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Rothschild & Co | Annual Report 2017
59
1. Overview
4. Financial statements
3.
Management report
2. Business review
31/12/2017
31/03/2017
Shareholders
Total capital
% of share
capital
% of exercisable
voting rights
Total capital
% of share
capital
% of exercisable
voting rights
• Rothschild Concordia SAS
(1)
24,806,341
32.05%
40.74% 24,806,341
32.10%
41.12%
• David de Rothschild Family
346,734
0.45%
0.29% 113,635
0.15%
0.10%
• Eric and Robert de Rothschild Family
670,861
0.87%
0.77% 437,763
0.57%
0.58%
• Holding Financier Jean Goujon SAS
(2)
4,057,079
5.24%
6.27% 4,057,079
5.25%
6.15%
• N M Rothschild & Sons Ltd
(3)
1,240,507
1.60%
0.00% 1,465,645
1.90%
0.00%
• Bernard Maurel Family
4,229,704
5.46%
6.57% 4,121,838
5.33%
6.62%
• Other members of the Enlarged Family Concert
(4)
2,759,572
3.56%
3.74% 2,676,511
3.46%
2.89%
Total Enlarged Family Concert
(4)
38,110,798
49.23%
58.39% 38,245,009
49.48%
58.41%
Treasury shares
909,770
1.18%
– 1,054,574
1.36%
–
Other controlling shares
(3)
206,887
0.27%
–
273,674
0.35%
–
Edmond de Rothschild group
(5)
5,413,586
6.99%
8.28% 5,573,586
7.21%
8.50%
Jardine Matheson group
4,217,310
5.45%
6.93% 4,217,310
5.46%
6.99%
Float
28,549,161
36.88%
26.40% 27,925,859
36.13%
26.10%
TOTAL
77,407,512
100.00% 100.00% 77,290,012
100.00% 100.00%
(1) For details on the control of Rothschild Concordia SAS, see details in Section 3.1.1.
(2) Controlled by Edouard de Rothschild.
(3) Group entities controlled by Rothschild & Co. According to applicable legal provisions, controlling shares cannot have voting rights.
(4) For the composition of the Enlarged Family Concert, see details on page 61.
(5) Entities of the Edmond de Rothschild group acting in concert as disclosed to the AMF (AMF Decision & Information No. 214C2351 of 7 November 2014 – AMF Decision & Information No. 216C2637
of 23 November 2016).
To the Company’s knowledge, no other shareholder held as at 31 December 2017, directly or indirectly, alone or acting in concert, above 5% of the
Company’s share capital or voting rights.
3.1 Control of the Company by a Family
Concert
The Company is controlled, since 2008, by a concert of members of the
Rothschild Family (the “Initial Family Concert”), which was extended to new
members as from the Group reorganisation of 2012 (the “Enlarged Family
Concert”). The relations between concert members in relation to their
shareholding in the Company are ruled by shareholders agreements whose
main provisions are presented on pages 63 onwards.
3.1.1 Initial Family Concert following the Group
reorganisation in January 2008
The Group reorganisation in January 2008 resulted in the establishment
of two agreements entered into between shareholders.
The first agreement was a shareholders’ agreement entered into on
25 January 2008 between shareholders of Rothschild Concordia SAS
(the “Rothschild Concordia Shareholders’ Agreement”), all members
of the Rothschild family. The main provisions of this Rothschild Concordia
Shareholders’ Agreement are summarised on page 63 of this report and
were set up by an action in concert between the shareholders of Rothschild
Concordia SAS in respect of the Rothschild & Co shares held by Rothschild
Concordia SAS.
3 Information on the shareholding structure
The table below lists the shareholders of Rothschild & Co holding, as at 31 December 2017 and 31 March 2017, a percentage of the share capital or of the
voting rights that exceeds the thresholds for disclosure as required under Article L. 233-9 of the French Commercial Code: