UNIVERSAL REGISTRATION DOCUMENT
2023
including the annual financial report
CONTENTS
INTRODUCTION
1 MANAGEMENT REPORT | |
Management report to the Ordinary Annual |
13 4RELATED-PARTY
TRANSACTIONS225
General Meeting | ||
1.1 | Company and Group activities | |
1.2 | Asset portfolio at 31 December 2023 | |
1.3 | Environment and activities | |
1.4 | Risk factors | |
1.5 | Capital information | |
1.6 | Corporate governance | |
1.7 | Internal control | |
1.8 | Related-party agreements | |
2 | 1.9 | Other information |
FINANCIAL STATEMENTS |
- Consolidated financial statements at 31 December 2023
- Statutory Auditors' report on the consolidated financial statements
- Parent company financial statements of FREY SA
- Statutory Auditors' Report on the parent company financial statements
- Pro forma financial information
- Statutory Auditors' report on the pro forma
- financial information
FREY:
A COMMITTED COMPANY
3.1 | Mission report |
3.2 | Report of the independent third party on the |
verification of the achievement of the social | |
and environmental objectives | |
3.3 | Non-financial information |
3.4 | Limited assurance report by one of the Statutory |
Auditors based on selected consolidated | |
non-financial information presented in the | |
2023 Universal Registration Document | |
3.5 | Financial risks related to the effects of climate |
13 | |
16 | |
33 | 5 |
36 | |
48 | |
6154 | |
96 |
99
99
105
106 AFR
142 AFR
145 AFR
161
164 6166
169
171
215
218
220
4.1 | Related-party transactions | 226 |
4.2 Statutory Auditors' special report on
related-party agreements | 226 | AFR |
INFORMATION ON EMPLOYEES | ||
AND PAY POLICY | 229 | |
5.1 | Information on labour and societal issues | 230 |
5.1 | Employment | 230 |
5.2 | Change in average salary | 232 |
5.3 | Work organisation | 232 |
5.4 | Employee relations | 233 |
5.5 | Career management and remuneration | 233 |
5.6 | Well-being at work | 234 |
5.7 | Training | 234 |
5.8 | Equal treatment | 235 |
5.9 | Promotion of and compliance with the | |
provisions of the ILO fundamental conventions | 235 |
ADDITIONAL INFORMATION | 237 |
6.1 Information about the Company | 238 |
6.2 Information from third parties, expert
statements, declarations of interests | 242 |
6.3 Research and development, patents,
trademarks and licenses | 245 | AFR | |
6.4 | Material contracts | 245 |
6.5 Person responsible for the Universal
Registration Document | 246 | AFR |
6.6 Statement by the person responsible for the
Universal Registration Document | 246 | |
6.7 | Statutory Auditors | 247 |
6.8 | Documents available to the public | 247 |
6.9 | Cross-reference table | 248 |
change |
222
THE ELEMENTS OF THE ANNUAL FINANCIAL REPORT ARE IDENTIFIED IN THE TABLE OF CONTENTS USING THE PICTOGRAM AFR
UNIVERSAL
REGISTRATION
DOCUMENT
2023
including the annual financial report
www.frey.fr
The Universal Registration Document was filed on 22 March 2024 with the French Financial Markets Authority (Autorité des marchés financiers - AMF) in its capacity as the competent authority pursuant to regulation (EU) No. 2017/1129, without prior approval in accordance with Article 9 of said regulation.
The Universal Registration Document may be used for the purposes of a public offer of financial securities or for the admission of financial securities to trading on a regulated market if it is supplemented by an offering circular and, where applicable, a summary of all amendments made to the Universal Registration Document. The documents thus combined shall be approved by the French Financial Markets Authority in accordance with regulation (EU) No. 2017/1129.
This Universal Registration Document, including the Annual Financial Report, is a reproduction of the official version that has been prepared in ESEF format and is available on www.frey.fr.
