ILIAD Registration Document iJiadAnnual Financial Report
Sommaire
1 PERSONS RESPONSIBLE 3
1.1 Person responsible for the Registration Document 4
1.2 Statement by the person responsible for the Registration
Document 4
1.3 Person responsible for financial information 4
1.4 Provisional timetable for financial communications 4
2.1 Statutory Auditors 6
2.2 Alternate Auditors 6
2.3 Fees paid by the Group to the Statutory Auditors and
members of their network 7
4.1 Risks relating to the Group and its structure 14
4.6 Insurance and risk coverage 22
AND THE GROUP 23
5.1 | History and development | 24 |
5.2 | Capital expenditure | 26 |
6.1 Principal markets 30
6.2 Principal activities 32
6.3 Exceptional factors which have influenced the Group's principal activities or principal markets 38
6.4 The Group's degree of dependence 39
6.5 Basis for statements made by the Group regarding its competitive position 39
6.6 Regulatory framework 40
7.1 Brief description of the Group 48
7.2 Group organization chart at December 31, 2014 49
8.1 Existing or planned material tangible fixed assets 52
8.2 Real estate 60
RESULTS 61
9.1 Key consolidated financial data 62
9.2 Overview 62
9.3 Significant events of the year 66
9.4 Comparison of results for 2014 and 2013 67
9.5 Additional information 71
11.1 Research and development 76
11.2 Intellectual property 76
AND SENIOR MANAGEMENT 81
14.1 Members of the administrative, management and
supervisory bodies 82
14.2 Convictions, bankruptcy, conflicts of interest
and other information 91
14.3 Directors' and senior managers' interests in the
Company and the Group 92
15.1 Directors' and officers' compensation 94
15.2 Agreements entered into by the Company or members of the Group with the Company's executive officers
or principal shareholders 105
15.3 Loans and guarantees granted to members of the
Company's administrative or management bodies 105
16.1 Organization of the Company's administrative
and management bodies 108
16.2 Service contracts entered into between the Company and members of its administrative and management
The Iliad Group's commitment 118
Note on methodology 137
18.1 Identification of shareholders 144
18.2 Voting rights of shareholders 145
18.3 Shareholders' agreements and undertakings 146
18.4 Arrangements which may result in a change in control
of the Company 146
FINANCIAL POSITION AND PROFITS AND LOSSES 149
20.1 Consolidated financial statements for 2014, 2013
and 2012 150
20.2 Parent company financial statements for 2014 195
20.3 Dividend policy 214
20.4 Litigation and arbitration proceedings 215
20.5 Significant changes in the Company's financial or
trading position 215
21.1 Share capital 218
21.2 Bylaws 224
21.3 The market for Iliad shares 227
21.4 Liquidity contract 228
22.1 Financial contracts 230
22.2 Operating contracts 230
EXPERTS AND DECLARATIONS OF INTERESTS 231
24 DOCUMENTS ACCESSIBLE TO THE PUBLIC 233 25 INFORMATION ON SHAREHOLDINGS 235GLOSSARY 237
APPENDIX A 243
APPENDIX B 255
APPENDIX C 256
CROSS-REFERENCE TABLES 273
2014 REGISTRATION DOCUMENT
ANNUAL FINANCIAL REPORT
This Registration Document contains all of the requisite items for the Annual Financial Report.
In accordance with the General Regulations of the Autorité des Marchés Financiers (AMF), including Article 212-13, the original French version of this Registration Document was filed with the AMF on April 9, 2015.
This Registration Document may not be used in support of a financial transaction unless it is accompanied by a note d'opération (offering circular)
approved by the AMF.
The English language version of this document is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein the original language version of the document in French takes precedence over this translation.
Copies of this Registration Document can be obtained free of charge from the Company's registered office (16, rue de la Ville l'Evêque - 75008
Paris, France - Tel.: +33 1 73 50 20 00) and may also be viewed on the Company's website (www.iliad.fr) as well as on the website of the AMF (www.amf-france.org).
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PERSONS RESPONSIBLE
1.1 | PERSON RESPONSIBLE FOR | 1.3 | PERSON RESPONSIBLE FOR |
THE REGISTRATION DOCUMENT | 4 | FINANCIAL INFORMATION | 4 |
1.2 STATEMENT BY THE PERSON RESPONSIBLE FOR THE
REGISTRATION DOCUMENT 4
1.4 PROVISIONAL TIMETABLE FOR
FINANCIAL COMMUNICATIONS 4
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PERSONS RESPONSIBLE
Person responsible for the Registration Document
1.1 PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT
Maxime Lombardini, Chief Executive Officer of Iliad.
