheshire - England
GBP F.C. 100.00 F.C. 100.00
SPIE ENS Limited 33 Gracechurch Street, 2nd
Floor
EC3V OBT LONDON -
England
GBP F.C. 100.00 F.C. 100.00
VEHICLE RENTAL IRELAND LIMITED 1 CairnView, Swatragh
Maghera
BT 46 5QG COUNTY
LONDONDERRY - Ireland
GBP F.C. 100.00 F.C. 100.00
SCOTSHIELD MCCAFFERTY HOUSE
99 Firhill road
G20 7BE GLASGOW -
Scotland
GBP F.C. 100.00 F.C. 100.00
SPIE LEVEN ENERGY SERVICES LTD CNA House Sanfold Lane -
Levenchulme
M19 3BJ MANCHESTER -
England
GBP F.C. 100.00 F.C. 100.00
TRIOS COMPLIANCE LIMITED 33 Gracechurch Street, 2nd
Floor
EC3V OBT LONDON -
England
GBP F.C. 100.00
TRIOS GROUP LIMITED 33 Gracechurch Street, 2nd
Floor
EC3V OBT LONDON -
England
GBP F.C. 100.00
TRIOS PROPERTY LIMITED 33 Gracechurch Street, 2nd
Floor
EC3V OBT LONDON -
England
GBP F.C. 100.00
TRIOS SECURE LIMITED 33 Gracechurch Street, 2nd
Floor
EC3V OBT LONDON -
England
GBP F.C. 100.00
TRIOS SKILZ LIMITED 33 Gracechurch Street, 2nd
Floor
EC3V OBT LONDON -
England
GBP F.C. 100.00
TRIOS FACILITIES LIMITED 33 Gracechurch Street, 2nd
Floor
EC3V OBT LONDON -
England
GBP F.C. 100.00
SUB-GROUP SPIE HOLDING GMBH
SPIE HOLDING GMBH Alfredstrasse 236
45133 ESSEN - Germany
EUR F.C. 100.00 F.C. 100.00
SPIE GMBH Alfredstrasse 236
45133 ESSEN - Germany
EUR F.C. 100.00 F.C. 100.00
SPIE DEUTSCHLAND SYSTEM
INTEGRATION GMBH
Ruschgraben 135
76139 KARLSRUHE -
Germany
EUR F.C. 100.00 Merged -
ADVAGO S.A. 4 Zalogou Str & Mesogeion
Ave
AGIA PARASKEVI -
Grece
EUR F.C. 51.00 F.C. 51.00
CAR.E FACILITY MANAGEMENT GMBH Fuhlsbüttler Strasse 399
22309 HAMBOURG -
Germany
EUR F.C. 100.00 Merged -
CAR.E FACILITY MANAGEMENT KFT VACI UT 76
1133 BUDAPEST -
Hungary
HUF F.C. 100.00 F.C. 100.00
FMGO! GMBH Gedonstrasse 8
80802 MUNICH - Germany
EUR I.G. 74.90 I.G. 74.90
251
Company Address
Consolidation
currency Consolidation
method 2015*
% of
interest
2015/12/31
Consolidation
method 2016*
% of
interest
2016/12/31
HOST GMBH HOSPITAL SERVICE +
TECHNIK
Theodor - Stern - Kai 7
60596 FRANCFORT SUR
LE MAIN - Germany
EUR I.G. 25.10 Equity Method 25.10
SCHLOSS HERRENHAUSEN GMBH Herrenhäuser Strasse 3
30419 HANOVRE -
Germany
EUR I.G. 100.00 I.G. 100.00
SPIE ENERGY SOLUTIONS GMBH Alfredstrasse 236
45133 ESSEN - Germany
EUR I.G. 100.00 I.G. 100.00
SPIE ENERGY SOLUTIONS HARBURG
GMBH
Fuhlsbüttler Strasse 399
22309 HAMBOURG -
Germany
EUR I.G. 65.00 I.G. 65.00
SPIE POLSKA SP Z.O.O. ul. Powsinska 64A
PL-02-903 WARSZAWA -
Poland
PLN I.G. 100.00 I.G. 100.00
SPIE IFS SA (Ex SPIE SCHWEIZ AG) Untere rebgasse 7
4058 BASEL - Switzerland
CHF I.G. 100.00 I.G. 100.00
SPIE FLEISCHHAUER GMBH Oldenburger Allee 36
30659 HANNOVER -
Germany
EUR I.G. 100.00 I.G. 100.00
G. FLEISCHHAUER GmbH Kreuzbergstrasse 31
06849 DESSAU –
ROSSLAU - Germany
EUR I.G. 100.00 Merged -
CROMM UND CO. GMBH Siemensallee 75
76187 KARLSRUHE -
Germany
EUR I.G. 100.00 Merged -
AM ALLIED MAINTENANCE GMBH König-Georg-Stieg 8-10
21107 HAMBURG -
Germany
