Elior Group General Meeting March 11, 2016 GENERAL MEETING

Transcription

1 GENERAL MEETING

2 DISCLAIMER This document was prepared by Elior for the sole purpose of this presentation. This presentation includes only summary information and does not purport to be comprehensive. The information contained in this document has not been independently verified. No representation or warranty, express or implied, is made as to, and no reliance should be placed upon, the fairness, accuracy, completeness or correctness of the information or opinions contained in this document and none of Elior, its affiliates, directors, employees and representatives accept any responsibility in this respect. Certain information included in this presentation are not historical facts but are forward-looking statements. The forward-looking statements are based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future business strategies and the economic environment in which Elior operates, and involve known and unknown risk, 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 presentation and Elior expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements in this presentation 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 in this presentation 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 Elior. 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 Facteurs de Risques in the Registration Document filed by Elior with the Autorité des marchés financiers ( AMF ) on January 29, 2015, which is available on the AMF s website and on Elior s website at This presentation does not contain or constitute an offer of Elior s shares for sale or an invitation or inducement to invest in Elior s shares in France, the United States of America or any other jurisdiction. 2

3 SIMPLIFIED AGENDA Philippe Salle, Chairman and Chief Executive Officer 3

4 SIMPLIFIED AGENDA ORDINARY RESOLUTIONS Approval of the parent company and consolidated financial statements for FY Appropriation of FY results and approval of a 0.32 per-share dividend to be paid on April 13, 2016 Approval of the Statutory Auditors special report on related-party agreements and commitments Advisory vote on the individual compensation of the former Chief Executive Officer Advisory vote on the individual compensation of the Chairman and Chief Executive Office Approval of a commitment to pay a termination benefit to the Chairman and Chief Executive Officer Approval of a commitment to pay an indemnity to the Chairman and Chief Executive Officer as consideration for a non-compete covenant 4

5 ORDINARY RESOLUTIONS (CONT D) SIMPLIFIED AGENDA Election of Corporación Empresarial Emesa S.L. as a director of the Company Election of Servinvest as a director of the Company Election of Anne Busquet as a director of the Company Election of Célia Cornu as a non-voting member of the Board of Directors Setting directors fees Authorization for the Board of Directors to carry out a share buyback program Ratification of the decision to transfer the Company's head office 5

6 EXTRAORDINARY RESOLUTIONS Change of corporate name SIMPLIFIED AGENDA Authorization for the Board of Directors to increase the Company s capital by way of a public offering, either with or without pre-emptive subscription rights Authorization for the Board of Directors to increase the Company s capital by way of a private placement, without pre-emptive subscription rights Authorization for the Board of Directors to increase the number of securities issued as part of a capital increase, either with or without pre-emptive subscription rights (greenshoe option) Authorization for the Board of Directors to issue securities carrying rights to the Company s shares in payment for contributed assets Authorization for the Board of Directors to increase the Company s capital by capitalizing reserves, profit, the share premium account or other eligible items 6

7 EXTRAORDINARY RESOLUTIONS (CONT D) SIMPLIFIED AGENDA Authorization for the Board of Directors to issue securities to members of an employee share ownership plan, without pre-emptive subscription rights Blanket ceiling on authorizations to carry out capital increases Authorization for the Board of Directors to grant stock options to employees and/or corporate officers of the Elior group Authorization for the Board of Directors to grant free shares to employees and/or corporate officers of the Elior group Authorization for the Board of Directors to reduce the Company s capital by canceling shares Powers to carry out formalities (ordinary resolution) 7

8 AGENDA THE YEAR OF A NEW AMBITION 1 BUSINESS PROFILE AND CSR 2 FINANCIAL PERFORMANCE 3 ACTIVITIES AND MARKETS STRATEGY 5 GOVERNANCE 6 STATUTORY AUDITORS REPORTS 7 Q & A 8 RESOLUTIONS 8

9 1 BUSINESS PROFILE AND CSR PHILIPPE SALLE Chairman and Chief Executive Officer Elior Group General Meeting March 11,

