Registration Document - Pernod Ricard

More documents

Recommendations

Info

7 Information 186 ABOUT THE COMPANY AND ITS SHARE CAPITAL about share capital limit of €170 million set for issues carried out with preferential subscription rights. Furthermore, this amount is shared with other issues with cancellation of preferential subscription rights, namely: remuneration of contributions in kind, exchange offers initiated by the Company and capital increases reserved for employees. The Board of Directors may establish, in favour of shareholders, a priority subscription period that may or may not be reduced under the conditions outlined by the regulations. The maximum nominal amount of debt securities that may be issued within this framework was set at €4 billion (this amount is deducted from the nominal maximum amount of debt securities that may be issued by virtue of issues carried out with preferential subscription rights); ◆ carry out one or more capital increases, within the limit of 10% of the share capital in consideration, except in a public exchange, of contributions in kind granted to the Company and comprising capital shares or securities granting access to the share capital of other companies; ◆ carry out one or more capital increases, for remuneration of securities contributed to a public offer launched by the Company relating to the securities of another company, within the limit of 20% of the Company’s share capital at the time of the issue. The Combined (Ordinary and Extraordinary) Shareholders’ Meeting of 5 November 2008 delegated authority to the Board of Directors to decide upon the issue of share warrants in the event of a public offer involving Company shares. These warrants facilitate the subscription, under preferential conditions, of one or more Company shares. These will be freely allocated to all Company shareholders who held the status of shareholder prior to the expiry of the public offer period. Other securities The Combined (Ordinary and Extraordinary) Shareholders’ Meeting of 7 November 2007 authorised the Board of Directors, for a period of 26 months, to issue debt securities granting entitlement to the allocation of debt securities (such as obligations, related securities, perpetual or non-perpetual subordinated notes or any other securities granting, in the same issue, entitlement to recover debt against the Company) within the limit of the ceiling of €5 billion (this limit having been established independently of any other limit relating to the issue of debt securities authorised by the Meeting and the issue of bonds authorised or decided by the Board of Directors). Issues reserved for employees and Directors Stock options and bonus shares ◆ The Combined (Ordinary and Extraordinary) Shareholders’ Meeting of 7 November 2006 authorised the Board of Directors, for a duration of 38 months, to grant stock options in the favour of employees and Directors of the Company or the Group’s companies, within the limit of 5% of the Company’s share capital at the time of the issue. PERNOD RICARD ◆ Since this authorisation expires in January 2010, its renewal will be put to the vote at the next Shareholders’ Meeting according to the terms outlined under “Presentation of resolutions” in the section entitled “Combined (Ordinary and Extraordinary) Shareholders’ Meeting” in this document. The Combined (Ordinary and Extraordinary) Shareholders’ Meeting of 7 November 2007 authorised the Board of Directors, for a duration of 38 months, to allocate shares free of charge in favour of employees and Directors of the Company or the Group’s companies, within the limit of 1% of the Company’s share capital at the time of the issue. Capital increases reserved for employees of the Group The Company’s Combined (Ordinary and Extraordinary) Shareholders’ Meeting of 5 November 2008 delegated authority to the Board of Directors to decide upon the issue of ordinary shares or securities granting access to share capital, reserved for members of employee savings plans, within the limit of 2% of the Company’s share capital. This delegation was granted for a duration of 26 months. Authorisation to repurchase shares The Combined (Ordinary and Extraordinary) Shareholders’ Meeting of 5 November 2008 renewed, in favour of the Board of Directors, the authorisation previously granted by the Combined (Ordinary and Extraordinary) Shareholders’ Meeting of 7 November 2007 allowing the Company to repurchase its own shares, in accordance with articles L. 225-209 et seq. of the French Commercial Code, within the limit of 10% of the total number of shares issued. The same Meeting also set the maximum purchase price at €125 per share. The details of transactions carried out