2023 UNIVERSAL REGISTRATION DOCUMENT
INCLUDING THE ANNUAL FINANCIAL REPORT
Contents
MESSAGE FROM THE CHAIRMAN & CEO | 2 |
2023 KEY FIGURES | 4 |
1 PRESENTATION OF THE GROUP | 7 | |
1.1 | History | 8 |
1.2 | Assystem's corporate mission and strategy | 9 |
1.3 | Assystem's market and positioning | 10 |
1.4 | Business overview | 11 |
1.5 | Organisational structure | 13 |
2 | RISK GOVERNANCE | 15 |
AND MANAGEMENT | ||
2.1 Risk factors | 16 |
2.2 Internal control and risk management
system | 20 | |
2.3 Insurance strategy | 24 | |
3 | NON-FINANCIAL PERFORMANCE | 25 |
STATEMENT |
3.1 Our strategy for driving the energy transition 28
3.2 Building technical and scientific knowledge 33
3.3 Responsible, ethical and inclusive business
development | 35 | |
3.4 | CSR governance | 41 |
3.5 | Methodology note | 47 |
3.6 Report by the independent third-party organization on the verification of the consolidated non-financial performance
statement included in the group | ||
management report | 67 | |
4 CORPORATE GOVERNANCE REPORT | 71 | |
4.1 | The Board of Directors | 74 |
4.2 | Compensation of corporate officers | 92 |
4.3 | Additional information | 101 |
5 BUSINESS REVIEW AND FINANCIAL
STATEMENTS103
5.1 | The Group's results | 104 | |
5.2 | Consolidated financial statements | 106 | |
5.3 | Statutory auditors' report | ||
on the consolidated financial statements | 145 | ||
5.4 | Parent company financial statements | 150 | |
5.5 | Statutory auditors' report on the parent | ||
Company financial statements | 165 | ||
6 | INFORMATION ABOUT THE COMPANY | 169 | |
AND ITS SHARE CAPITAL | |||
6.1 | General information about the Company | 170 |
6.2 Information about the company's share
capital | 173 |
6.3 Statutory audit and fees paid by the Group to the statutory auditors and members
of their networks | 181 | ||
6.4 | Special report on awards of free shares | ||
and performance shares | 182 | ||
6.5 | Special report on stock options | 182 | |
7 | ANNUAL GENERAL MEETING | 183 | |
OF 24 MAY 2024 | |||
7.1 | Agenda | 184 | |
7.2 | Purposes of the proposed resolutions | 186 | |
7.3 | Text of the proposed resolutions | 192 | |
7.4 | Statutory Auditors' reports | 205 | |
8 | ADDITIONAL INFORMATION | 207 | |
8.1 | Material contracts | 208 | |
8.2 | Disclosure of equity interests | 208 |
8.3 Statement by the persons responsible for
the 2023 Universal Registration Document | 208 |
8.4 Cross-reference tables | 209 |
2023 UNIVERSAL REGISTRATION DOCUMENT
INCLUDING THE ANNUAL FINANCIAL REPORT
and people,
Group
provides engineering and
project management services
as well as digital solutions and services to optimise the performance of its clients' complex infrastructure assets.
The original French-language version of this Universal Registration Document was filed on 5 April 2024 with the Autorité des Marchés Financiers (AMF) in its capacity as the competent authority as defined in Regulation (EU) 2017/1129, without prior approval as provided for in Article 9 of said Regulation.
The Universal Registration Document may be used in support of a public offering of financial securities or the admission of securities to trading on a regulated market if accompanied by a securities note and, where applicable, a summary and all amendments to the Universal Registration Document filed since it was first approved. The prospectus formed by these documents must be approved by the AMF in accordance with Regulation (EU) 2017/1129.
The English language version of the Universal Registration Document in PDF format is a free translation of the official French version of the Universal Registration Document in XHTML format, which is available on the website of the Autorité des marchés financiers, as well as on the Company's website. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation, views or opinions expressed therein, the original-language version of the document in French takes precedence over the translation.
ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT
1
MESSAGE
FROM THE CHAIRMAN & CEO
DOMINIQUE LOUIS
MORE THAN EVER BEFORE,
THE DEVELOPMENT OF NUCLEAR
ENERGY IS DRIVING OUR OVERALL
BUSINESS STRATEGY AT ASSYSTEM.
The challenges and imperatives of energy transition and sovereignty once again took centre stage in 2023. More and more nations are realising how urgent it has become to decarbonise their energy mix in order to combat climate change, and many countries are therefore now launching or re-launching nuclear electricity programmes. That's good news, both for the planet and for Assystem. In 2023, we reaffirmed our commitment to supporting the worldwide development of nuclear energy, which represents 70% of our revenue.
During the course of the year, through our engineering services, project management capabilities and the design and implementation of digital solutions, we worked with governments and technology vendors in developing new nuclear fusion and fission infrastructures, ranging from low-medium power reactors (AMR/SMR) through to plants with large generation capacity. We are already very much involved in the roll-out of EDF's EPR2 programme in France, which will be one of our biggest projects in the years ahead. This gives us exceptional business visibility for the next decade.
2023 was also a year that saw strong momentum for our businesses that serve existing power plants, in order to maintain them in the best possible working order and, in some cases, extend their lifespan. We provide these services to EDF for the installed nuclear
fleet in France.
In early 2024, Assystem sold its 5% stake in Framatome to EDF S.A. We originally acquired this interest in December 2017, demonstrating our support of the French nuclear industry alongside
2
ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT
MESSAGE FROM THE CHAIRMAN & CEO
the industry's leader EDF, in connection with the reconfiguration of France's nuclear players. This reconfiguration has now been completed.
The sale of our stake in Framatome strengthens the independence of our Group, which is heavily involved in the development of civil nuclear projects using a variety of technologies in many countries. Assystem continues to partner its French customers, particularly EDF, for the development of future programmes and for the performance of existing nuclear power plants in France.
France and the United Kingdom are still two strategic countries for the Group, and we were able to pursue our growth in both of them in 2023.
But our international expansion hasn't stopped at the UK. We've also broadened our footprint in India and Saudi Arabia - two other key geographies for us - through two acquisitions in early 2024: in India, we acquired L&T Infrastructure Engineering Limited
- an Indian subsidiary of the Larsen & Toubro group - which employs more than 400 people, and in Saudi Arabia we won a project management support contract to assist Duwayhin Nuclear Energy Company (DNEC) with developing the country's nuclear electricity programme.
2023 was another year of growth as well in sectors that are related to or fit strategically with the nuclear industry, such as renewable energy, electricity grids, low-carbon hydrogen production and the construction of urban infrastructure in countries where such infrastructure is critically needed for their sustainable development (water treatment, low-carbon mobility, etc.). This was particularly the case in India and Saudi Arabia.
Recruitment and training are two key factors for all of these projects, and especially in the nuclear industry. By 2030, France needs to recruit and train at least 100,000 people to meet the industry's requirements. The engineering profession plays a vital role in this expansion. Engineers are needed during the entire life cycle of a nuclear programme, from upstream consulting through to designing the infrastructure, managing the build and commissioning the plant.
And at Assystem we're determined to play our part in recruiting and training these experts. We hire at least 2,800 people every year, with 1,500 new hires planned for the nuclear business, and we've put in place a wide range of action plans to help us attract the talent we need. As well as the intensive recruitment campaigns that we organise throughout the year, we open our doors to students and organise a variety of student-related events in order to inspire the next generation. In parallel, to expand our talent pool we work with France's national unemployment office to propose training programs for job-seekers, which enables us to offer a unique opportunity to diverse profiles to join the nuclear industry. The Group also invests a lot in training via the Assystem Institute, our in-house training academy which delivers more than 100,000 hours of training every year. And we're investing in augmented and virtual reality technologies, so that we can proficiently train the experts of the future.
Looking ahead, the success of all the major infrastructure projects required to combat climate change hinges on a crucial element - people. This confirms and reinforces the firm belief that has been part of our DNA at Assystem for nearly 60 years now: our employees are our most valuable asset.