This is a translation into English of the (universal) registration document of the Company issued in French and it is available on the website of the Issue
Pursuant to Article 19 of Regulation (EU) No. 2017/1129, the following information is included by reference in this Universal Registration Document:
- the consolidated financial statements of the Group as at 31 December 2021 and the report from FREY's Statutory Auditors on the said consolidated
●
●
●
financial statements presented in the Chapters "Consolidated financial statements" and "Statutory Auditors' report on the consolidated financial statements" of the Universal Registration Document filed on 25 March 2022 with the French Financial Markets Authority under reference D.22-0153 (the "2021 Universal Registration Document") on pages 113 and 159;
the special report prepared by FREY's Statutory Auditors on the related-party agreements and undertakings for the financial year ended 31 December 2021, which are set out in the Chapter entitled "Related-party transaction" (page 247) of the 2021 Universal Registration Document;
a review of FREY Group's financial position and results for the financial year ended 31 December 2021 taken from the Chapter entitled "Management Report" of the 2021 Universal Registration Document (pages 14-32);
the consolidated financial statements of the Group on 31 December 2022 and the report from FREY's Statutory Auditors on the said consolidated
●
●
●
financial statements presented in the Chapters "Consolidated financial statements" and "Statutory Auditors' report on the consolidated financial statements" of the Universal Registration Document filed on 24 March 2023 with the French Financial Markets Authority under reference D.23-0146 (the "2022 Universal Registration Document") on pages 101 and 141;
the special report prepared by FREY's Statutory Auditors on the related-party agreements and undertakings for the financial year ended 31 December 2022, which are set out in the Chapter entitled "Related-party transaction" (pages 216-217) of the 2022 Universal Registration Document;
a review of FREY Group's financial position and results for the financial year ended 31 December 2022 taken from the Chapter entitled "Management Report" of the 2022 Universal Registration Document (pages 14-30);
the non-included parts of these documents are either irrelevant for the investor or covered in another area in this Universal Registration Document.
Copies of the 2021 Registration Document, the 2022 Universal Registration Document and this Universal Registration Document are available free of charge from FREY, 1 rue René Cassin - 51430 Bezannes, and on the company's website (www.frey.fr), as well as on the website of the French Financial Markets Authority (www.amf-france.org).
UNIVERSAL REGISTRATION DOCUMENT 2023 -3
FREY - a responsible and pioneering approach
The first | The first |
French listed company | French property company to adopt |
to be B Corp certified | "Société à Mission" |
status |
A "Société à Mission" since January 2021, FREY reaffirmed its commitment by obtaining B Corp™ certification, one of the most demanding standards in the world
Our mission statement:
Restoring retail
as a service for the common good
4 | - UNIVERSAL REGISTRATION DOCUMENT 2023 | www.frey.fr |
Message from Antoine FREY
- After a dynamic and challenging year in 2023, FREY remains at the forefront of social and environmental commitment in a constantly changing sector.
Our commitment is both innovative and exemplary, guided by the deep conviction that retail can be much more than just a business transaction. Through our Mission, which aims to "restore retail as a service for the common good", we reaffirm our commitment to fostering connections between people, breaking down social barriers and boosting the local economy while minimising our environmental footprint.
FREY is redefining shopping centres by transforming them into multi-functional destinations, adapted to the diverse needs of local communities. Its shopping centres are one of a kind; they are collective, vibrant, fun and friendly spaces, attentive to the well-being of all and respectful of the environment.
