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Rothschild & Co | Annual Report 2017
As at 31 December 2017, the shareholders of Rothschild Concordia SAS
were as followed:
Shareholders
Shares % of share
capital
% of voting
rights
David de Rothschild’s family
branch
(1)
269,551,815 33.02% 33.02%
Eric and Robert de Rothschild’s
family branch
(2)
374,927,451 45.94% 45.94%
Integritas BV branch
(3)
171,728,995 21.04% 21.04%
Total Rothschild Concordia
SAS
816,208,261 100.00% 100.00%
(1) Mr. David de Rothschild, his family and holding companies controlled by his family.
(2) Messrs. Eric and Robert de Rothschild and holding companies controlled by his family.
(3) Controlled by the English branch of the Rothschild family.
The second agreement was a Share Disposal Agreement entered into
between Rothschild & Co and the Eranda Rothschild Foundation on
22 January 2008 (the “Share Disposal Agreement”). The main terms and
conditions of this Share Disposal Agreement, which is no longer in force as
at 31 December 2017, are summarised in page 63.
Pursuant to the provisions of Article L. 233-11 of the French Commercial
Code, those two agreements were published by the AMF on 25 January
2008 (AMF Decision & Information No. 208C0180 of 25 January 2008).
3.1.2 Enlarged Family Concert after the Group
reorganisation in June 2012
Following the Group reorganisation in June 2012, the AMF was informed
on 12 June 2012 of the new composition of the family concert extended to
new members: Rothschild Concordia SAS, the David, Eric and Edouard de
Rothschild family branches, certain members of the management bodies
and Compagnie Financière Martin Maurel. On this occasion, the AMF was
informed of the existence of a new shareholders’ agreement (defined as
the “Rothschild & Co Shareholders’ Agreement” in Section 4.2) whose
main terms were published by the AMF (AMF Decision & Information
No. 212C0752 of 13 June 2012 and Decision & Information No. 212C0783
of 19 June 2012), summarised on page 64 of this report.
In December 2014, the AMF was informed of the addition of four new
members to the Enlarged Family Concert: Messrs. Nicolas Bonnault,
Laurent Baril, Philippe Le Bourgeois and Christophe Desprez, four of
the Group’s Senior Managers. On this occasion, the AMF was informed
of the execution of an amendment to the Rothschild & Co Shareholders’
Agreement whose main provisions were published by the AMF (AMF
Decision & Information No. 215C0073 of 14 January 2015).
During the financial year ended 31 March 2016, certain members of the
Enlarged Family Concert (the Messrs. David, Edouard, Eric and Robert family
branches and Olivier Pécoux) acquired 404,142 additional Rothschild & Co
shares on 19 October 2015, representing 0.39% of the Company’s share
capital. On this occasion, declarations were made to the AMF (AMF Decisions
& Information No. 2015DD396509, 2015DD396510 and 2015DD396511
of 23 October 2015).
On 4 January 2016, the AMF was informed of the addition to the Enlarged
Family Concert of a new member, Mr. Nigel Higgins, Managing Partner
(formerly Chief Executive Officer) of Rothschild & Co Gestion SAS, after his
acquisition of 4,362 shares (AMF Decision & Information No. 216C0119
of 12 January 2016).
Moreover, the AMF was informed of a series of share reclassifications by
certain members of the Enlarged Family Concert. On this occasion, six
individuals within the concert contributed their shares to their holding
companies, which are also members of the concert. This series of share
reclassifications, which was completed on 31 March 2016, resulted in
the loss of double voting rights for members who had held their shares
in registered form for more than two years, representing a gross loss of
434,000 voting rights for the family concert.
On 2 January 2017, following the merger with Compagnie Financière
Martin Maurel, Compagnie Financière Martin Maurel was replaced in
the Enlarged Family Concert by its main three shareholders, Mr. Bernard
Maurel, Ms. Lucie Maurel-Aubert and BD Maurel which controlled the
Compagnie Financière Martin Maurel before the merger. An amendment
agreement to the Rothschild & Co Shareholders’ Agreement was entered
into on the same date, to reflect their adherence to this agreement. On
this occasion, the AMF was informed of the change in the shareholding
structure of Rothschild & Co following the merger with Compagnie
Financière Martin Maurel (AMF Decision & Information No. 217C0092
of 9 January 2017).
On 20 March 2017, the AMF was informed of the sale of Rothschild & Co
shares held by the Eranda Rothschild Foundation (AMF Decision &
Information No. 217C0678 of 20 March 2017).
On 28 June 2017, the AMF was informed of the sale of all the Rothschild &
Co shares held by the Eranda Rothschild Foundation on 22 June 2017.
Following this sale, the Eranda Rothschild Foundation crossed downward
each threshold causing its leaving of the Enlarged Family Concert. However,
the Enlarged Family Concert did not cross any threshold (AMF Decision &
Information No. 217C1391 of 29 June 2017).
Information on the Company and share capital