Annual Report 2017

Rothschild & Co | Annual Report 2017

193

1. Overview

4. Financial statements

Management report

2. Business review

3 Off-balance-sheet commitments within the framework of the acquisition of Banque Martin Maurel

shares from certain managers

Between 1 June 2016 and 10 June 2016, R&Co signed memoranda of understanding with a number of managers at BMM, including put and call options

on BMM shares that are held by these managers, but which are currently unavailable to buy as a result of the managers’ legal obligation to hold these

shares until the fifth anniversary of their payment into the Martin Maurel group savings plan.

In accordance with the stipulations of these memorandums of understanding, R&Co is entitled to buy unavailable BMM shares in the month following the

date the restrictions are lifted.

As the unavailable shares were paid into the Martin Maurel group savings plan staggered over several years, the shares will be available on a staggered

basis between 12 March 2017 and 22 March 2021.

R&Co notified managers for whom the shares’ period of unavailability ended on 12 March 2017, with the promise to buy these shares being exercised on

31 March 2017. Accordingly, during the 2017 financial year, R&Co acquired 10,184 BMM shares on 13 April 2017, representing 0.81% of BMM’s share

capital, held by 21 BMM managers, for €2,087,720 in total consideration. In addition, R&Co notified a BMM executive on 22 December 2017, for whom

the lifting of the period of unavailability was contingent upon the cessation of his office at the BMM group; his promise to sell was exercised, and so the

Company acquired 150 additional shares for €30,750.

These promises initially covered a total number of 39,417 BMM shares, which represented a commitment estimated at €9.7 million. Following the exercise

of these options, there remain 29,083 BMM shares subject to put and call options that R&Co is entitled to buy, which may be acquired according to the

terms and conditions laid down in the preliminary agreements. These represent a commitment of €7.6 million for R&Co.

G. Analysis of subsidiaries and participating interests

Companies or groups of companies

capital

APIC,

reserves

and

retained

earnings

excluding

net income

for the

period

Share of

capital held

Carrying value of shares

held

Outstanding

loans and

advances

from the

company

Gross

revenues

(excluding

VAT) for the

last

financial

period

Net income

for the last

financial

period

Dividends

received by

the

Company

during the

financial

period

Gross

Net

In millions of euro

A. Subsidiaries

(Company holds at least 50% of capital)

Paris Orléans Holding Bancaire SAS

(Paris)

(4)

729.6

487.1

100%

1,335.5

27.6

–

91.8

78.2

K Développement SAS (Paris)

(4)

99 173.2

100%

104.2

22.4

–

(0.7)

44.0

Francarep Inc. (USA)

(2)(4)

0.0

2.4

100%

2.6

2.3

–

0.4

–

Cavour SASU (Paris)

(2)(4)

0.1

–

100%

0.1

–

Verdi SASU (Paris)

(2)(4)

0.1

–

100%

0.1

–

Aida SASU (Paris)

(2)(4)

0.3

–

100%

0.3

0.2

–

Banque Martin Maurel SA

(Marseille)

(2)(4)

51.1 134.4

97.44%

217.1 217.1

–

18.3

10.0

–

B. Participating interests

(Company holds 5 to 50% of capital)

Finatis SA (Paris)

(1)(2)(3)(4)

(2.0)

12.3

–

36,788

622

0.6

(1) Consolidated figures.

(2) Financial period ended 31 December 2017 (FX rate: 1 EUR = 1.20081 USD).

(3) Reserves and net income (Group share).

(4) No guarantees were given by the Company to the above companies or groups of companies.