In 2024, with resilience and innovation, we will continue to be pioneers in this movement to transform retail and play an essential role in building the cities of the future, while proudly bearing our values and our commitment. »
ANTOINE FREY,
Chairman and Chief Executive Officer
MESSAGE FROM ANTOINE FREY
UNIVERSAL REGISTRATION DOCUMENT 2023 -5
FREY, A HISTORY OF GROWTH AND INNOVATION
FREY, a history of growth and innovation
2022
FREY rolls out its pan-European strategy with the acquisition of two assets in Spain
Launch of the partnership with CDC Habitat and Banque des Territoires
2020
Acceleration of the Group's CSR strategy
Creation of the FoREY forestry group
2018
1st acquisition in Spain with the Parc Vallès open- air shopping centre in Barcelona
2014
Winner of the development competition launched by the Eurometropolis of Strasbourg
The largest urban and commercial renewal operation ever launched in France
2008
IPO under the REIT tax regime
2023
FREY acquires two major assets: Polygone Riviera in France and Matarnia Park Handlowy in Poland
2021
FREY becomes a "Société à Mission" and obtains B Corp™ certification
Opening of two Shopping Promenade® centres in Claye-Souilly and
Strasbourg
2019
FREY strengthens its presence in the Iberian Peninsula with the acquisition of Algarve Shopping in Portugal
2017
1st Shopping Promenade® opens in Amiens
New concept of eco-friendly and experience driven open-air shopping centres
2013
1st French regeneration of a retail zone at the entrance to a city (Troyes)
1st property company to be awarded HQE Aménagement certification
Creation of the 1st eco-responsible retail park concept
6 | - UNIVERSAL REGISTRATION DOCUMENT 2023 | www.frey.fr |
KEY FIGURES
Key figures
ECONOMIC ASSETS (1) | ANNUALISED RENTS (1) |
€2,094.7m +21.9% | €133.8m +33.7% |
PROFIT FROM RECURRING | NET PROFIT GROUP SHARE |
OPERATIONS |
€84.2m | +34.1% | €18.9m | -85.4% |
EPRA NAV NTA PER SHARELTV INCLUDING TRANSFER TAX
€32.6 | -1.5% | 41.0% | +210 bps |
PROPOSED DIVIDEND PER SHARE
€1.80 +5.9%
- O/w €1,999.3 million in value excluding transfer tax for economic assets in operation. The economic assets and annualised rents are detailed in paragraph 1.1.1.5 of the management report.
UNIVERSAL REGISTRATION DOCUMENT 2023 -7
HISTORICAL FINANCIAL INFORMATION
Historical Financial
Information
The quantified data set out below are expressed in millions of euros and have been extracted from FREY SA's consolidated financial statements at 31 December 2023 and 31 December 2022, prepared in accordance with IFRS and certified by the Statutory Auditors.
CONDENSED BALANCE SHEET AT 31 DECEMBER 2023 AND 31 DECEMBER 2022
Consolidated data - IFRS | ||
ASSETS (in € million) | 31/12/2023 | 31/12/2022 |
Goodwill | 5.9 | 5.9 |
Investment property | 2,054.0 | 1,739.0 |
Equity interests in associates | 45.5 | 17.5 |
Other non-current assets | 35.1 | 35.7 |
NON-CURRENT ASSETS | 2,140.5 | 1,798.1 |
Inventories | 62.7 | 51.1 |
Cash and cash equivalents | 73.0 | 72.1 |
Other current assets | 119.9 | 127.5 |
CURRENT ASSETS | 255.6 | 250.7 |
Assets held for sale | 1.0 | 1.9 |
TOTAL ASSETS | 2,397.1 | 2,050.7 |
Consolidated data - IFRS | ||
LIABILITIES (in € million) | 31/12/2023 | 31/12/2022 |
EQUITY | 1,116.4 | 1,053.2 |
Long-term financial liabilities | 1,050.2 | 826.4 |
Other non-current liabilities | 37.7 | 44.7 |
TOTAL NON-CURRENT LIABILITIES | 1,087.9 | 871.0 |
Short-term financial liabilities | 27.4 | 51.4 |
