in here

Transcription

in here
Let your figures make sense!
Knowing Us Better…
1.
2.
3.
4.
5.
6.
7.
8.
Who We Are: Our Skills
Appraisals
Litigation Support
Consultancy
Auditing and Related Activities
Sector by Sector: Our Competencies
Involvement in Professional Organizations
Our Team
2
1. Who We Are: Our Skills
Ledouble serves the needs of decision-makers, not only for statutory audits but also whenever
they are faced with situations requiring the services of independent experts or consultants.
The firm is especially recognized for its technical sophistication in dealing with complex issues.
We operate in a number of different areas, around three main themes :
- Assessing financial and intangible assets
- Providing assistance in the event of financial or business disputes
- Statutory auditing and related activities
Ledouble has a highly skilled staff specializing in auditing, accounting and financial
engineering. Each of our staff members has developed sector-specific skills alongside specialist
professional skills.
As a result of this double specialization, we are able to call upon a team of professionals fit to
deal with the specific issues liable to arise during our engagements.
3
2. Appraisals
Mergers and Acquisitions Auditing
Purpose of Assignment
Contribution and merger audits are
essentially concerned with the protection
of shareholders’ interests in all financial
transactions carried out in securities
instead of cash.
Ledouble Partners or the firm Ledouble as
such are frequently appointed by
Commercial or District Courts (Tribunal de
Commerce or Tribunal de Grande Instance) to
attest to the fairness of a merger/demerger
or to determine the value of a contribution
or of specific rights.
Since the Warsmann Law of March 22nd,
2012, Ledouble Partners or the firm
Ledouble as such can also be appointed by
the
unanimous
decision
of
the
shareholders or partners if they are in
agreement on their appointment as
contribution
and
merger
auditors
(commissaires aux apports et à la fusion).
Examples of Assignments of a Public Nature
-
Acquisition of SFR by Numericable
Cross border merger between Klepierre and Corio
Valuation of Suez Environnement and Agbar for the contribution of Agbar shares held
by Caixa
Reorganization of the Courtepaille group
Assessments in the Biotech sector : Eos Imaging, Stentys, Qiagen
Merger between Korian and Medica
Contribution by Bolloré of Direct 8 and Direct Star to Vivendi
Restructuring of Paris-Orléans / Rothschild group
Setting-up of the Veolia-Transdev group
Setting-up of Amundi
Setting-up of BPCE
Merger of GDF-Suez
Merger of Canal+ and TPS
Merger of BNP Paribas and Fortis
Setting-up of Areva
Setting-up of Vivendi Universal
Examples of Recent Assignments
-
Cross-border merger in an insurance group between the English subsidiary and the
French subsidiary (€ 1.7 bn)
Intragroup restructuring as part of business reorganizations (telephony, industry)
Partial contributions in securities (€ 6.9 bn) as part of a reorganization of a listed group
dealing with wines and spirits
Appraisal of the special rights granted to shareholders under the acquisition of an
industrial logistics provider (€ 800 m)
Appraisal of the special rights granted to shareholders in a real estate group under an
acquisition of holdings (€ 30 m)
Appraisal of the special rights to be granted by an investment trust to the former
« commandité », when transforming a « société en commandite par actions » in « société par
actions simplifiée »
4
Fairness Opinions
Market Transactions
AMF regulation imposes that a fairness
opinion be issued whenever the interests of
minority shareholders may be undermined
in public offers.
Ledouble is one of the leading players
in this subject, and is a member of
the Association Professionnelle des
Experts Indépendants (APEI, Professional
Association of Independent Experts),
which is recognized by the AMF. Olivier
Cretté, a Ledouble Partner, is a member of
the APEI Steering Committee.
Article R3332-27 of the Labour Code
Under Article R3332-27 of the French
Labour Code, we are called upon to act as
independent experts to report on the
method of evaluating debt instruments
subscribed by mutual funds.