10 KEY FIGURES 4 MILLION GUESTS EACH DAY 13 COUNTRIES 18,600 RESTAURANTS AND POINTS OF SALE 108,000 EMPLOYEES bn IN REVENUE 150 DIRECTLY-OWNED AND FRANCHISED BRANDS 85 AIRPORTS 73 RAILWAY STATIONS 259 MOTORWAY SERVICE PLAZAS Elior Group is a major player in contract catering, concession catering and related services. It is a recognized leader in its long-standing European markets and a dynamic market challenger in the Americas. 10

11 KEY FIGURES % BILLION CONSOLIDATED REVENUE ( UP 6.2% YEAR ON YEAR ). 475 MILLION EBITDA (UP 6.2% YEAR ON YEAR) MILLION PROFIT FOR THE PERIOD (2.2 TIMES HIGHER YEAR ON YEAR) % MILLION FREE CASH FLOW (UP 9.6% YEAR ON YEAR) EBITDA NET DEBT x EBITDA LEVERAGE RATIO 0.79 ADJUSTED EARNINGS PER SHARE % DIVIDEND (UP 60% YEAR ON YEAR) 11

12 A GLOBAL CATERER No.4 IN CONTRACT CATERING WORLDWIDE No.3 IN CONCESSION CATERING WORLDWIDE OUR MARKET POSITIONS IN EUROPE OUR MARKET POSITIONS IN THE AMERICAS No.5 IN CONTRACT CATERING IN THE UNITED KINGDOM No.1 IN CONTRACT CATERING AND CONCESSION CATERING IN FRANCE AND SPAIN No.3 IN CONTRACT CATERING IN EUROPE No.1 IN CONTRACT CATERING AND AIRPORT CONCESSION CATERING IN ITALY 12 No.6 IN CONTRACT CATERING IN THE UNITED STATES PRESENT AT 10 MAJOR AIRPORTS IN THE UNITED STATES No.2 ON TOLL MOTORWAYS IN THE UNITED STATES

13 BUSINESS PROFILE IN 2015 A CONSISTENTLY DIVERSIFIED PORTFOLIO A MORE INTERNATIONAL FOOTPRINT 11% Motorways 12% Airports 6% Railways, City sites & Leisure 33 % Business & Industry 11% USA 14% Spain & Portugal 7% UK 4% Other 50% France vs. 53% in % Healthcare 19% Education 14% Italy FY REVENUE: 5.674bn 13

14 ON STOCK EXCHANGE ISIN code EURONEXT PARIS SECTION A FR Free float 62.12% Caisse de Dépôt et Placement du Québec (CDPQ) 6.55% Emesa 5.22% Number of securities on12/31/ A DIVERSIFIED SHAREHOLDING STRUCTURE SUPPORTED BY LONG-TERM STRATEGICAL SHAREHOLDERS BIM (Robert Zolade) 26.11% 14

15 S SUSTAINABILITY COMMITMENTS For over ten years, the Group s corporate social responsibility (CSR) has been rooted in our daily commitment to quality, innovation, responsible relations with others and the community. Our CSR strategy is focused on three main objectives: Being a responsible company in our daily operations, particularly in terms of health and food safety; Being a committed employer by promoting equal opportunities and valuing and developing each employee's skills.; Being an active partner contributing to social and economic development in the regions where we operate.

16 ALREADY IN CSR CONCESSION CATERING CONTRACT CATERING Elior Group reaches the GC advanced level, the highest level of recognition from the Global Compact. This level is reached by only 5% of the companies member of the Global Compact in the world. SNCF Gares & Connexions has signed a 10-year contract with Areas for the development and management of 34 catering outlets at Paris Gare du Nord and seven major regional stations: Lille Europe, Valenciennes, Massy TGV, Versailles Chantiers, Le Mans, Toulon and Bordeaux Belcier. COP 21 A perfect example of responsible food services: 400 employees mobilized and trained to the Elior and climate change training programme and to the environmental challenges 95% of fresh and seasonal fruit and vegetables, including 33% locally sourced and 20% organic 100% of fish responsibly sourced Zero plastic bags and food trays biodegradable at 93% Airbus : 5 self restaurants ( including 2 opened midday and evening), 2 Club restaurants, the Armagnac Customer Restaurant, a cafeteria and a catering service: 4,800 meals per day (France). Four Seasons : 96 Health Care sites (48 locations in the North West and 48 locations in the East of England). SERVICES Cleaning services contract of the Galeries Lafayette Haussmann (Paris) : sqm and over a hundred employees of Elior Services. 16