Other current liabilities | 165.4 | 75.1 |
TOTAL CURRENT LIABILITIES | 192.8 | 126.5 |
Liabilities related to a group of assets held for sale | - | - |
TOTAL LIABILITIES | 2,397.1 | 2,050.7 |
8 | - UNIVERSAL REGISTRATION DOCUMENT 2023 | www.frey.fr |
HISTORICAL FINANCIAL INFORMATION
CONDENSED INCOME STATEMENT AT 31 DECEMBER 2023 AND 31 DECEMBER 2022
Consolidated data - IFRS | ||
(in € million) | 31/12/2023 | 31/12/2022 |
Revenue | 148.5 | 124.1 |
Cost of development invoiced | -1.6 | -4.4 |
Overheads & non-recoverable expenses | -57.0 | -52.7 |
Other income and expenses | 0.8 | 0.3 |
Taxes and similar payments | -2.5 | -1.5 |
Allocations to and reversals of depreciation, amortisation and provisions | -4.1 | -2.9 |
PROFIT FROM RECURRING OPERATIONS | 84.2 | 62.8 |
Other operating income and expenses | -3.4 | -8.0 |
Income/expense on disposals of investment properties | -2.1 | 2.2 |
Fair value adjustments on investment properties | 14.6 | 38.9 |
OPERATING PROFIT | 93.4 | 95.9 |
Share of net profit/(loss) of associates | 1.2 | 3.2 |
OPERATING PROFIT/(LOSS) AFTER SHARE OF NET PROFIT/(LOSS) OF ASSOCIATES | 94.6 | 99.1 |
Cost of net financial debt | -23.9 | -14.7 |
Fair value adjustments of financial assets | -40.2 | 61.0 |
Income tax | -5.7 | -10.1 |
NET PROFIT/(LOSS) | 24.8 | 135.4 |
Group Share | 18.9 | 129.4 |
Net earnings per share (in €) - Group share | 0.6 | 4.6 |
Diluted earnings per share (in €) - Group share | 0.6 | 4.6 |
CASH FLOW STATEMENT AT 31 DECEMBER 2023 AND 31 DECEMBER 2022
Consolidated data - IFRS | ||
(in € million) | 31/12/2023 | 31/12/2022 |
Cash flow from operating activities | 61.0 | 58.8 |
Cash flow from investing activities | -267.1 | -209.9 |
Cash flow from financing activities | 206.9 | 138.9 |
Effect of currency fluctuations on cash and cash equivalents | 0.1 | - |
CHANGE IN NET CASH AND CASH EQUIVALENTS | 0.9 | -12.2 |
Cash and cash equivalents - Opening balance | 72.0 | 84.2 |
Cash and cash equivalents - Closing balance | 73.0 | 72.0 |
UNIVERSAL REGISTRATION DOCUMENT 2023 -9
GROUP OVERVIEW AS OF 31 DECEMBER 2023
Group overview as of 31 December 2023
PARENT COMPANY SHAREHOLDING STRUCTURE
PREDICA
FONCIERE AG REAL ESTATE*
- With shares held by Louvresses Development II taken into account
SCI PRIMONIAL CAPIMMO
FIRMAMENT PARTICIPATIONS | |||||
26.5% | |||||
19.8% | 12.6% | ||||
CARDIF ASSURANCE VIE | |||||
10.1% | 12.3% | ||||
SOGECAP | |||||
7.4% | 11.3% | ||||
FLOAT | |||||
FREY | |||||
FRANCE
EUROPE
RETAIL DIVISION
RETAIL DIVISION
RETAIL DIVISION
RETAIL DIVISION
RETAIL DIVISION
CSR DIVISION
PORTUGAL RETAIL DIVISION
POLAND RETAIL DIVISION
100% | 100% | |||
66.7% | 100% | |||
50.0% | 50.0% | |||
62.1% | 55% | |||
5.0% | 100% | |||
100% | 100% | |||
70.0% | 100% | |||
100% | 70.0% | |||
PLANNING DIVISION
DEVELOPMENT DIVISION
DEVELOPMENT DIVISION
RETAIL AND URBAN DIVERSITY
DIVISION
MANAGEMENT OF RETAIL ASSETS
DIVISION
MARKETING DIVISION
SPAIN RETAIL DIVISION
SPAIN RETAIL DIVISION
KEY
including joint | |||||||
RETAIL/URBAN | MANAGEMENT OF | ||||||
FREY | DEVELOPMENT/ | MARKETING | CSR | investments | |||
DIVERSITY DIVISION | RETAIL ASSETS | ||||||
SHAREHOLDING | PLANNING DIVISION | DIVISION | DIVISION | ||||
(ASSETS) | DIVISION | excluding joint | |||||
investments | |||||||
10 | - UNIVERSAL REGISTRATION DOCUMENT 2023 | www.frey.fr |
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Frey SA published this content on 30 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 29 May 2024 15:59:04 UTC.