Recent Assignments
-
CeGeREAL: Simplified public tender offer
LeGuide.com: Public buyback offer followed by a squeeze-out
Latécoère: Reserved capital increase
Norbert Dentressangle: Simplified public tender offer followed by a squeezeout
Linedata Services: Simplified public tender offer and share repurchase
tender offer
Euro Disney SCA: Simplified public tender offer
Euro Disney SCA: Reserved capital increases
SIIC de Paris: Simplified public tender offer followed by a squeeze-out
Bull: Public tender offer
Global Graphics: Transfer of the head office to the UK
SAM: Public tender offer
Etam: Simplified public tender offer
Tesfran: Simplified public tender offer
Sical: Public buy-back offer
Monceau Fleurs Group: Simplified public tender offer
Auto Escape: Public buy-back offer followed by a squeeze-out
Klémurs: Simplified public tender offer
Foncière Sépric: Simplified mixed public tender offer and simplified public
tender offer
Elixens: Simplified public tender offer
Orchestra Kazibao: Public repurchase offer
LeGuide.Com: Public tender offer
Xiring: Simplified public tender offer
. Independent expertise within the context of issues of negotiable certificates of
deposit (NCD) and medium-term notes (MTN) made by various funds of a listed
banking group
. Valuation of securities as part of the setting-up of free share award and stockoption schemes.
5
Appraisals
Ledouble quoted as « Excellent » by Décideurs – Stratégie Finance Droit in its ranking 2015 of
advisors in financial valuation - LBOs
Valuation of Enterprises and Intangibles
Recent Assignments
Ledouble
regularly
works
on
matters
concerning evaluating companies of all different
sizes, from SMEs (small and midsize businesses)
to multinational groups, in a range of business
sectors (industry, services, financial), as well as
evaluating
intangible assets (trademarks,
patents, know-how…).
-
Valuation of hypermarkets within an independent retailer
(turnover = € 35m) and a cooperative group (turnover = € 570m)
-
Valuation of the trademark of a catering
€ 120m / total assets = € 213m)
-
Assignment to evaluate a family industrial group (departure of the
“older generation”, withdrawal of some parties): financial and fiscal
challenges (turnover = € 460m / total assets = € 530m)
A specific approach has been set up for the
valuation of shares with special rights (multiple
voting rights, statutory dividends, shares
divided
between
bare
ownership
and
usufruct...).
-
Valuation of a technology consultancy company (turnover =
€ 12.5m)
-
Assignment to evaluate every year a logistics provider within the
context of employee share ownership (turnover = € 800m / total
assets = € 359m)
-
Assessment of assets held for diversification purposes, in an
industrial group, before an anticipated sale and contribution
(= € 10bn.)
-
Preferred shares valuation
-
Valuation of profit sharing instruments (warrants, preference shares)
as part of management packages
-
Valuation of hybrid financial instruments (convertible
securities, equity redeemable bonds, warrants,…)
-
Valuation of derivatives
group (turnover =
Valuation of Financial Instruments
Ledouble has developed some valuation tools
for optional products (stock and interest rate
options) and is regularly involved in evaluating
management packages and complex financial
instruments.
debt
6
3. Litigation Support
A Wide Area of Intervention
Financial and accounting disputes have become
everyday events for financial directors. Lawyers need
experts in these fields who can explain the true extent
of the dispute and provide them with the technical
arguments they need.
Ledouble has been involved in a number of
financial assignments over the past years, with
regard to:
- the appraisal of damages and opportunity losses
- disputes needing financial calculations,
implementation of price adjustment clauses
or
- disputes relating to business valuations
- commercial disputes on long-term agreements
- disputes relating to unfair competition
- disputes calling into question the third-party
liability of accounting professionals
- disputes relating to the interpretation of accounting
standards, particularly IFRS
- disputes in the computation of employees’ share
profit package (“participation”)
Examples of Recent Assignments
- Prejudice assessment, for example within the
context of unfair competition matters
- Appointment as expert within the context of the
application of IFRS standards
- Appointment as expert in the determination of
the share price of a utilities company where the
minority shareholders exercised their option to
sell their shares
- Appointment as expert in the pricing of the
minority shareholding of a biotechnology
company
- Assignment to help a travel group in a dispute
relating to the valuation of a transferred
company, in the sector of renewable energy
- Report on the financial situation of an industrial
group following a judgement of the Competition
Council
- Valuation of an opportunity lost within the
context of the transfer of social commitments
- Analysis of the transfer price in a tax procedure
- Calculating the employees’ share profit package
7
Alternative Dispute Resolution
Articles 1592 et 1843-4 of the French Civil Code
Agnès Piniot and Ledouble Partners are often appointed as experts in accordance with
articles 1592 or 1843-4 of the French Civil Code, in order to establish the price of a transaction in
securities, or as arbitrators.
Agnès Piniot is an expert in finance at the Court of Appeal of Paris.
Mediation, Conciliation and Arbitration
Ledouble Partners are regularly appointed as mediators, conciliators or arbitrators in financial
disputes (liability guarantees, earn-out clauses, evolution of long-term contracts, exit from
shareholders’ agreements…) or accounting disputes.
