Annual Report 2017

Rothschild & Co | Annual Report 2017

1. Overview

4. Financial statements

Management report

2. Business review

(1) Please refer to Section 4 of the 2016/2017 Annual Report for more details.

Issued invoices remaining unpaid as at end of the last financial year

0 day

1 to 30

days

31 to 60

days

61 to 90

days

91 days

and more

Total

1 day and

(A) Late payment ranges

Aggregate number of concerned invoices

–

Aggregate amount due on concerned invoices (inclusive of all taxes) (in euro)

71,843

–

– 24,160 123,110 147,270

Percentage of the revenue of the financial year inclusive of all taxes

–

(B) Reference terms of payment used (contractual or legal)

Terms of payment used for calculating the late payment

Legal terms

Contractual terms

4 Significant events during 2017

4.1 Legal and economic reorganisation of the

Rothschild & Co and Martin Maurel groups

Following the merger between Rothschild & Co SCA and Compagnie

Financière Martin Maurel SA which completed on 2 January 2017

(1)

the two groups carried out an internal reorganisation through an operational

and legal combination of their banking and collective and institutional

management businesses with the aim of:

• combining the banking business performed by Banque Martin Maurel

SA and Rothschild & Compagnie Banque SCS under one credit

institution, Rothschild & Compagnie Banque SCS, which has been

renamed “Rothschild Martin Maurel”; and

• combining the current collective and institutional management business

performed by Martin Maurel Gestion SA and Rothschild & Cie Gestion

SCS under one newly created portfolio management company,

Rothschild Asset Management SCS.

In accordance with the provisions of the articles of association of the

Company, at its meeting on 30 March 2017, the Supervisory Board gave a

positive opinion to the Managing Partner of the Company on this proposed

legal and economic reorganisation. It was implemented on 1 July 2017

through the following transactions, occurring on the same day:

• the contribution by Banque Martin Maurel SA of all of its assets and

liabilities and any equity interests it held to Rothschild & Compagnie

Banque SCS, with the exception of certain equity interests, items relating

to certain taxes and the cash necessary for their payment, as well as for

the capital reduction realised on 2 January 2017;

• the merger of Rothschild & Cie Gestion SCS into Martin Maurel

Gestion SA;

• the contribution of the collective and institutional management business

of Martin Maurel Gestion SA (following the absorption of Rothschild &

Cie Gestion SCS) into the newly-created portfolio management company

referred to above; and

• the merger of Martin Maurel Gestion SA, which no longer included its

collective and institutional asset management business contributed

to Rothschild Asset Management SCS into Rothschild & Compagnie

Banque SCS. As a result of this merger, Martin Maurel Gestion SA

contributed its private banking activities (including those of Rothschild

& Cie Gestion SCS) to Rothschild Martin Maurel.

Moreover, the Rothschild & Compagnie Banque’s corporate name was

changed into Rothschild Martin Maurel.

The completion of the transactions was subject to the fulfilment of the

following conditions precedent:

• authorisation from the European Central Bank for the contribution

realised by Banque Martin Maurel SA to the benefit of Rothschild &

Compagnie Banque SCS resulting in the acquisition by Banque Martin

Maurel SA of a qualifying holding reaching 30% of the capital and

voting rights in Rothschild & Compagnie Banque SCS;

• authorisation from the French Prudential Authority (

Autorité de contrôle

prudentiel et de résolution

) for the takeover of Martin Maurel – Sella

(Monaco) as a result of the contribution realised by Banque Martin

Maurel SA to the benefit of Rothschild & Compagnie Banque SCS;

• approval from the French financial markets authority (

Autorité des

marchés financiers

or “AMF”) authorising Rothschild Asset Management

SCS to act as a portfolio management company; and

• approval of the transactions by the shareholders of the companies

involved in the internal reorganisation.

As a result of this reorganisation, the Rothschild & Co Group has become

a leading independent family-controlled private banking group operating

in France, Belgium and Monaco, with a distinctive market positioning

targeted notably at entrepreneurs. The Group, which has total assets under

management (“AUM”) of c.€36 billion in France out a total of c.€67 billion

as at 31 December 2017, offers a particularly broad wealth management,

asset management, financing and corporate finance advisory service and

enjoys a greater geographic footprint in France.