EUR Equity Method 25.00
SPIE HARTMANN GMBH
(ex HARTMANN ELEKTROTECHNIK GMBH)
König-Georg-Stieg 8-10
21107 HAMBURG -
Germany
EUR I.G. 100.00
HE HANSE PROJEKTMANAGEMENT GMBH König-Georg-Stieg 8-10
21107 HAMBURG –
Germany
EUR I.G. 100.00
SPIE COMNET GmbH (ex SPIE ICS Gmbh) Burgewedeler Strasse 27a
30916 ISERNHAGEN -
Germany
EUR I.G. 100.00
COMNET COMMUNICATIONSSYSTEME &
NETZWERKSERVICE BERLIN GMBH
Am Borsigturm 58
13507 BERLIN - Germany
EUR I.G. 100.00
COMNET HANSE GMBH Friedrich-Ebert-Damm 245
22159 HAMBURG -
Germany
EUR I.G. 100.00
COMNET COMMUNICATIONSSYSTEME &
NETZWERKSERVICE GMBH
Burgewedeler Strasse 27a
30916 ISERNHAGEN -
Germany
EUR I.G. 100.00
COMNET COMMUNICATIONSSYSTEME &
NETZWERKSERVICE REGION MITTE GMBH
Friedrich-Ebert Strasse 25
34117 KASSEL - Germany
EUR I.G. 100.00
COMNET Rhein-Neckar GmbH Mundenheimer Strasse 55
68219 MANNHEIM -
Germany
EUR I.G. 100.00
COMNET West GmbH Leyboldstrasse 10
50354 HÜRTH - Germany
EUR I.G. 100.00
AGIS FIRE & SECURITY OY FINLAND Valuraudantie 19
700 - Helsinki - Finland
EUR I.G. 100.00
AGIS FIRE & SECURITY KFT HUNGARY Montevideo u. 3a
1037 Budapest - Hungary
HUF I.G. 100.00
AGIS FIRE & SECURITY SP.Z.O.O. POLAND UI. Palisadowa 20/22
01-940 Warsaw Poland
PLN I.G. 100.00
GFT GESELLSCHAFT FÜR ELEKTRO MBH Am Lichtbogen 40
45141 ESSEN - Germany
EUR I.G. 100.00
SUB-GROUP SPIE ICS AG
SPIE SCHWEIZ AG Industriestrasse 50a
8304 Wallisellen -
Switzerland
CHF I.G. 100.00
SPIE ICS AG (ex CONNECTIS) Sonnenplatz 6
6020 EMMENBRÜCKE -
Switzerland
CHF I.G. 100.00 I.G. 100.00
252
Company Address
Consolidation
currency Consolidation
method 2015*
% of interest
2015/12/31
Consolidation
method 2016*
% of interest
2016/12/31
SUB-GROUP SPIE OIL GAS & SERVICES
GEMCO 5, Avenue des frères Wright
ZI du Pont Long - 64140 LONS
EUR F.C. 100.00 F.C. 100.00
FORAID 10, Av de l'entreprise - Pôle Edison
95863 CERGY PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
ALMAZ SPIE OGS P.O. Box 18123 SANA' A
Republic Of Yemen
USD F.C. 80.00 F.C. 80.00
FORAID ALGERIE EURL RN 49
OUARGLA - Algeria
DZD F.C. 100.00 F.C. 100.00
SPIE OGS CONGO B.P. 316
POINTE NOIRE - Congo
CFA F.C. 100.00 F.C. 100.00
SPIE OGS GABON B.P. 579
PORT GENTIL - Gabon
CFA F.C. 99.00 F.C. 99.00
IPEDEX Sdn Bhd (Brunei) Lot 4187, N°12, Jalan Panden
Lima A
KUALA BELAIT
BND F.C. 100.00 Liquidated -
IPEDEX GABON B.P. 1564
PORT GENTIL - Gabon
EUR F.C. 90.00 F.C. 90.00
IPEDEX INDONESIA ANZ Tower - 12th floor
Jalan Jenderal Sudirman, KAV
33A
10220 JAKARTA - Indonesia
USD F.C. 90.00 F.C. 90.00
SPIE OGS (MALAYSIA) SDN
BHD
Level 8, Symphony House, Block
D13
Pusat Dagangan Dana 1
47301 PETALING JAYA,
SELANGOR DARUL EHSAN -
Malaysia
MYR F.C. 49.00 F.C. 49.00
SPIE OGS KISH LLC (Iran) P.O. Box 79415 - 1316
1316 KISH ISLAND I.R. - IRAN
USD F.C. 100.00 F.C. 100.00
SPIE OGS MIDDLE EAST LLC
(Abu Dhabi)
P.O. Box 4899
ABU DHABI - United Arab
Emirates
AED F.C. 100.00 F.C. 100.00
SPIE OIL & GAS SERVICES 10, Av de l'entreprise - Pôle Edison
95863 CERGY PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
SPIE OGS ASP SDN BHD
(Malaisie)
Level 8, Symphony House, Block
D13
Pusat Dagangan Dana 1
47301 PETALING JAYA,
SELANGOR DARUL EHSAN -
Malaysia
MYR F.C. 100.00 F.C. 100.00
SPIE OGS THAILAND Ltd 1010, Shinawatra tower III
27th Floor, Unit 2702
Viphavadi Rangsit Road,
Chatuchak
10900 BANGKOK - Thailand
THB F.C. 100.00 F.C. 100.00
Sonaid (a) Rua Amilcar Cabral n°211
Edificio IRCA - 9° et 10° Andar
LUANDA - Angola
USD F.C. 55.00 Equity Method 55.00
SPIE NIGERIA Ltd 55 Trans Amadi Industrial Layaout
PORT HARCOURT - Nigeria
NGN F.C. 100.00 F.C. 100.00
SPIE OIL & GAS SERVICES
VENEZUELA
Esquina Puente Victoria
Edificio Centro Villasmil, piso 6,
oficina 617
La Candelaria – CARACAS -
Venezuela
VEF F.C. 100.00 F.C. 100.00
ENERFOR 10, Av de l'entreprise - Pôle Edison
95863 CERGY PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
YCOMAZ 10, Av de l'entreprise - Pôle Edison
95863 CERGY PONTOISE
CEDEX
EUR F.C. 100.00 F.C. 100.00
GTMH NIGERIA Plot 107 trans Amadi indus. Layout
PORT - HARCOURT - Nigeria
NGN F.C. 100.00 F.C. 100.00
ASB PROJECTS &
RESSOURCES PTE LTD
80 Raffles place - 26.01 UOB
Plazza 1
Singapore 048624
USD F.C. 100.00 F.C. 100.00
SPIE OIL & GAS SERVICES
SAUDI
Al Mafleh Buildin,g, 2nd Floor
Labor City, King Abdulaziz Road -
Cross 7, Building 7263 - Unit 1 PO
Box 4695 – 34442 AL KHOBAR
Saudi Arabia
SAR F.C. 100.00 F.C. 100.00
SPIE LYBIA Tourist City Gargaresh
TRIPOLI - Lybia
USD F.C. 65.00 F.C. 65.00
SPIE OGS BELGIUM Rue des deux gares 150
1070 BRUXELLES - Belgium
EUR F.C. 100.00 F.C. 100.00
SPIE TECNICOS DE ANGOLA
LIMITADA
Avenida Commante Kima Kyenda
n°309
USD F.C. 75.00 F.C. 75.00
253
no bairro da Boa Vista
LUANDA Angola
SPIE OGS VIETNAM LTD Saigon Tower, 29, Le Duan
Boulevard
District 1 – HO CHI MINH CITY -
Vietnam
VND F.C. 100.00 F.C. 100.00
SPIE EDGO ENERGY
VENTURES LIMITED
PO Box 74980, Emaar Square,
Building 4, Level 7 Unit 702
74980 DUBAI - United Arab
Emirates
AED F.C. 100.00 F.C. 100.00
SPIE PLEXAL (Thailand) Ltd N°555, Rasa Tower 1 - 14th Floor -
Units 1401-1404 - Paholyothin
Road Chatuchak Sub-district
Chatuchak District - Bangkok -
Thailand
THB F.C. 100.00 F.C. 100.00
SPIE OIL AND GAS
SERVICES PTY LTD
18th Floor, 140 St George’s
Terrace
PERTH WA 6000 - Australia
AUD F.C. 100.00 F.C. 100.00
SERVICES PETROLEUM &
INDUSTRIAL
EMPLOYEMENT (SPIEM)
PO BOX 15
ABU DHABI - United Arab
Emirates
AED F.C. 100.00 F.C. 100.00
SPIE OGS LIMITED (UK) 33 Gracechurch Street
EC3V OBT LONDON - England
GBP F.C. 100.00 F.C. 100.00
SPIE OGS JBL Limited P.O. Box 74980 Emaar Square
Building Level 7 Unit 702
Downtown DUBAI - United Arab
Emirates
AED I.G. 100.00
SPIE SERVICES NIGERIA
LTD
55 Trans Amadi Industrial Layout
PORT HARCOURT - Nigeria
NGN F.C. 100.00 F.C. 100.00
(a) Sonaid was consolidated under the equity method in the 2016 Group’s accounts (see Note 6.2).