They have also been appointed as liquidators in some financial cases.
8
4. Consultancy
Recognized Skills and Competencies
The complexity of accounting rules means that enterprises have to consult experts whenever
the accounting treatment of a transaction is a significant challenge.
Known for its understanding of situations and its diligence, Ledouble has been a consultant in a
number of significant financial transactions.
 Application of IFRS standards
Ledouble facilitates the application of IFRS standards, particularly: execution of impairment
tests, valuation of optional instruments, and non current assets held for sale and discontinued
operations under IFRS 5.
 Application of accounting principles
Ledouble is often consulted on the application of accounting principles.
 Financial analysis
Ledouble carries out economic and financial analyses, particularly in the case of disputes or
“social plans”.
 Share profits plans
Ledouble examines calculations regarding share profits plans.
9
5. Our Accountancy Experience
Auditing and Related Activities
Auditing
Ledouble carries out its audit assignments in compliance with the rules issued by the H3C (Haut
Conseil du Commissariat aux Comptes, auditing oversight body). It complies with regulatory
requirements with regard to the quality control of its work and continuing technical training.
Due diligence
Ledouble carries out due diligence on companies operating in its sectors of experience.
10
6. Sector by Sector: Our Competencies
Due to the variety of competencies to be found in the firm, Ledouble is able to cover many
economic sectors.
The firm’s competence is particularly recognized in:
- Real estate
- Audiovisual
- Telecom
- Utilities
- Health: mutual societies, pharmaceutical labs
- Finance: insurance and reinsurance, banks, brokers
- Retail
- Non-profit sector
11
7. Involvement in Professional Organizations
Ledouble Partners are actively involved in discussions held in professional institutions in order
to be ahead of conditions which could bring changes to their activity. They take part in:
- Professional accounting institutions (Ordre des Experts-Comptables, Fédération Française des
Experts en Evaluation, Compagnie Nationale des Commissaires aux comptes)
- Bodies focused on valuation (Association Professionnelle des Experts Indépendants, Société
Française des Evaluateurs)
- Associations related to business law (Droit et Commerce, arbitration courts)
Ledouble Partners are invited as lecturers at various universities.
12
8. Our Team
Agnès Piniot, Partner, President
apiniot@ledouble.fr
Holder of the MSTCF from Paris IX-Dauphine, Chartered Accountant and Statutory Auditor,
Expert at the Court of Appeal of Paris.
Agnès Piniot speaks English.
Professional experience
Agnès Piniot started her career at Salustro-Reydel (now KPMG). Audit Manager in 1992, she was closely
involved in the audit of listed groups and capital contribution/merger operations.
In 1995, she set up her own firm which, in addition to activities aimed at SMEs and contribution and merger
audit engagements, worked with CDL (now Ledouble).
She became a partner at Ledouble in 2008.
Over the course of her career, she has worked on a wide range of audit engagements: statutory audits, internal
audits, public accounting, capital contribution/merger auditing, valuation assessments, assistance to lawyers in
connection with financial disputes.
Her areas of specialist expertise include corporate groups and holding companies, industrial activities, the
audiovisual sector and services.
Public activities
Agnès Piniot is a member of the CNI (National Tax Commission, Commission Nationale des Impôts), the APEI
(Professional Association of Independent Experts, Association Professionnelle des Experts Indépendants), the SFEV
(French Society of Valuation Experts, Société Française des Evaluateurs), the Valuation Commission of the CNCC
(France’s National Company of Statutory Auditors, Compagnie Nationale des Commissaires aux Comptes), the DFCG
(National Association of Finance and Financial Control Directors, association nationale des Directeurs Financiers et de
Contrôle de Gestion) and “Droit et Commerce”.
Agnès Piniot was deputy rapporteur as part of the National Activity Review (from 1996 to 2006) of the CNCC.
13
8. Our Team
Laure Coutelle, Partner
lcoutelle@ledouble.fr
Graduate of Audencia and holder of a Certificate of Aptitude as a Statutory Auditor.
Laure Coutelle speaks English and Spanish.
Laure Coutelle joined Ledouble in 2009, after a working for over 17 years at Salustro-Reydel (now KPMG).
She has acquired solid experience in the area of financial audits and, as a result of the numerous clients with
which she has worked, has developed a wide range of technical and sector-specific skills (contribution and
merger auditing, fairness opinions, in particular in the services and industry sectors).