1.2 STATEMENT BY THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT
'I hereby declare that having taken all reasonable care to ensure that such is the case, the information contained in this Registration Document is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import.
I further declare that, to the best of my knowledge, the financial statements for 2014 have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of the Company and the consolidated group as a whole, and that the information contained in the management report whose various sections are presented in the cross-reference table on page 275 provides a fair review of the business, results and financial position of the Company and its subsidiaries, as well as a description of the principal risks and uncertainties that they face.
I obtained a statement from the Statutory Auditors at the end of their engagement affirming that they have read the whole of the Registration
Document and examined the information about the financial position and the accounts contained therein.'
Maxime Lombardini
Chief Executive Officer of Iliad
April 8, 2015
1.3 PERSON RESPONSIBLE FOR FINANCIAL INFORMATION
Thomas Reynaud Senior Vice-President Iliad
16 rue de la Ville l'Évêque
75008 Paris, France
Telephone: + 33 1 73 50 20 00 www.iliad.fr
1.4 PROVISIONAL TIMETABLE FOR FINANCIAL COMMUNICATIONS
By May 15, 2015: May 20, 2015:
By September 30, 2015: By November 15, 2015:
First-quarter 2015 revenues
Annual General Meeting
First-half 2015 revenues and earnings
Revenues for the first nine months of 2015
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AUDITORS
2.1 STATUTORY AUDITORS 6
2.2 ALTERNATE AUDITORS 6
2.3 FEES PAID BY THE GROUP
TO THE STATUTORY AUDITORS
AND MEMBERS OF THEIR NETWORK 7
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AUDITORS
Statutory Auditors
2.1 STATUTORY AUDITORS
PricewaterhouseCoopers Audit
Represented by Xavier Cauchois
63, rue de Villiers
92208 Neuilly-sur-Seine Cedex, France
Boissière Expertise Audit
Represented by Tita A. Zeitoun
57, rue Boissière
75116 Paris, France
First appointed at the Annual General Meeting of October 19, 2000.
Re-appointed at the Annual General Meeting of May 24, 2012 for a term expiring at the close of the Annual General Meeting to be held to approve the financial statements for the year ending December 31, 2017.
Member of a professional organization:
PricewaterhouseCoopers Audit is a member of the Versailles Compagnie
Régionale des Commissaires aux Comptes.
First appointed at the Annual General Meeting of December 30, 1997.
Re-appointed at the Annual General Meeting of June 23, 2009 for a term expiring at the close of the Annual General Meeting to be held to approve the financial statements for the year ended December 31, 2014.
Member of a professional organization:
Boissière Expertise Audit is a member of the Paris Compagnie Régionale des Commissaires aux Comptes.
At its March 4, 2015 meeting, the Board of Directors decided to recommend to shareholders at the Annual General Meeting to be held on May 20, 2015 that they approve the appointment of Deloitte et Associés as new Statutory Auditors to replace Bossière Expertise Audit whose term expires at the close of the next Annual General Meeting.
2.2 ALTERNATE AUDITORS
Étienne Boris
63, rue de Villiers
92208 Neuilly-sur-Seine Cedex, France
PSK Audit
Represented by Pierre Kuperberg
134, rue de Courcelles
75017 Paris, France
First appointed at the Annual General Meeting of May 29, 2006.
Current term expires at the close of the Annual General Meeting to be held to approve the financial statements for the year ending December 31, 2017.
First appointed at the Annual General Meeting of June 23, 2009.
Current term expires at the close of the Annual General Meeting to be held to approve the financial statements for the year ended December 31, 2014.
At its March 4, 2015 meeting, the Board of Directors decided to recommend to shareholders at the Annual General Meeting to be held on May 20, 2015 that they approve the appointment of BEAS as new Alternate Auditor to replace PSK Audit whose term expires at the close of the next Annual General Meeting.
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AUDITORS
Fees paid by the Group to the Statutory Auditors and members of their network
2.3 FEES PAID BY THE GROUP TO THE STATUTORY AUDITORS AND MEMBERS OF THEIR NETWORK
Year ended December 31, 2014
TABLE OF FEES PAID TO THE STATUTORY AUDITORS
PricewaterhouseCoopers Audit Boissière Expertise Audit
Amount % Amount %
In € thousands - excluding tax
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SELECTED FINANCIAL INFORMATION
KEY FIGURES FOR 2014 11 PRINCIPAL FINANCIAL INDICATORS 11
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