* F.C.: Full Consolidation
254
STATUTORY AUDITORS’ REPORT ON THE ISSUER’S CONSOLIDATED FINANCIAL
STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2016
This is a free translation into English of the statutory auditors’ report on the consolidated financial statements
issued in French and it is provided solely for the convenience of English speaking users. The statutory auditors’
report includes information specifically required by French law in such reports, whether modified or not.
The information presented below is the audit opinion on the consolidated financial statements and includes an
explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing
matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated
financial statements taken as a whole and not to provide separate assurance on individual account balances,
transactions, or disclosures.
This report also includes information relating to the specific verification of information given in the Group’s
management report.
This report should be read in conjunction with, and construed in accordance with, French law and professional
auditing standards applicable in France.
SPIE SA
Statutory auditors’ report on the consolidated financial statements
For the year ended 31 December 2016
“To the Shareholders,
In compliance with the assignment entrusted to us by both a collective decision of your partners and your
general meeting of shareholders, we hereby report to you, for the year ended 31 December 2016, on:
the audit of the accompanying consolidated financial statements of SPIE SA ;
the justification of our assessments;
the specific verification required by law.
These consolidated financial statements have been approved by the Board of Directors. Our role is to express
an opinion on these consolidated financial statements based on our audit.
I Opinion on the consolidated financial statements
We conducted our audit in accordance with professional standards applicable in France; those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement. An audit involves performing procedures, using sampling
techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the
consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies
used and the reasonableness of accounting estimates made, as well as the overall presentation of the
consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our audit opinion.
In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of
the financial position of the Group as at 31 December 2016 and of the results of its operations for the year then
ended in accordance with International Financial Reporting Standards as adopted by the European Union.
255
II - Justification of our assessments
In accordance with the requirements of article L.823-9 of the French Commercial Code (code de commerce)
relating to the justification of our assessments, we bring to your attention the following matters:
Accounting principles
Your Group applies the stage of completion method for recognition of revenue and income from services
rendered, as set out in Note 3.4 of the consolidated financial statements. As part of our assessment of the
accounting principles applied by your Group, we verified the application of this method. Our work
consisted in assessing the existing procedures, reviewing data and assumptions used by operational and
financial managers for the most significant contracts. We made sure that the method used and the related
disclosures are appropriate.
Use of estimates
Your Group evaluates and, if necessary, records impairment charges for its tangible and intangible assets,
as set out in Notes 3.10 and 14.2. We made sure that the method is appropriate, and that the estimates used
for the valuation of those assets are appropriate.
Your Group records provisions on risks associated with its current activity, as set out in Notes 3.17 and
18.2. We reviewed these provisions based on the procedures implemented by management to identify and
evaluate risks, a detailed review of the identified risks and related estimates, and a subsequent events
review to corroborate these estimates. We made sure of the reasonableness of the assumptions and of the
related estimates.
Your Group records provisions on employee benefits, as set out in Notes 3.18 and 18.1. We reviewed the
assumptions and the valuation methods used by your Group and we made sure of the reasonableness of
these assumptions and of the related estimates.
These assessments were made as part of our audit of the consolidated financial statements taken as a
whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.
III - Specific verification
As required by law, we have also verified in accordance with professional standards applicable in France the
information presented in the Group’s management report.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial
statements.”
Neuilly sur Seine and Paris-La Défense, on 9 March 2017
The statutory auditors
PricewaterhouseCoopers Audit ERNST & YOUNG et Autres
Yan Ricaud Henri-Pierre Navas
256
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF THE ISSUER FOR
THE FINANCIAL YEAR ENDED DECEMBER 31, 2016
This section includes unaudited pro forma combined financial information to reflect the acquisition of SAG
by SPIE and the related financing transactions as if they had occurred on January 1, 2016, prepared on the
basis of the 2016 audited consolidated financial statements provided by SAG and SPIE. The unaudited pro
forma combined financial information is based on preliminary estimates and assumptions which the Group
believes to be reasonable and is being furnished solely for illustrative purposes. The estimates and
assumptions used in the preparation of the unaudited pro forma combined financial information included
therein may be materially different from the Group’s actual or future results. Accordingly, the unaudited
pro forma combined financial information included in this prospectus does not purport to indicate the
results that would have actually been achieved had the transactions been completed on the assumed date or
for the periods presented, or which may be realized in the future, nor does the unaudited pro forma
combined financial information give effect to any events other than those discussed in the unaudited pro
forma combined financial information and related notes. As a result, investors should not place undue
reliance on the unaudited pro forma combined financial information presented therein.
