Société des Bains de Mer, general meeting of shareholders » PACA’s economic and political newsletter
The shareholders of Société des Bains de Mer met this Friday, September 23 at the Sporting Monte-Carlo for an Ordinary General Meeting, followed by an Extraordinary General Meeting.
The shareholders present or represented adopted all of the proposed resolutions.
GENERAL ORDINARY ASSEMBLY
Approval of the financial statements for the 2021/2022 financial year and setting of the dividend
During the 2021/2022 financial year, the SBM Group achieved a turnover of 530.5 million euros for the whole of the 2021/2022 financial year compared to 336.9 million euros in 2020 /2021, an increase of 57% over the full year. This increase of 193.6 million euros in turnover illustrates the recovery of activity despite a health context still described. The increase in turnover is the result of improved revenues in all business sectors. Even if the activity of the 1st quarter (period from April to June) remained strongly impacted on the decline due to the unprecedented nature of the health crisis (Rolex Monte-Carlo Master behind closed doors, Formula 1 Grand Prix with gauge), the summer season (period from July to September) then recorded an upturn in activity. The second half of the year confirmed the improvement trend observed during the summer period. Even if a slowdown in activity was recorded in December 2021 and January 2022 with the arrival of the fifth wave during the end-of-year holiday period, the favorable trend was confirmed in February and March 2022.
In this context of crisis, the SBM Group continued, over the 2021/2022 financial year, to work on optimizing its costs by reducing operating expenses and better adapting expenses to seasonal fluctuations. As part of the implementation of a global restructuring plan in addition to the provisions already put in place since the start of the health crisis, the SBM Group had notably announced on March 4, 2021 the implementation of its restructuring plan. Staff. The departures of the employees concerned, which had started in January 2021, continued during the current financial year.
The announced objective of reducing annual expenses by 25 million euros resulting from the restructuring plan and reductions in operating expenses has been achieved. As a reminder, the price taken into account for the restructuring plan in the results for the 2020/2021 financial year had represented a net expense of 25.3 million euros. An expense of 7.5 million euros was also recorded for the 2020/2021 financial year for the closure of the Sun Casino. The SBM Group has in fact decided not to reopen this establishment and all of the financial commitments remaining to run had been provisioned.
The operating result of the SBM Group thus amounts to a profit of 35.4 million euros compared to an operating loss of -103.3 million euros for the previous financial year, an improvement of 138.6 million euros. . The favorable trend in operating performance concerns all business sectors. The financial result amounts to -5.2 million euros for the 2021/2022 financial year, compared to a result of -7 million euros for the 2020/2021 financial year. Finally, it is recalled that the SBM Group has held since May 2009 a stake in the capital of Betclic Everest Group (“BEG”), an online gaming group. This investment, consolidated using the equity method, requires in particular the price taken into account of the share of profit corresponding to the investment held, which had represented a positive contribution of +€30.9 million for the 2020/2021 financial year. past.
For the 2021/2022 financial year, and in addition to the usual taking into account of a share of the result, the consolidation of the stake in Betclic Everest Group leads to the recording, on the one hand, of the impacts of operations of reorganization carried out at the end of 2021 with a view to aligning the interests of BEG with those of the management, which notably had the effect of reducing by dilution to 47.3%, instead of 50% previously, the percentage of participation held by the SBM Group, and on the other hand, the receipt of dividends paid by Betclic Everest Group. Thus, the consolidation of the stake in Betclic Everest Group generates a positive contribution to the consolidated results of the SBM Group of + 46.2 million euros for the 2021/2022 financial year against + 30.9 million euros for the same period. of the previous year. The General Meeting of Shareholders approved the parent company and consolidated financial statements for the 2021/2022 financial year and the resolution on the allocation of results. Based on the results, a dividend of €1 (one euro) per share will be paid. The last trading day attached right is set for October 3, 2022.
Ratification of a director
The General Meeting of Shareholders transformed the mandate of Director of Mr. Troy Fraser Hickox, which will expire at the Ordinary General Meeting of Shareholders which will have to approve the financial statements for the 2026/2027 financial year.
Authorization to buy back Company shares
The General Meeting of Shareholders renewed the authorization given to the Board of Directors to buy back Company shares, within the limit of 5% of the amount of the share capital, with a maximum purchase price not exceeding 110 euros per share and for a total maximum amount of 30 million euros. This authorization is valid for a period of 18 months from September 23, 2022.
EXTRAORDINARY GENERAL MEETING
Amendment No. 5 to the Specifications
The Extraordinary General Meeting approved amendment no. 5 to the Specifications extending the current royalty rate of 15%, for a period of three financial years. This same amendment authorizes the deduction of discounts granted to customers from the calculation of the fee, within the limit of 26% of the amount of revenue, for a period of five financial years.
Abolition of Council’s right to a 3% share of profits
The Extraordinary General Meeting approved the removal of the Board’s right to a 3% share of the profits. Under his mandate, each Director will henceforth be allocated a sum, the amount of which will be determined each year by the Board of Directors.
PERSPECTIVES
It is recalled that consolidated revenue for the first quarter of the current financial year (period from April 1 to June 30, 2022) amounted to €207.8 million compared to €110.9 million. previously, an increase of 96.9 million euros. This achievement is also 18% higher than the turnover of the first quarter of the 2019/2020 financial year. The 2022 summer season confirms the trend observed in the 2021/2022 financial year and in the first three months of the 2022/2023 financial year. Indeed, the turnover achieved by the SBM Group during the July/August period increased by 22% compared to the same period of the previous financial year. However, this achievement is 2% lower than the same two months in 2019, as the hazard in the gaming sector was particularly favorable in August 2019.
If the activity of the SBM Group is part of a context of gradual exit from the health crisis and remains dependent on the evolution of the geo-context with the war situation affecting Ukraine and the crisis with Russia, the favorable political results observed during the first five months should enable a further strong increase in operating profit to be recorded in 2022/2023. Given the information available, we can envisage achieving an operating profit higher than that of the record 2007/2008 financial year. During this financial year, the SBM Group had indeed recorded an operating profit of 64.1 million euros, never equaled since. The SBM Group also announced on July 1 that its subsidiary, Monte-Carlo SBM International S.à.rl (“SBM International”), transferred on June 30, 2022, by sale and contribution, all of the 47.30% stake it held in Betclic Everest Group to the Dutch company FL Entertainment NV (“FL Entertainment”).
The operation, which valued the share of the capital of BEG held by SBM International at 850 million euros, was settled half in cash, and the other half by the delivery of FL Entertainment shares, allowing SBM International to hold 4.95% of the voting rights and 10.39% of the effective economic rights of this company. FL Entertainment has been listed on the regulated market of Euronext Amsterdam since July 1, 2022. This operation results in the recognition of an exceptional profit of 814 million euros in the consolidated financial statements of the SBM Group for the 2022/2023 financial year. , and gives the financial means to SBM International to pursue its development strategy, while maintaining a significant stake in a world leader in entertainment operating in attractive market segments with strong growth potential.
APPOINTMENT OF A DIRECTOR
Following the resignation of Mrs. Brigitte Boccone-Pagès from her mandate as Director of SBM for personal reasons, the Board of Directors, during its meeting of September 22, 2022, co-opted Mr. Stéphane Valeri as Director. Upon the departure of Mr. Jean-Luc Biamonti, at the end of the current financial year, on March 31, 2023, Mr. Stéphane Valeri will be proposed to the Board of Directors of the Company to assume the presidency of the SBM.