Registration Document - Pernod Ricard

More documents

Recommendations

Info

1 History 4 PRESENTATION OF THE PERNOD RICARD GROUP and organisation History and organisation More than 30 years of continued growth Creation of Pernod Ricard (hereinafter referred to as “Pernod Ricard” or “the Group”) and first international acquisitions Pernod Ricard was born in 1975 out of the link-up of two aniseed drinks specialists, Pernod SA and Ricard SA, long-time competitors on the French market. The Group, they formed was able to take advantage of new resources to develop its Distribution Networks and its brand portfolio ( Ricard, Pernod, Pastis 51, Suze, Dubonnet, etc.) in France and other countries. For its initial acquisitions, Pernod Ricard gave priority to one product, whisky, the most consumed spirit in the world, and one country, the United States, the world’s biggest market for the whisky sector. This led to the acquisition by the new Group of Campbell Distillers, a Scotch whisky producer in 1975, followed by Austin Nichols, the producer of Wild Turkey American bourbon whiskey in 1981. Laying the foundations of the worldwide network The Group continued its growth outside France with the start-up of operations in Asia, and more importantly, the creation of an extensive dense Distribution Network in Europe. Over a period of ten years, the Group extended its coverage to all the countries of the 15-member European Union, establishing a strong brand presence: Pernod in the United Kingdom and Germany and Ricard in Spain and Belgium. A number of local acquisitions also helped to enhance the network’s portfolio (Ouzo Mini in Greece, Zoco liqueur in Spain, etc.). In 1985, Pernod Ricard acquired Ramazzotti, which had been producing Amaro Ramazzotti, a well-known bitter, since 1815. This acquisition brought with it an extensive sales and distribution structure in Italy. The Group took over Irish Distillers, the main Irish whiskey producer and owner of the prestigious Jameson, Bushmills, Paddy and Powers brands, in 1988. Jameson provided the Group with a high-potential brand to develop. Between the acquisition in 1988 and 2009, the brand has delivered average annual growth in sales volumes of nearly 10%, rising from 0.4 million cases to 2.7 million cases. In 1989, the Group extended its network to Australia by purchasing Orlando Wines, Australia’s No. 2 wine producer. The company went on to form the Orlando Wyndham group with Wyndham Estate, in 1990. Jacob’s Creek has now become the most exported Australian wine brand, and a market leader in the United Kingdom, New Zealand, Ireland, Scandinavia and Asia. Pernod Ricard and the Cuban company Cuba Ron created Havana Club International in 1993. This joint venture markets and sells Havana Club rum, which has since been one of the fastest growing brands of spirits in the world. PERNOD RICARD Consolidation and organisation In 1997, the Group added to its white spirits portfolio through the acquisition of Larios gin, the No. 1 gin in Continental Europe. The company producing Larios at the time merged with Pernod Ricard’s local distributor, PRACSA, which had been well-established in the country since 1978. Pernod Ricard thereby acquired a prominent position in Spain, one of the world’s biggest markets, allowing it to distribute both its international products and local brands such as Palacio de la Vega wines and Zoco Pacharan. Following all these acquisitions, the Group embarked on a reorganisation, aimed primarily at decentralising its activities. First of all, Pernod Ricard implemented regionalisation by giving each of its 4 direct subsidiaries responsibility for one continent. The Group’s structure was then reorganised around Distribution Subsidiaries (with their own sales teams in local markets) and “Brand Owners” subsidiaries, (charged with overseeing production and global brand strategy). These Brand Owners only distribute via the Group’s subsidiaries and do not generally have their own sales force. In this way, Pernod Ricard was able to ensure global coherence of its brands, while adapting its strategy to local market specificities. The Group acquired Viuda de Romero tequila in Mexico at the end of 1999. Over the period from 1999 to 2001, the Group consolidated its positions in Eastern Europe through the acquisition of Yerevan Brandy Company (the Ararat brand of Armenian brandies), Wyborowa (Polish vodka) and Jan Becher (Czech bitter). With Ararat to boost the Tamada and Old Tbilisi Georgian wines, the Group was able to build a position in Russia where most of this brand’s sales are made, while providing Wyborowa with a platform for international development. Refocusing the business strategy At the dawn of the new century, the Group doubled its size in the Wines & Spirits segment via the joint purchase with Diageo of Seagram’s Wines and Spirits business. Pernod Ricard acquired 39.1% of these business activities for an investment of $3.15 billion. This made the Group one of the top three global Wines & Spirits operators and consolidated its position in the Americas and Asia, while remaining the leader in Europe. 2002 also saw the successful integration of 3,500 Seagram employees. This helped the Group to hold key positions with regard to highquality whisky brands, such as Chivas Regal and The Glenlivet, a high quality cognac brand with Martell and, in the white spirits segment, Seagram’s Gin. It also had leading local brands such as Montilla in Brazil or Royal Stag in India. As a result of this major acquisition, the Group decided to refocus on its core business, and started to withdraw from the non-alcoholic beverage segment: between 2001 and 2002, the Group sold Orangina, which it had purchased in 1984, SIAS-MPA, the world leader in fruit preparations for yoghurts and dairy-based desserts, as well as BWG, a wholesaler in Ireland and the United Kingdom, and CSR-Pampryl. I REFERENCE DOCUMENT 2008/2009 I