257
PRO FORMA CONSOLIDATED INCOME STATEMENT AT DECEMBER 31, 2016
In thousands of euros SPIE GROUP
31/12/16
Published
Activities SAG
group from
1/1/2016 to
31/12/2016
Cancellation
impact financial
indebtedness in
SAG from 1/1/2016
to 31/12/2016
(a)
Acquisition costs
of SAG in SAG
from 1/1/2016 to
31/12/2016
(b)
Acquisition costs of
SAG in SPIE from
1/1/2016 to
31/12/2016
(c)
Financial cost of
Bond from
1/1/2016 to
31/12/2016
(d)
SPIE GROUP
31/12/2016
Pro-forma 2016
Revenue
Other operating revenues
Operating expenses
5,155,699
33,211
(4,870,546)
1,325,268
104
(1,108,411)
0
0
0
0
0
0
0
0
0
0
0
0
6,480,967
33,315
(5,978,957)
Current operating profit
(loss)
318,364 216,961 0 0 0 0 535,325
Other operating income and
expenses
(16,055)
(150,943)
0
3,738
(6,635)
(4,592)
(174,487)
Group operating income 302,309 66,018 0 3,738 (6,635) (4,592) 360,838
Net income (loss) from
companies accounted for under
the equity method
426
(165)
0
0
0
0
261
Operating income including
companies accounted for
under the equity method
302,735 65,853
0 3,738 (6,635) (4,592) 361,099
Costs of net financial debt
Other financial income and
(39,199)
(13,108)
(39,531)
(8,156)
31,189
(3,756)
(18,000)
(643)
(65,541)
(25,663)
258
PRO FORMA CONSOLIDATED INCOME STATEMENT AT DECEMBER 31, 2016
In thousands of euros SPIE GROUP
31/12/16
Published
Activities SAG
group from
1/1/2016 to
31/12/2016
Cancellation
impact financial
indebtedness in
SAG from 1/1/2016
to 31/12/2016
(a)
Acquisition costs
of SAG in SAG
from 1/1/2016 to
31/12/2016
(b)
Acquisition costs of
SAG in SPIE from
1/1/2016 to
31/12/2016
(c)
Financial cost of
Bond from
1/1/2016 to
31/12/2016
(d)
SPIE GROUP
31/12/2016
Pro-forma 2016
expenses
Pre-tax income 250,428 18,166 27,433 3,738 (6,635) (23,235) 269,895
Income taxes
(47,914)
(19,498)
(2,935)
4,648
(65,699)
Net income from continuing
operations
202,514 (1,332) 24,498 3,738 (6,635) (18,587) 204,196
Profit (loss) for the period from
discontinued operations
(18,482)
0
0
0
0
0
(18,482)
NET INCOME 184,032 (1,332) 24,498 3,738 (6,635) (18,587) 185,714
259
Basis of preparation of the pro forma condensed combined financial information for the SAG
acquisition by the Group for the year ended December 31, 2016
1. Description of the transaction:
On December 23, 2016, the SPIE Group signed an agreement for the acquisition of German SAG group from
private equity firm EQT (the “Acquisition”). The completion of the Acquisition is contemplated by the end of
March 2017, subject to antitrust approval by the European Commission.
The Acquisition of SAG group, a leader in high-growth energy infrastructure services, accelerates SPIE's
development in Germany & Central Europe and enhances SPIE's position as a major pan-European technical
services provider.
The SAG group is a major player in services and systems supply for electrical power, gas, water and
telecommunications networks. It was founded in 1916 by the railway construction company Becker & Co., in
Berlin, to develop electrification infrastructure in the cities and in the countryside. As a century-long service
provider for energy infrastructure in Europe, SAG played a major role in shaping the German energy
infrastructure. Headquartered in Langen, Germany, SAG is owned by private equity firm EQT since 2008.
SAG employs approximately 8,000 highly qualified people across more than 170 locations, including 120 in
Germany where it generates close to 75% of its revenue, and has an established footprint in Slovakia, the Czech
Republic, Poland, Hungary and France.
2. Basis of presentation
The accompanying unaudited pro forma condensed combined income statement has been prepared in
accordance with the provisions of annex II of the European regulation on prospectus n°809-2004,
recommendations in this matter of ESMA dated March 2013 and the AMF N°2013-08 recommendation dated
May 17, 2013, as amended on April 15, 2016.
The unaudited pro forma condensed combined income statement was prepared using the audited consolidated
income statement of SPIE Group for the twelve months ended December 31, 2016, duly authorized for issue by
its Board of Directors on March 9, 2017, and the audited consolidated income statement of SAG group for the
twelve months ended December 31, 2016, duly authorized for issue by its Supervisory Board on March 8, 2017.