She is also responsible for auditing public-interest entities (mutual societies, fund-raising organizations,
endowment funds). She also specializes in company assessment.
14
8. Our Team
Olivier Cretté, Partner
ocrette@ledouble.fr
Graduate of the EM Lyon Business School, Doctor of Management Science, Chartered Accountant
and Statutory Auditor.
Olivier Cretté speaks English and is bilingual French/German.
Professional experience
After having started his career in Germany, Olivier Cretté joined Salustro-Reydel (now KPMG) where, between
1988 and 1998, he was responsible for legal audits and acquisition audits.
He subsequently specialized in corporate assessment, fairness opinions, contribution and merger auditing and
arbitration. His sectors of experience are retail, agro-foods and industry.
He became a partner at Ledouble in 2008.
Public activities
Member of the Commission for Professional Standards at the CNCC (France’s National Company of Statutory
Auditors, Compagnie Nationale des Commissaires aux Comptes), the Steering Committee of the APEI (Professional
Association of Independent Experts, Association Professionnelle des Experts Indépendants), the SFEV (French Society
of Valuation Experts, Société Française des Evaluateurs) and the DFCG (National Association of Finance and
Financial Control Directors, association nationale des Directeurs Financiers et de Contrôle de Gestion).
Olivier Cretté is an Associate Professor at the Conservatoire National des Arts et Métiers, and lecturer at the Paris
Institut d’Administration des Entreprises, Paris IX-Dauphine and SciencesPo (valuation, audit and accounting
review, comparative accounting, IFRS).
His research activities relate to IFRS and Corporate Social Responsibility.
15
8. Our Team
Sébastien Sancho, Partner
ssancho@ledouble.fr
Holder of a “Corporate Finance and Financial Engineering” Master 225 (Paris IX-Dauphine) and
an “Islamic Finance Qualification”, Chartered Accountant and Statutory Auditor.
Sébastien Sancho speaks English.
Professional experience
Sébastien Sancho joined Ledouble as Manager after having gained experience in auditing and transactions
consultancy (acquisitions, transfers) in an international firm.
His main area of expertise is fairness opinions, financial assessments (shares, options, debt instruments), and
contribution/merger & acquisition auditing in the industrial, banking and insurance sectors.
He also carries out valuations of brands and management packages.
Public activities
Sébastien Sancho is a member of the APEI (Professional Association of Independent Experts, Association
Professionnelle des Experts Indépendants), the SFEV (French Society of Valuation Experts, Société Française des
Evaluateurs) and the DFCG (National Association of Finance and Financial Control Directors, association nationale
des Directeurs Financiers et de Contrôle de Gestion).
16
8. Our Team
Dominique Ledouble, Senior Counsel, Founder
dledouble@ledouble.fr
Graduate from the HEC, Doctor in Law, Chartered Accountant and Statutory Auditor.
Dominique Ledouble speaks English and German.
Professional experience
Dominique Ledouble served as Technical Director and Secretary General of the National Council of the French
Institute of Chartered Accountants (1975-1982). He became Director of Development at KPMG Fiduciaire de
France in 1982 and Managing Partner of Salustro-Reydel in 1986.
In 1993 he founded CDL, a firm specializing in accounting and financial consultancy services, which became
Ledouble in 2008.
Over the course of his professional career, he has been involved in a wide range of engagements: statutory audits
and acquisition audits, contribution/merger audits, expert fairness assessments and opinions, as well as
consultancy services in the areas of accountancy, arbitration and mediation. His areas of specialist expertise
include utilities, communications, real estate and financial services.
Public activities
Dominique Ledouble was Chairman of the French Institute of Chartered Accountants (Conseil Supérieur de l’Ordre
des Experts-Comptables) from 1998 to 2001. He is Honorary President as Founder of the APEI (Professional
Association of Independent Experts, Association Professionnelle des Experts Indépendants), and President of the FFEE
(French Federation of Valuation Experts, Fédération Française des Experts en Evaluation).
Author of numerous articles published in legal and accounting journals, he was Associate Professor at the
Conservatoire National des Arts et Métiers and lecturer at SciencesPo Paris.
17
8. Our Team
Staff Members
Our staff members are experienced professionals who have been trained in audit and finance.
They are regularly involved in valuation or financial analysis engagements.
They also have a recognized track-record in the fields of audit and accounting principles.
18
15 rue d’Astorg
75008 Paris
tél : 01 43 12 84 85
fax : 01 43 12 84 86
Email : info@ledouble.fr