Dominique Louis
ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT
3
2023 KEY FIGURES
AVERAGE PRICE AND MONTHLY TRADING VOLUMES OF THE ASSYSTEM SHARE IN 2023
Euros | Number of shares |
200,000 | |||||||||||
50 | |||||||||||
180,000 | |||||||||||
45 | |||||||||||
40 | 160,000 | ||||||||||
35 | 140,000 | ||||||||||
30 | 120,000 | ||||||||||
25 | 100,000 | ||||||||||
20 | 80,000 | ||||||||||
15 | 60,000 | ||||||||||
10 | 40,000 | ||||||||||
5 | 20,000 | ||||||||||
0 | 0 | ||||||||||
Jan. | Feb. | Mar. | Apr. | May | Jun. | Jul. | Aug. | Sep. | Oct. | Nov. | Dec. |
Number of shares traded | Average share price | |
Euronext Paris Compartment B
ISIN: FR0000074148
DIVIDEND PER SHARE (IN €)
12.50*
1.00
2022 2023
- Dividend for 2023 that will be recommended at the 24 May 2024 Annual General Meeting, i.e. €1 as an ordinary dividend and €11.50 as a special dividend, including a €7 interim dividend.
OWNERSHIP STRUCTURE
AT 31 DECEMBER 2023
5.03%
37.04%
57.93%
HDL DEVELOPMENTʏȧʐ
FREE FLOATʏȨʐ
TREASURY SHARES
- HDL Development is a holding company controlled by Dominique Louis (Assystem's Chairman & CEO), notably through HDL, which itself holds 0.85% of Assystem's capital.
- Including 0.85% held by HDL.
4
ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT
2023 KEY FIGURES
BREAKDOWN OF REVENUE | BREAKDOWN OF REVENUE |
BY BUSINESS SECTOR | BY GEOGRAPHIC REGION |
4%
23%
18%
3% | 17% |
70% | 65% |
NUCLEAR | FRANCE |
ENERGY AND GRIDS | UNITED KINGDOM |
CITIES & TERRITORIAL DEVELOPMENT | ¯SʆrS%%h/ɥ/¯¼ʆF§S |
DEFENCE & SECURITY INFRASTRUCTURES |
EBITA*
(IN MILLIONS OF EUROS)
37.4
33.0
2022 2023
- See definition (1) in chapter 5, section 5.1.1 of this Universal Registration Document
FREE CASH FLOW (EXCL. THE IMPACT OF IFRS 16)
(IN MILLIONS OF EUROS)
26.5 i.e. 5.4% of revenue
20.4 i.e. 3.5% of revenue
2022 2023
YEAR-ON-YEAR CHANGE IN WORKFORCE | BREAKDOWN OF WORKFORCE | ||||
BY GEOGRAPHIC REGION | BY GEOGRAPHIC REGION | ||||
36 | |||||
1,213 | |||||
4,095 | 4,249 | ||||
614 | |||||
2,698 | 2,958 | 5,344 | |||
2022 | 2023 | ||||
EUROPE |
FRANCE | MIDDLE EAST |
ASIA | |
OUTSIDE FRANCE | |
OCEANIA | |
ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT
5
2023 KEY FIGURES
OUR MISSION: ENGINEERING & DIGITAL FOR ENERGY TRANSITION
We firmly believe that sustainable growth requires an energy mix focused on decarbonised electricity
OUR RESOURCES
HUMAN CAPITAL | INTELLECTUAL CAPITAL | FINANCIAL CAPITAL | OPERATIONAL CAPITAL |
7,207 employees | €30m in R&D expenditure | €5m worth of investments | 10 key accounts generating |
45 partnerships (joint ventures/ | 2 acquisitions | c. 66 % of revenue | |
centres of excellence/innovation | €52.2m net debt | ||
cluster) |
ENERGY | DIGITALISATION | LEVERAGING | |||||
TRANSITION | HUMAN CAPITAL | ||||||
DEFENCE AND | ENERGY | ||||||
SECURITY | AND GRIDS | ||||||
CONSULTING & | INFRASTRUCTURE | COMPLIANCE, | |||||
PROJECT MANAGEMENT | CITIES AND | SAFETY & SECURITY | |||||
● | Consulting | Compliance & quality | |||||
TERRITORIAL | ● | ||||||
● | Project management | Risk monitoring | |||||
DEVELOPMENT | ● | ||||||
● | Field operation | & safety | |||||
management | ● Security & site protection | ||||||
● | Industrial cybersecurity | ||||||
STUDIES & DESIGN | NUCLEAR | ||||||
DIGITAL | |||||||
● | Siting, licensing | ||||||
Digital transformation | |||||||
& environmental | ● | ||||||