The pro forma condensed combined income statement has been prepared in accordance with the SPIE Group
accounting policies, as detailed in the notes to the consolidated financial statements of the year ended
December 31, 2016. The historical consolidated income statements of SAG group and SPIE Group have been
adjusted in the unaudited pro forma condensed combined income statement to give effect to pro forma events
that are directly attributable to the Acquisition, factually supportable and expected to have a continuing impact
on the combined results.
The pro forma condensed combined income statement does not reflect any cost savings, operating synergies or
revenue enhancements that the combined SPIE and SAG group may achieve as a result of the Acquisition, the
cost to integrate the operation of SPIE and SAG group, or the costs necessary to achieve any such costs savings,
operating synergies or revenue enhancements.
Upon completion of the Acquisition, SPIE Group will perform a detailed review of SAG group’s accounting
policies. As a result of the review, SPIE may identify differences between the accounting policies of the two
groups that, when conformed, could have an impact on the consolidated financial statements of the combined
group.
The unaudited pro forma condensed combined income statement does not reflect any purchase price allocation
impacts. The acquisition of SAG will be accounted in accordance with IFRS 3R – Business Combinations.
Under such standard, the total purchase price will be measured at the closing date of the Acquisition. The assets
260
and liabilities of SAG group will be measured at fair value. The excess of the purchase price over the amount of
identifiable assets and liabilities measured at fair value as of the date of Acquisition will be allocated to
goodwill. Impacts of purchase price accounting could have material effects on future consolidated income
statements of the combined groups.
3. Pro Forma adjustments
The historical consolidated income statement of SAG group has been adjusted as follows:
(a) to eliminate interest expenses and other financial income and expenses directly related to indebtedness
of SAG group which will be repaid in connection with the Acquisition including the related tax effects;
(b) to eliminate acquisition costs temporarily incurred by SAG in 2016 and ultimately borne by the vendor;
(c) to add expenses directly related to the Acquisition booked in 2017 in SPIE; and
(d) to reflect new financing arrangement as a result of the Acquisition. SPIE Group is contemplating the
issuance of a €600 million principal amount bond in order to finance the Acquisition as well as to refinance
the existing SAG group financial debt. It is assumed that the costs of new financing, excluding interest
charges, and the acquisition costs were not deductible for tax purposes.
For information, total expenses directly related to the Acquisition reported in SAG group and SPIE Group
income statements amount to €20.0 million and break down into €6.7 million acquisition costs and €13.2
million financing costs of which €4.5 million are depreciated on the duration of the bond.
4. Net Debt Pro Forma at December 31, 2016
The unaudited pro forma condensed combined net debt was prepared using the audited consolidated statement
of financial position of SPIE Group as of December 31, 2016, duly authorized for issue by the Board of
Directors on March 9, 2017, and the audited consolidated statement of financial position of SAG group as of
December 31, 2016 duly authorized for issue by the Supervisory Board on March 8, 2017.
The pro forma condensed combined net debt has been prepared in accordance with the SPIE Group accounting
policies, as detailed in the notes to the consolidated financial statements of the year ended December 31, 2016.
The consolidated net debt from statements of financial position of SAG group and SPIE Group have been
adjusted in the unaudited pro forma condensed combined net debt to give effect to pro forma events that are
directly attributable to the Acquisition, factually supportable and expected to have a continuing impact on the
combined net debt.
The historical consolidated net debt from balance sheets has been adjusted as follows:
to take into consideration the SAG debt redemption and the payment of transaction costs and financing fees
incurred by SPIE ; and
to add the new financing arrangement of €600 million principal amount bond in order to finance the
Acquisition as well as the payment of fees related to the bonds issue.
261
In millions of euros SPIE
reported
31/12/2016
SAG
reported
31/12/2016
SAG debt
redemption
&
transactions
fees
Bond issue
and related
fees
Pro-forma
Net Debt
31/12/2016
Loans and borrowings as per balance sheet
Capitalized borrowing costs
Others
1,459.2
11.4
(0.7)
479.9 (460.4) 596.1
3.9
2,074.8
15.3
(0.7)
Gross financial debt (a) 1,469.9 479.9 (460.4) 600.0 2,089.4
Cash management financial assets as per
balance sheet
Cash and cash equivalent as per balance
sheet
Accrued interests
Cash held in discontinued activities
5.5
560.2
0.1
(7.0)
115.8
(12.7)
35.1
5.5
698.4
0.1
(7.0)
Gross cash (b) 558.8 115.8 (12.7) 35.1 697.0
Consolidated net debt (a) – (b) 911.1 364.1 (447.7) 564.9 1,392.4
Unconsolidated net cash (1.7) (1.7)
Net debt 909.4 364.1 (447.7) 564.9 1,390.7
Transactions fees for €12.7 million (including VAT) mainly refer to M&A process costs, prospectus costs and hedging close-
out costs.