17 ALREADY IN PARTNERSHIPS Elior Group commits to back Paris and becomes official partner of Paris 2024 MOBILISÉS ET SENSIBILISÉS À LA DÉMARCHE RSE DU GROUPE, AUX ENJEUX CLIMATIQUES ET AUX ÉCO-GESTES. 17

18 PARTNERSHIPS ALREADY IN Elior Group is an official partner supporting France's candidature to host the World Fair in

19 AND THIS YEAR Y E A R S 19

20 2 FINANCIAL PERFORMANCE OLIVIER DUBOIS Chief Financial Officer Elior Group General Meeting March 11,

21 PROFIT & LOSS ACCOUNT ANALYSIS REVENUES ( m) EBITDA ( m) , % 5, % ,774 3, ,567 1,679 0 (4) (8) 0 FY FY FY FY Contract Catering & Services Concession Catering Corporate 21

22 PROFIT & LOSS ACCOUNT ANALYSIS m FY FY YoY CHANGE EBITDA % EBITDA margin 8.4% 8.4% 0.0 pt Stable YoY, in line with guidance EBITA % Non-recurring (26) (68) + 42m GW amortization (9) (5) - 4m Financial charges (107) (137) + 30m Income tax (68) (41) - 27m Exceptional charges related to refinancing and swap termination 40% tax rate Minority interest 1 (9) + 10m NET INCOME GROUP SHARE x 2.2 Reported EPS % Adjusted EPS* % *Adjusted for non current operational items (net of tax calculated with a normative 34% tax rate) 22

23 FREE CASH FLOW ANALYSIS m FY FY YOY CHANGE EBITDA % Change in WCR % Net Capex (178) (181) -1.9% Cash tax (56) (43) - 13m Non-current cash items (85) (68) - 17m 30% cash tax rate Details on slide 15 FREE CASH FLOW % CONVERSION RATIO* 40% 42% *FCF/EBITDA Impacted by nonrecurring items 23

24 NET DEBT ANALYSIS In m net debt as at 30/09/2014 FCF cash interest net acquisitions dividends other net debt as at 30/09/2015 (73) Leverage ratio: 3.09x EBITDA 189 Leverage ratio: (110) 3.04x EBITDA (pro-forma for acquisitions) 1,380 Lexington, STARR and minority interest in Areas (41) (37) Evolution of /$ exchange rate 1,452 24

25 3 ACTIVITIES AND MARKETS PHILIPPE SALLE Chairman and Chief Executive Officer Elior Group General Meeting March 11,

26 CONTRACT CATERING & SERVICES 26

27 HIGHLIGHTS ACQUISITIONS STARR Restaurant Catering Group Cura Hospitality ABL Management (Oct.15) Cumulative revenues of c. $150m in FY 2015 (not consolidated) Partnership with Alain Ducasse CONTRACTS La Poste in B&I in France Vedici clinics in healthcare and services in France City of Bologna in education and Vaticano museum in Italy FC Barcelona in Spain Finlandia University in the USA St Albans Cathedral in the UK INNOVATION & CONCEPTS Opening of Ternay (France), Bologna (Italy) and Madrid (Spain) central kitchens Bon App application reaches 100,000 users - France Fresnes (France) central kitchen certified ISO Beak St Chicken concept launched in the UK Easy Gourmet meal ordering for business and premium Itinere travelers on the Rome/Milan highspeed line 27

28 FINANCIAL PERFORMANCE m FY FY REPORTED GROWTH ORGANIC GROWTH Revenues 3,995 3, % % o/w France 2,136 2, % % o/w International 1,859 1, % % EBITDA As % of sales % % % - 0,2 pt o/w France As % of sales % % % pt o/w International As % of sales % % % pt Capex As % of sales % % % pt 28