services | consulting | ||||||
● | System engineering | ● | Integration of IS | ||||
& design | businesses | ||||||
● | Industrial control | ● Data as a source | |||||
systems | of value | ||||||
● | Digital solutions | ||||||
OUR CONTRIBUTIONS | OUR VALUE |
CREATION |
SOCIETY
CLIENTS
- 90% client satisfaction rate
PARTNERSHIPS WITH SCHOOLS AND UNIVERSITIES
- Over 10 partnerships
HUMAN RESOURCES
RECRUITMENT
- 2,204 new hires
EMPLOYEES
- Women in the workforce: 26%
- Diversity ratio: 2.2%(1)
- Training ratio: 64 %(2)
- Workplace accident rate: 1.04%(3)
ENVIRONMENT
CLIMATE
- 70% of revenue related to energy transition activities
- 43% of revenue eligible under the E.U. taxonomy of sustainable economic activities
CLIENTS
- Services for the energy and digital transitions
€ SHAREHOLDERS
● €577.5m in revenue
- €37.4m in EBITA(4)
- 2023 dividend: €12.50 per share(5)
STATE
- €8m in national and regional taxes paid in France
- % of employees with disabilities.
- % of employees who received training in 2023.
- Rate of workplace accidents with lost time.
- See definition (1) in chapter 5, section 5.1.1 of this Universal Registration Document.
- Dividend for 2023 that will be recommended at the 24 May 2024 Annual General Meeting, i.e €1 as an ordinary dividend and €11.50 as a special dividend, including a €7 interim dividend.
6
ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT
1
PRESENTATION OF THE GROUP
1.1 | HISTORY | 8 |
1.2 | ASSYSTEM'S CORPORATE MISSION AND STRATEGY | 9 |
1.2.1 | Our corporate mission | 9 |
1.2.2 | Our strategy | 9 |
1.3 | ASSYSTEM'S MARKET AND POSITIONING | 10 |
1.3.1 Nuclear - leading expertise in a major market 10
1.3.2 | Energy transition and complex infrastructure | 10 |
1.3.3 | Digital and engineering convergence | 10 |
1.4 | BUSINESS OVERVIEW | 11 |
1.4.1 An operating presence across the whole
nuclear sector | 11 | |
1.4.2 | Renewable energies and electricity | |
transmission and distribution | 12 | |
1.4.3 | Urban infrastructure and transportation | 12 |
1.4.4 Innovation in digital and new nuclear
technologies - future growth drivers | 12 | |
1.5 | ORGANISATIONAL STRUCTURE | 13 |
1.5.1 Organisational structure of the Assystem
Group | 13 |
1.5.2 Simplified organisation chart at
31 December 2023 | 14 |
ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT
7
1 | PRESENTATION OF THE GROUP |
HISTORY |
1.1 HISTORY
1966 TO 1995: THE NUCLEAR YEARS
The Assystem Group's history began in 1966, when a team of nuclear engineers and technicians in France created Atem, a company specialised in the commissioning of industrial units. Atem's business development was subsequently driven by the major nuclear equipment programme put in place by the French State after the first oil crisis in 1973.
In the 1980s, Atem began to diversify into project management, mainly in industrial automation and IT, working with clients in sectors such as automotive, steel, space and defence.
In 1989, Atem teamed up with Cogema to form Alphatem, a company originally dedicated to testing and commissioning equipment and facilities purchased under Cogema's capital expenditure programmes (an irradiated fuel reprocessing plant in the Hague and the Melox plant in the Gard region of France which produces MOX fuel assemblies).
In 1994, Atem and Alphatem merged to create Assystem, which was floated on the Paris stock exchange (Second Marché) in 1995.