5. Unaudited combined condensed IFRS 8
The unaudited combined condensed IFRS 8 indicators include the production and the reconciliation between
EBITA and operating income.
In millions of euros SPIE
GROUP
31/12/16
Published
Activities
SAG group
from
1/1/2016 to
31/12/2016
Acquisition
costs of
SAG in SAG
from
1/1/2016 to
31/12/2016
Acquisition
costs of
SAG in SPIE
from 1/1/2016
to 31/12/2016
Financial
costs of
Bond from
1/1/2016 to
31/12/2016
SPIE
GROUP
31/12/2016
Pro-forma
2016
Consolidated operating
income
302.7 65.9 3.7 (6.6) (4.6) 361.1
Amortization of allocated
goodwill
Other
33.5
16.1
2.7
8.4
(3.7)
6.6
4.6
36.2
32.0
262
In millions of euros SPIE
GROUP
31/12/16
Published
Activities
SAG group
from
1/1/2016 to
31/12/2016
Acquisition
costs of
SAG in SAG
from
1/1/2016 to
31/12/2016
Acquisition
costs of
SAG in SPIE
from 1/1/2016
to 31/12/2016
Financial
costs of
Bond from
1/1/2016 to
31/12/2016
SPIE
GROUP
31/12/2016
Pro-forma
2016
EBITA 352.4 76.9 429.3
Depreciation 36.4 26.7 63.1
EBITDA 388.8 103.6 492.4
Adjustment (12-month
effect of acquisitions)
8.0 0.0 8.0
Adjusted LTM
EBITDA
396.8 103.6 500.4
Production is the Group’s operating revenue which proportionally integrates the subsidiaries holding minority
interests.
Production related to SAG Group is considered as corresponding to the IFRS revenue.
The adjusted EBITDA represents the income generated by the Group’s permanent operations before tax and
financial income including the 12-month effect of acquisitions45
. For SAG Group, in the absence of acquisition
in 2016, EBITDA equals to adjusted Last Twelve Months EBITDA.
PRO FORMA CONSOLIDATED PRODUCTION PER SEGMENT AT DECEMBER 31, 2016
In millions
of euros
France Germany & Central
Europe
North-Western
Europe
Oil & Gas and
Nuclear
TOTAL
SPIE 2,253.5 44% 927.0 18% 1,374.3 27 % 589.6 11% 5,144.5
SAG 146.7 11% 1,178.6 89% 0.0 0 % 0.0 0% 1,325.3
Total Pro
forma
2,400.2 37% 2,105.6 33% 1,374.3 21 % 589.6 9% 6,469.8
As of December 31, 2016, the pro forma net debt/EBITDA ratio of the Group amounts to 2.8x.
45 Based on the management accounts of the acquired entities for the periods between January 1, 2016 and their respective
acquisition dates.
263
PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS
For the Issuer
I hereby certify, having taken all reasonable care to ensure that such is the case, that the information contained in
this Prospectus is, to the best of my knowledge, in accordance with the facts and contains no omission likely to
affect its import.
March 20, 2017
SPIE S.A.
10, avenue de l’Entreprise
95863 Cergy Pontoise Cedex
France
Duly represented by Gauthier Louette, Président - Directeur Général of the Issuer Authorised signatory, pursuant
to the resolution of the Board of Directors (Conseil d’administration) dated March 9, 2017.
For the Guarantors
I hereby certify, having taken all reasonable care to ensure that such is the case, that the information relating to I as
a Guarantor contained in this Prospectus is, to the best of my knowledge, in accordance with the facts and contains
no omission likely to affect its import.