29 CONCESSION CATERING 29

30 HIGHLIGHTS ORGANIZATION Acquisition of minority stake in Areas Creation of an integrated branch headquartered in Barcelona Reorganization of French and Northern Europe operations Global business development team in place to support international development in airports CONTRACTS Partnership with SNCF Gares & Connexions: long-term securing of contracts on existing points of sale Los Angeles airport: 4 points of sale over 10 years Paris-Charles-de-Gaulle airport: 4 bakery points of sale Limours and Orleans service areas in France OPENINGS & INNOVATION Cliquez-déjeuner online service on French motorways World s first Espace Evian in Madrid Barajas airport (Spain) Opening of first Burger King by Areas on Florida s Turnpike 3 points of sale at Milan Expo 2015 Opening of 8 points of sale in the new Bois aux Daims leisure park in France 30

31 FINANCIAL PERFORMANCE m FY FY REPORTED GROWTH ORGANIC GROWTH Revenues 1,679 1, % +5.3% o/w France, Northern Europe, Italy 1, % +6.1% o/w Spain, Portugal, Americas % +4.0% EBITDA As % of sales % % +12.8% +0.6 pt o/w France, Northern Europe, Italy As % of sales % % +8.0% +0.2 pt o/w Spain, Portugal, Americas As % of sales % % +22.0% +1.1 pt Capex As % of sales % % -24.1% -2.1 pt 31

32 STRATEGY PHILIPPE SALLE Chairman and Chief Executive Officer Elior Group General Meeting March 11,

33 2020: DEVELOP, INNOVATE, ACCELERATE WHAT, WHERE, HOW, SCOPE EXPERIENCE REACH 33

34 SCOPE: WHAT? Focus on food Contract and concession catering Selective approach on other BtoB services 34

35 REACH: WHERE? UNDERLYING STRATEGY Focus Scale Seek top 3 position in selected markets and / or segments Balanced footprint By countries and / or business lines CONTRACT CATERING Consolidate Continental Europe Expand UK (organic & M&A) Expand USA in selected niches (organic & M&A) Enter Asia (emerging markets around 1% of sales in 2020) CONCESSION CATERING Consolidate Continental Europe Grow organically USA airports Expand airports business in Northern Europe, Middle East and Asia 35

36 EXPERIENCE: HOW? CONSUMER HABITS ARE CHANGING FAST... Increasingly service-based economy Hyper information Mobility Digital natives 36

37 EXPERIENCE: HOW?... OFFERING A WIDE SCOPE OF OPPORTUNITIES TO STAND OUT Food and nutrition Place entertainment Digital experience 37

38 EXPERIENCE: HOW? DIGITAL TECHNOLOGIES WILL TRANSFORM THE CONSUMER EXPERIENCE AND THE TRADITIONAL BUSINESS MODEL Consumer experience Convenience New services Personalization Interactions Digital technologies Web / mobile apps Brand content and social media SaaS / integrated services platform Smart data Business model Conversion rate Client partnership Operational efficiency Marketing services to brands Creation of new services 38

39 ORGANIZATIONAL STRUCTURE CONTRACT CATERING SERVICES CONCESSION CATERING FRANCE ITALY UNITED STATES SPAIN AND PORTUGAL FRANCE FRANCE NORTHERN EUROPE SPAIN AND PORTUGAL UNITED STATES UNITED KINGDOM ITALY 39 LATIN AMERICA

40 TSUBAKI: 8 PROJECTS QUALITY FOCUS 1 SALES EFFECTIVENESS (BtoB) 8 OPERATIONAL EXCELLENCE 7 HUMAN RESOURCES 6 G&A OPTIMIZATION 2 MARKETING & PRICING (BtoC) 3 DIGITAL EXPERIENCE 4 PURCHASING 5 ACTIVITIES AND CONTRACTS PORTFOLIO REVIEW GROWTH FOCUS COST FOCUS 40

41 2020 OBJECTIVES DEVELOP Focus on current scope Specific approach by country 2020 AMBITIONS INNOVATE Differentiation through innovative offering Brands identity Digital strategy ACCELERATE Tsubaki plan Organization and team M&A (up to 1bn cash) 7-8bn 9-10% 45-50% SALES EBITDA MARGIN FCF/EBITDA 41