1996 TO 2003: BUSINESS DIVERSIFICATION
1996 marked the end of the investment cycle for construction of new industrial facilities (nuclear power stations and reprocessing plants) in the nuclear industry in France and the rest of the world, and the start of a new era for Assystem. The Company began to diversify into product design and development for the aeronautical and automotive industries (with the acquisition of Studia in France), whilst retaining its specific skills and expertise in the nuclear sector.
2003 TO 2016: INTERNATIONAL DEVELOPMENT
In 2003, the merger with Brime Technologies allowed Assystem to penetrate the new technologies sector and paved the way for the Group to go international. Between 2004 and 2016 it carried out several significant acquisitions in the United Kingdom, Germany, India and the Middle East, which changed the Group's structure and enabled it to expand its business and client portfolios.
Since then, Assystem has strengthened its operating presence in the Middle East through the following:
-
in 2015 it acquired Radicon - an engineering company with 400 employees based in Al Khobar and Riyadh in Saudi Arabia
- allowing Assystem to double its size in the Arabian Gulf region and win market share in the infrastructure, energy and transportation sectors; - in 2016 it acquired a 51% interest in the Turkish engineering company, Envy - a well-established player in Turkey's engineering services market, operating primarily in the energy and transportation sectors. Envy is notably involved in the construction of the Akkuyu nuclear power station.
In addition, as part of the ITER international project launched at Cadarache in the south of France - whose objective is to prove the feasibility of nuclear fusion as a source of almost limitless
carbon-free energy - the Group has teamed up with a number of other engineering players:
- in 2010, with Atkins (the AtkinsRéalis group), EGIS and Empresarios Agrupados - based in the UK, France and Spain respectively - to set up SNC Engage (owned on an equal basis), which won the contract for managing the construction of the ITER project's buildings;
- in 2016, with the UK-based Jacobs Clean Energy (formerly Amec Foster Wheeler, and then successively acquired by the John Wood group and the Jacobs group) and the South Korean company, Kepco E&C, to set up the SNC Momentum consortium (owned on an equal basis), which was named construction management-as-agent contractor tasked with organising and overseeing the assembly of over a million components for the ITER fusion reactor.
2017: START OF THE GROUP'S REFOCUSING ON ENERGY TRANSITION, AND CONTROL OF THE GPS DIVISION TRANSFERRED TO ARDIAN
In 2017, the Assystem Group took the decision to refocus its business on energy transition, and therefore in late September of that year it sold its outsourced R&D business - Global Product Solutions (GPS) - to an acquisition company specifically set up for that purpose controlled by an investment fund managed by the private equity firm, Ardian. Out of the c. €530 million sale proceeds, Assystem reinvested €185 million in equity and quasi-equity financing for the new group, which was renamed Expleo Group in early 2019. This reinvestment was carried out in two stages: the first in September 2017 and the second in January 2018, when Expleo Group acquired Germany-based SQS. Consequently, Assystem now owns 37.22% of Expleo Group's capital and has accounted for this interest by the equity method in its consolidated financial statements since 1 October 2017.
Expleo Group - which has strong technical know-how and proven expertise in complex and critical systems - generated €1.4 billion in revenue in 2023. It partners its clients in the aeronautical, defence, automotive, transportation and manufacturing sectors, from the design of their products and services through to sales and marketing, and via its QMC business it also offers solutions in the bank/insurance sector.
2017 TO 2023: REFOCUSING ON NUCLEAR AND GROWTH IN ENERGY TRANSITION
After transferring control of its GPS business, the Group refocused its development on its Energy & Infrastructure (E&I) business.
To this end, in late 2017 Assystem acquired a 5% stake in Framatome alongside EDF (Framatome's controlling shareholder with a 75.5% interest) and Mitsubishi Heavy Industries Ltd (holding a 19.5% interest). This stake was sold to EDF at the beginning of 2024 for €205 million.
Assystem's investment in Framatome formed part of a broader agreement between Assystem and EDF aimed at consolidating their partnership, particularly for maintenance services carried
8
ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Assystem SA published this content on 03 May 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 May 2024 15:50:09 UTC.