March 20, 2017
FINANCIERE SPIE
10, avenue de l’Entreprise
95863 Cergy Pontoise Cedex
France
Duly represented by SPIE SA, Président of Financière SPIE, represented by Gauthier Louette
March 20, 2017
SPIE OPERATIONS
10, avenue de l’Entreprise
95863 Cergy Pontoise Cedex
France
Duly represented by Gauthier Louette, Président of SPIE Operations
264
March 20, 2017
SPIE ILE-DE-FRANCE NORD-OUEST
1/3, Place de la Berline
93287 Saint-Denis Cedex
France
Duly represented by Gilles Brazey, Président of SPIE Ile-de-France Nord-Ouest
March 20, 2017
SPIE OUEST-CENTRE
7, rue Julius & Ethel Rosenberg
BP 90263
44818 Saint-Herblain
Cedex, France
Duly represented by Gilles Brazey, Président of SPIE Ouest-Centre
March 20, 2017
SPIE SUD-EST
4, avenue Jean Jaurès
BP 19, 69320 Feyzin
France
Duly represented by Gilles Brazey, Président of SPIE Sud-Est
March 20, 2017
SPIE SUD-OUEST
70, Chemin de Payssat
Zone Industrielle de Montaudran
31400 Toulouse
France
Duly represented by Gilles Brazey, Président of SPIE Sud-Ouest
265
March 20, 2017
SPIE EST
2, route de Lingolsheim
BP 70330 Geispolsheim Gare
67411 Illkirch
France
Duly represented by Gilles Brazey, Président of SPIE Est
March 20, 2017
SPIE NUCLEAIRE
10, avenue de l’Entreprise
95863 Cergy Pontoise Cedex
France
Duly represented by Gauthier Louette, Président of SPIE Nucléaire
March 20, 2017
SPIE OIL & GAS SERVICES
10, avenue de l’Entreprise
95863 Cergy Pontoise Cedex
France
Duly represented by Gauthier Louette, Président of SPIE Oil & Gas Services
March 20, 2017
SPIE ICS
153, boulevard de Stalingrad
92247 Malakoff Cedex
France
Duly represented by Gilles Brazey, Président of SPIE ICS
March 20, 2017
SPIE GMBH
Alfredstrasse 236
45133 Essen
Germany
Duly represented by Markus Holzke, Managing Director of SPIE GmbH
266
March 20, 2017
SPIE HOLDING GMBH
Alfredstrasse 236
45133 Essen
Germany
Duly represented by Markus Holzke, Managing Director (Geschäftsführer)
and Marcus Pardeyke, Proxy Holder (Prokurist) of SPIE Holding GmbH
March 20, 2017
SPIE LIMITED
33, Gracechurch Street
London EC3V 0BT
United Kingdom
Duly represented by James Thoden Van Velzen, Chairman of the Board / Director of SPIE Limited
March 20, 2017
SPIE UK LIMITED
33, Gracechurch Street
London EC3V 0BT
United Kingdom
Duly represented by James Thoden Van Velzen, Chief Executive Officer / Director of SPIE UK Limited
March 20, 2017
SPIE NEDERLAND B.V.
Huifakkerstraat 15
4815 PN Breda
The Netherlands
Duly represented by Leonardus A.M. Ummels, Managing Director of SPIE Nederland B.V.
March 20, 2017
INFRASTRUCTURE SERVICES & PROJECTS B.V.
Kromme Schaft 3
NL-3991 AR Houten
The Netherlands
Duly represented by Leonardus A.M. Ummels, Chief Executive Officer of Infrastructure Services & Projects B.V.
267
In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and with the General
Regulations (Règlement général) of the AMF, in particular Articles 211-1 to 216-1, the AMF has granted to this
Prospectus the visa no. 17-101 on March 20, 2017. This Prospectus has been prepared by the Issuer and its
signatories assume responsibility for it. In accordance with Article L. 621-8-1-I of the French Code monétaire et
financier, the visa has been granted following an examination by the AMF of “whether the document is complete
and comprehensible, and whether the information in it is coherent”. It does not imply that the AMF has verified
the accounting and financial data set out in it and the appropriateness of the issue of the Bonds.
268
ISSUER
SPIE
10, avenue de l’Entreprise
95863 Cergy Pontoise Cedex
France
JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS
HSBC BANK PLC
8, Canada Square
London E14 5HQ
United Kingdom
NATIXIS
30, avenue Pierre Mendès France
75013 Paris
France
SOCIETE GENERALE
29, boulevard Haussmann
75009 Paris
France
JOINT BOOKRUNNERS
BNP PARIBAS
10 Harewood Avenue
London NW1 6AA
United Kingdom
CRÉDIT AGRICOLE CORPORATE AND
INVESTMENT BANK
Broadwalk House
5 Appold Street
London EC2A 2DA
United Kingdom
ING BANK N.V.,
LONDON BRANCH
8-10 Moorgate
London EC2R 6DA
United Kingdom
FISCAL AGENT, PAYING AGENT AND CALCULATION AGENT
Société Générale
Service aux Emetteurs
32, rue du Champ de Tir
CS 30812
44308 Nantes Cedex 3
France
AUDITORS OF THE ISSUER
ERNST & YOUNG et Autres
1-2, place des Saisons
Paris La Défense 1
92400 Courbevoie
France
PricewaterhouseCoopers Audit
63, rue de Villiers
92208 Neuilly-sur-Seine Cedex
France
LEGAL ADVISERS
To the Issuer
White & Case LLP
19, place Vendôme
75001 Paris
France
To the Joint Bookrunners
Allen & Overy LLP
52, avenue Hoche
CS 90005
75379 Paris Cedex 08
France