42 5 GOVERNANCE PHILIPPE SALLE Chairman and Chief Executive Officer Elior Group General Meeting March 11,

43 WORK OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES IN FY NOMBRE DE RÉUNIONS TAUX D ASSIDUITÉ MOYEN W O R K O F THE B O A R D OF D I R E CTORS A N D B O A R D COMMITTEES I N FY Board of Directors 21 90% Audit Committee 5 100% Nominations and Compensation Committee 6 100% Strategy, Investments and CSR Committee 10 86% Each Committee submits to the Board of Directors opinions and recommendations in its specific area of expertise A report on the work carried out by each Committee is drawn up by the Chairman of the Committee concerned and is presented at the following Board of Directors meeting 43

44 WORK OF THE BOARD OF DIRECTORS AND BOARD COMMITTEES IN FY The work carried out by the Board of Directors and Board Committees in FY covered: The Group s overall business strategy The Group s business activities and its development and expansion Major projects, transactions and investments Review of the annual and half-yearly financial statements The Group s financial communications strategy and policy Succession planning Self assessment of the Board s operating procedures 44

45 GOVERNANCE BOARD OF DIRECTORS COMPOSITION POST-GM* Philippe Salle CEO & Chairman Gilles Auffret Independent Laurence Batlle Independent 9 members 5 independent directors (over 50%) Anne Busquet* Independent Gilles Cojan Sofibim** rep. Emilio Cuatrecasas* Independent (Emesa rep.) 4 women (over 40%) 1 censor non-voting member Sophie Javary* Servinvest** rep. Elisabeth Van Damme Independent (CDPQ rep.) Robert Zolade BIM** rep. * Subject to approval of the General Meeting of March 11, 2016 ** Entities controlled by Robert Zolade 45

46 6 STATUTORY AUDITORS REPORTS ANNE-LAURE JULIENNE PwC statutory auditor Elior Group General Meeting March 11,

47 7 Q & A 47

48 8 RESOLUTIONS 48

49 First resolution (ordinary resolution) Approval of the parent company financial statements for FY

50 Second resolution (ordinary resolution) Approval of the consolidated financial statements for FY Attributable profit: million

51 Third resolution (ordinary resolution) Appropriation of FY results and approval of a 0.32 per-share dividend Ex-dividend date: April 11, 2016 Dividend payment date: April 13, 2016

52 Fourth resolution (ordinary resolution) Approval of the Statutory Auditors special report on related-party agreements and commitments

53 Fifth resolution (ordinary resolution) Advisory vote on the individual compensation of Gilles Petit, former Chief Executive Officer In accordance with the recommendation in paragraph 24.3 of the June 2013 version of the AFEP-MEDEF Corporate Governance Code for French listed companies

54 Sixth resolution (ordinary resolution) Advisory vote on the individual compensation of Philippe Salle, Chairman and Chief Executive Officer In accordance with the recommendation in paragraph 24.3 of the June 2013 version of the AFEP-MEDEF Corporate Governance Code for French listed companies

55 Seventh resolution (ordinary resolution) Approval of a commitment to pay a termination benefit to the Chairman and Chief Executive Officer

56 Eighth resolution (ordinary resolution) Approval of a commitment to pay an indemnity to the Chairman and Chief Executive Officer as consideration for a non-compete covenant

57 Ninth resolution (ordinary resolution) Election of Corporación Empresarial Emesa SL as a director of the Company for a four-year term

58 Tenth resolution (ordinary resolution) Election of Servinvest as a director of the Company for a four-year term

59 Eleventh resolution (ordinary resolution) Election of Anne Busquet as a director of the Company for a four-year term

60 Twelfth resolution (ordinary resolution) Election of Célia Cornu as a non-voting member of the Board of Directors for a four-year term

61 Thirteenth resolution (ordinary resolution) Setting the maximum annual amount of directors fees Amount: 600,000

62 Fourteenth resolution (ordinary resolution) Authorization for the Board of Directors to carry out a share buyback program Capped at 10% of the Company s capital Maximum per-share purchase price: 25 Duration of the authorization: 18 months