within the scope of the share repurchase programme in force during the previous financial year are presented under “Share repurchase programme” in the section entitled “Information about share capital” in this document. Since the authorisation granted by the Combined (Ordinary and Extraordinary) Shareholders’ Meeting of 5 November 2008 expires on 5 May 2010, renewal will be put to the vote at the next Shareholders’ Meeting according to the terms outlined in the “Presentation of resolutions” in the section entitled “Combined (Ordinary and Extraordinary) Shareholder’s Meeting” of this document. Cancellation of Company shares The Combined Shareholder’s Meeting of 5 November 2008 granted the Board of Directors authorisation to cancel the Company’s shares held under share repurchase programmes authorised by the shareholders, within the limit of 10% for a period of 24 months, and to reduce the capital accordingly. Since this authorisation expires on 5 November 2010, renewal will be put to the vote at the next Shareholders’ Meeting according to the terms and conditions similar to the existing ones. All financial authorisations granted to the Board of Directors are summarised below. I REFERENCE DOCUMENT 2008/2009 I
GENERAL AUTHORISATIONS Type of securities Authorisation date Duration Expiry of authorisation (duration) ABOUT THE COMPANY AND ITS SHARE CAPITAL 7 Information about share capital Maximum nominal amount of the issue of debt securities (1) Maximum nominal amount of the capital increase resulting immediately or in the future following the issue (excluding adjustments) Securities representing capital: issues of shares or securities with preferential subscription rights Ordinary shares and/or securities granting access to the share capital Additional paid-in capital, reserves, earnings and other AGM of 07.11.2007 (10th) AGM of 07.11.2007 (16th) 26 months 7 January 2010 26 months 7 January 2010 €5 billion (1) €170 million Capital increase for the nominal amount of €60,118,641, for the creation of 38,786,220 new shares, carried out on 14 May 2009 Use of existing authorisations during the financial year ended 30 June 2009 and up to 2 Sept. 2009 Features/Terms All the issues of shares and debt securities made pursuant to the 11th, 12th, 13th, 14th, 16th and 20th resolutions of the AGM of 07.11.2007 will be deducted from the limits defined in this resolution These amounts may be increased by a maximum of 15%, in the event of additional requests during a capital increase (12th resolution – AGM of 07.11.2007) N.A. €170 million - Will be deducted from the limit provided for in the 10th resolution – AGM of 07.11.2007 Securities representing capital: issues of shares or securities with cancellation of preferential subscription rights Ordinary shares and/or securities granting access to the share capital Shares and securities granting access to the share capital in consideration for contributions in kind granted to the Company Securities granting access, immediately or in the future, to the Company’s share capital in the event of a public offer launched by the Company Share warrants in the event of a public offer on the Company’s shares Other securities Debt instruments that grant entitlement to the allocation of debt securities AGM of 07.11.2007 (11th) AGM of 07.11.2007 (13th) AGM of 07.11.2007 (14th) AGM of 05.11.2008 (15th) AGM of 07.11.2007 (15th) 26 months 7 January 2010 26 months 7 January 2010 26 months 7 January 2010 €4 billion (1) €68 million - Will be deducted from the limit provided for in the 10th resolution – AGM of 07.11.2007 All the issues of shares and debt securities made pursuant to the 12th, 13th, 14th, and 20th resolutions of the AGM of 07.11.2007 will be deducted from the limits defined in this resolution These amounts may be increased by a maximum of 15%, in the event of additional requests (12th resolution – AGM of 07.11.2007) N.A. 10% of the share capital at the time of issue N.A. 20% of the share capital at the time of issue - Will be deducted from the limit provided for in the 10th and 11th resolutions – AGM of 07.11.2007 - Will be deducted from the limit provided for in the 10th and 11th resolutions – AGM of 07.11.2007 18 months 5 May 2010 N.A. €145 million - Independent limit 26 months 7 January 2010 (1) Maximum nominal amount of Company debt instruments granting access to ordinary shares. €5 billion N.A. - Independent limit I REFERENCE DOCUMENT 2008/2009 I PERNOD RICARD 187
Page 1 and 2:
Reference Document 2008/2009
Page 3 and 4:
Reference Document 2008/2009 This r
Page 5 and 6:
1 PRESENTATION OF THE PERNOD RICARD
Page 7 and 8:
2003 saw the Group re-enter the CAC
Page 9 and 10:
The Company’s General Management
Page 11 and 12:
Four sites were sold in 2008/2009:
Page 13 and 14:
Environmental management The Group
Page 15 and 16:
Ricard cemented this commitment by
Page 17 and 18:
2 CORPORATE GOVERNANCE AND INTERNAL
Page 19 and 20:
CORPORATE GOVERNANCE AND INTERNAL C
Page 21 and 22:
Member’s first name and surname o
Page 23 and 24:
Mr. Pierre Pringuet 59 years old, F
Page 25 and 26:
Philip Morris Companies Inc. until
Page 27 and 28:
◆ ◆ ◆ CORPORATE GOVERNANCE AN
Page 29 and 30:
◆ ◆ ◆ CORPORATE GOVERNANCE AN
Page 31 and 32:
Page 33 and 34:
◆ ◆ ◆ ◆ ◆ CORPORATE GOVER
Page 35 and 36:
Page 37 and 38:
Statutory Auditors’ Report Report
Page 39 and 40:
Risk factors 60 Risks in connection
Page 41 and 42:
Analysis of business activity and r
Page 43 and 44:
TOTAL MANAGEMENT REPORT 3 Analysis
Page 45 and 46:
Cash and capital Reconciliation of
Page 47 and 48:
Human resources Number of employees
Page 49 and 50:
Directors’ compensation Compensat
Page 51 and 52:
Mr. Patrick Ricard, Chairman of the
Page 53 and 54:
In June 2007, the Committee decided
Page 55 and 56:
Accordingly, Pernod Ricard’s E xe
Page 57 and 58:
HISTORY OF ALLOCATIONS OF STOCK OPT
Page 59 and 60:
Employee profit-sharing plans All e
Page 61 and 62:
MANAGEMENT REPORT 3 Human resources
Page 63 and 64:
Moreover, the Group may find itself
Page 65 and 66:
Cubaexport’s application for rene
Page 67 and 68:
Risks for consumers The Group has n
Page 69 and 70:
Coverage Type of insurance Cover an
Page 71 and 72:
Factoring agreement On 15 December
Page 73 and 74:
Stolichnaya On 15 November 2000, Al
Page 75 and 76:
4 ANNUAL CONSOLIDATED FINANCIAL STA
Page 77 and 78:
ANNUAL CONSOLIDATED FINANCIAL STATE
Page 79 and 80:
Shareholders’ equity ANNUAL CONSO
Page 81 and 82:
Annual c onsolidated cash flow stat
Page 83 and 84:
◆ f amendment to IAS 39 (Eligible
Page 85 and 86:
Brands recognised in the context of
Page 87 and 88:
16.2 Investment-related l oans and
Page 89 and 90:
23. Earnings per share Basic and di
Page 91 and 92:
30.06.2008 In euro million Income s
Page 93 and 94:
NOTE 8 Corporate income tax Analysi
Page 95 and 96:
NOTE 10 Expenses by nature ANNUAL C
Page 97 and 98:
Within the V&S acquisition, some ne
Page 99 and 100:
Page 101 and 102:
At 30 June 2009, there was no reaso
Page 103 and 104:
Changes in provisions for pensions
Page 105 and 106:
Page 107 and 108:
Page 109 and 110:
The fair value of the debt is deter
Page 111 and 112:
Classification of hedges and use of
Page 113 and 114:
NOTE 23 Share-based payments Stock
Page 115 and 116:
Page 117 and 118:
3. In August 2006, the same competi
Page 119 and 120:
Incorporated bodies Countries ANNUA
Page 121 and 122:
Incorporated bodies Countries ANNUA
Page 123 and 124:
I REFERENCE DOCUMENT 2008/2009 I PE
Page 125 and 126:
Statutory Auditors’ R eport on th
Page 127 and 128:
Balance sheet For the financial yea
Page 129 and 130:
Cash flow statement For the financi
Page 131 and 132:
Finally, income tax generated a gai
Page 133 and 134:
the vesting period of the beneficia
Page 135 and 136:
NOTE 4 Maturity of receivables and
Page 137 and 138: NOTE 9 Provisions PERNOD RICARD SA
Page 139 and 140: NOTE 11 Deferred income and adjustm
Page 141 and 142: PERNOD RICARD SA FINANCIAL STATEMEN
Page 143 and 144: EUR interest rate hedge Maturity PE
Page 145 and 146: In euro thousand Share capital Shar
Page 147 and 148: Dividends distributed during the la
Page 149 and 150: PERNOD RICARD SA FINANCIAL STATEMEN
Page 151 and 152: Directors concerned: ◆ Mr. Patric
Page 153 and 154: Directors concerned: ◆ Mr. Patric
Page 155 and 156: I REFERENCE DOCUMENT 2008/2009 I PE
Page 157 and 158: Statutory Auditors’ Report on the
Page 159 and 160: COMBINED (ORDINARY AND EXTRAORDINAR
Page 165 and 166: Thirteenth resolution COMBINED (ORD
Page 169 and 170: Nineteenth resolution COMBINED (ORD
Page 173 and 174: f f f f f f f COMBINED (ORDINARY AN
Page 181 and 182: 7 ABOUT THE COMPANY AND ITS SHARE C
Page 183 and 184: Entitlement to dividends - Entitlem
Page 185 and 186: Powers of the Board of Directors Un
Page 187: ABOUT THE COMPANY AND ITS SHARE CAP
Page 191 and 192: ABOUT THE COMPANY AND ITS SHARE CAP
Page 193 and 194: Breakdown of share capital and voti
Page 195 and 196: Stock options exercised by Director
Page 197 and 198: Treasury share repurchase programme
Page 199 and 200: List of information published durin
Page 201 and 202: List of information published durin
Page 203 and 204: 8 ADDITIONAL INFORMATION ON THE REF
Page 205 and 206: Reconciliation table Reference Docu
Page 207 and 208: ADDITIONAL INFORMATION ON THE REFER
Page 209 and 210: Annual financial report ADDITIONAL
Page 211 and 212: This document was printed in France
show all

Registration Document - Pernod Ricard

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?