2003 saw the Group re-enter the CAC 40 stock market index in Paris, thanks to the success of the Seagram acquisition and the Group’s new strategic focus. In 2004, the sales of its non-alcoholic drinks businesses had dropped to just 2% of Pernod Ricard’s consolidated net sales, a clear signal of its intention to focus on only one business. In July 2005, Pernod Ricard acquired Allied Domecq in conjunction with Fortune Brands, for €10.7 billion. The aim of this acquisition was to enable the Group to strengthen its presence in high-growth potential markets (North America in particular) and to round out its portfolio by adding a number of new white spirits and liqueurs. Pernod Ricard financed its €6.6 billion investment by issuing shares and securities for €2 billion and via a €4.6 billion cash payment. 2005/2006 and 2006/2007 were then marked by the complete success of Allied Domecq’s integration, and the continued strong growth of historical brands. Pernod Ricard then decided to dispose of the non-core activities acquired through the purchase of Allied Domecq, mainly Dunkin’ Brands Inc. and the interest in Britvic Plc. Similarly, The Old Bushmills Distillery and the Bushmills brands were sold to Diageo, Glen Grant and Old Smuggler to Campari and Larios to Fortune Brands. These disposals allowed the Group to accelerate its debt reduction. Furthermore, Pernod Ricard signed an agreement with SPI Group for the distribution of the Stolichnaya brand and gradually implemented new global marketing strategies on all the brands gained from the acquisition of Allied Domecq. Despite the global economic and financial crisis spurred by the subprime debacle in the United States early in the year, 2007/2008 was an outstanding year for Pernod Ricard, with continued business growth across all regions, further upturn in earnings and margins and ongoing improvement in debt ratios. In addition to this strong financial and commercial performance, 2007/2008 will remain marked by the successful acquisition of the Vin&Sprit g roup, owner of ABSOLUT premium vodka, the world leader in its category with nearly 11 million 9-litre cases sold across the globe in the financial year 2008/2009. Highlights of the financial year 2008/2009 2008 July ◆ 23 July: a cquisition of the Swedish company, Vin&Sprit and its vodka, ABSOLUT. August ◆ Agreement with Fortune Brands for the early transfer of the Future Brands distribution contract (for V&S brands) in the United States as of 1 October 2008. ◆ Sale of Cruzan rum to Fortune Brands announced. PRESENTATION OF THE PERNOD RICARD GROUP 1 History and organisation September ◆ Agreement with the partners of Maxxium for the early transfer of the d istribution contract for Vin&Sprit brands throughout the world (excluding the United States) as of 1 October 2008. (1) ◆ Pernod Ricard topped the IWSR “Elite Brands List 2007”, which included six of its brands: ABSOLUT, Chivas Regal, Malibu, Havana Club, Jameson and Martell. November ◆ G.H. Mumm and Perrier- Jouët received plaunids in Tom Stevenson’s Wine Report 2009. The Cuvée R. Lalou 1998 took top ranking in the “Best Vintage Champagne”, and Belle Epoque Rosé 2002 scored third place. December ◆ Launch of L’Or de Jean Martell for the Asian press at the Grand Trianon, Château de Versailles. 2009 January ◆ Disposal of Lubuski Gin and Serkova Vodka. Due to its acquisition of Vin&Sprit finalised on 23 July 2008, Pernod Ricard was required by the European Commission Competition Authority to divest a certain number of brands. March ◆ Disposal of Bisquit cognac and its inventories for €33 million. ◆ Pernod Ricard received the “Grand Prix” for European Businesses . The Group attained the best score for each of the three criteria: particularly rapid growth in recent years, strong foothold in European countries; a number of successful acquisitions. ◆ Pernod Ricard received the Prix d’Honneur for owner-managed and family businesses (Entreprise patrimoniale et familiale). April ◆ Disposal of Grönstedts Cognac to Altia and Star Gin, Red Port and Dry Anis to Arcus Gruppen AS, following Pernod Ricard’s commitment to the European Commission as part of the acquisition of V&S in July 2008. ◆ €1 billion capital increase maintaining preferential subscription rights. T he operation met with success, being 2.3 times oversubscribed. May ◆ Disposal of Wild Turkey Bourbon and its inventories for $581 million (2) ◆ . €800 million bond issue, significantly oversubscribed at a very favourable margin. June ◆ Environmental assessment: 21 new sites became ISO 14001 certified in 2008/2009, bringing the portion of volumes produced in the Group’s production sites with a certified environmental management system to 93%. (1) IWSR’s annual Elite Brands List recognises spirits brands that enjoy high, steady growth in volumes across a wide range of markets. (2) Subject to a price adjustment that is underway. I REFERENCE DOCUMENT 2008/2009 I PERNOD RICARD 5
Page 1 and 2: Reference Document 2008/2009
Page 3 and 4: Reference Document 2008/2009 This r
Page 5: 1 PRESENTATION OF THE PERNOD RICARD
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 33 and 34: ◆ ◆ ◆ ◆ ◆ CORPORATE GOVER
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 161 and 162:
Page 163 and 164:
Page 165 and 166:
Thirteenth resolution COMBINED (ORD
Page 167 and 168:
Page 169 and 170:
Nineteenth resolution COMBINED (ORD
Page 171 and 172:
Page 173 and 174:
f f f f f f f COMBINED (ORDINARY AN
Page 175 and 176:
Page 177 and 178:
Page 179 and 180:
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 and 188:
ABOUT THE COMPANY AND ITS SHARE CAP
Page 189 and 190:
GENERAL AUTHORISATIONS Type of secu
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?