63 Fifteenth resolution (ordinary resolution) Ratification of the decision to transfer the Company s head office

64 Sixteenth resolution (extraordinary resolution) Change of corporate name to Elior Group

65 Seventeenth resolution (extraordinary resolution) Authorization for the Board of Directors to increase the Company s capital by way of a public offering, without pre-emptive subscription rights Maximum nominal amount of capital increase(s): 350,000 Included in the 514,000 blanket ceiling Maximum nominal amount of debt securities issued: 600 million Duration of the authorization: 18 months

66 Eighteenth resolution (extraordinary resolution) Authorization for the Board of Directors to increase the Company s capital by way of a public offering, with pre-emptive subscription rights Maximum nominal amount of capital increase(s): 430,000 Included in the 514,000 blanket ceiling Maximum nominal amount of debt securities issued: 750 million Duration of the authorization: 18 months

67 Nineteenth resolution (extraordinary resolution) Authorization for the Board or Directors to increase the Company s capital by way of a private placement as referred to in Article L of the French Monetary and Financial Code, without pre-emptive subscription rights Maximum nominal amount of capital increase(s): 300,000 Included in the 514,000 blanket ceiling Maximum nominal amount of debt securities issued: 500 million Duration of the authorization: 18 months

68 Twentieth resolution (extraordinary resolution) Authorization for the Board of Directors to increase the number of securities issued as part of a capital increase carried out either with or without pre-emptive subscription rights in accordance with Article L of the French Commercial Code The additional securities must not represent more than 15% of the original issue The capital increase(s) will be included in the 514,000 blanket ceiling Duration of the authorization: 18 months

69 Twenty-first resolution (extraordinary resolution) Authorization for the Board of Directors to issue securities carrying rights to the Company s shares in payment for contributed assets, subject to a cap of 10% of the Company s capital Capital increase(s) included in the 514,000 blanket ceiling Duration of the authorization: 18 months

70 Twenty-second resolution (extraordinary resolution) Authorization for the Board of Directors to increase the Company s capital by capitalizing reserves, profit, the share premium account or other eligible items Duration of the authorization: 18 months

71 Twenty-third resolution (extraordinary resolution) Authorization for the Board of Directors to issue securities to members of an employee share ownership plan Maximum nominal amount of capital increase(s): 17,200 Included in the 514,000 blanket ceiling Duration of the authorization: 18 months

72 Twenty-fourth resolution (extraordinary resolution) Blanket ceilings on authorizations to carry out capital increases and issue debt securities The maximum nominal amount of any capital increases carried out pursuant to the seventeenth, eighteenth, nineteenth, twentieth, twenty-first and twenty-third resolutions is set at 514,000 The maximum nominal amount of any debt securities issued pursuant to the seventeenth, eighteenth, nineteenth, twentieth, twenty-first and twenty-third resolutions is set at 900 million

73 Twenty-fifth resolution (extraordinary resolution) Authorization for the Board of Directors to grant stock options to employees and/or corporate officers of the Elior group Maximum number of shares issued on exercise of the options granted: 2.2% of the number of shares making up the Company s capital at the grant date of the options Options granted to corporate officers (excluding the Chairman and Chief Executive Officer) may not represent more than 30% of the total options granted Duration of the authorization: 38 months

74 Twenty-sixth resolution (extraordinary resolution) Authorization for the Board of Directors to grant free shares to employees and/or corporate officers of the Elior group Maximum number of free shares granted: 0.3% of the number of shares making up the Company s capital at the grant date of the free shares Free shares granted to corporate officers (excluding the Chairman and Chief Executive Officer) may not represent more than 30% of the total free shares granted Duration of the authorization: 38 months

75 Twenty-seventh resolution (extraordinary resolution) Authorization for the Board of Directors to reduce the Company s capital by canceling shares, subject to a cap of 10% of the Company s capital Duration of the authorization: 18 months

76 Twenty-eighth resolution (ordinary resolution) Powers to carry out formalities