Solocal Group · EURONEXT:LOCAL
Solocal — Shareholder Meeting (June 2024)
53 slides from Solocal's shareholder meeting presentation, Jun 19, 2024
Slide 1: Combined General Shareholders Meeting
Combined General Shareholders Meeting 19 JUNE 2024
Slide 2: Opening
Opening Ghislaine Mattlinger Member of the Board of Directors Chairwoman of the Audit Committee
Slide 3: Agenda
1 Opening P.2 2 2023 & 2024 Priorities P.4 3 2023 Financial results P.13 4 Financial Restructuring P.18 Agenda 5 Ycor’s Project P.25 6 Governance P.26 7 Remuneration P.33 8 Auditor’s report P.43 9 Questions & Answers P.50 10 Votes on resolutions P.51 11 Closing P.52
Slide 4: 2023 Annual Results
2023 Annual Results Cédric DUGARDIN Chief Executive Officer
Slide 5: 2023 at a glance
2023 at a glance Key Figures Key evenements ✓ Return to PagesJaunes’ audience growth ✓ €360m revenue ✓ Initiate discussions with main financial creditors in June 2023 to reshape balance sheet structure while preserving liquidity ✓ €63m recurring EBITDA ✓ Beginning of an industrial partnership resear
Slide 6: Business overview
Business overview Visibility: €99m Digital Marketing: €204 m Revenue evolution Revenue evolution (in €m) 97 99 242 (in €m) +2.4% -15.4% 204 Connect Booster ✓ E-reputation ✓ Advertising ✓ Relational and transactional ✓ Brand awareness services 2022 2023 ✓ Priority ranking 2022 2023 2/3 of Booster rev
Slide 7: 2023 Customer base evolution
2023 Customer base evolution Customer base evolution Mainly driven by churn In thousands • Overall decrease by -27k customers over 2023 34 35 - Churn still high despite measures implemented (customer experience, overhaul of sales objectives, etc.). -56 -62 - Acquisition below expectations and “Hunte
Slide 8: A disappointing commercial performance in 2023
A disappointing commercial performance in 2023 Order intakes FY 22 vs FY 23 380 In €m In €m 339 145 - 22 % 27 113 113 17 19 Others migration Migration migration Migration 20 11 Large accounts 19 -4 % 220 Including 217 220 migration 217 SME/VSE 82 65 Enterprises FY 2022 FY 2023 Acquisition 2022 Acqui
Slide 9: PagesJaunes: a return to audience growth in 2023 that accelerates in 2024
PagesJaunes: a return to audience growth in 2023 that accelerates in 2024 Monthly Unique Visitors (millions) and NetRatings Ranking +22% 16,0 +2.8 million unique visitors between April 2023 and April 2024 15,5 according to Médiamétrie +26% 15,2 43* NetRatings: a steady progression 14,7 45* 14,5 than
Slide 10: 2024 Priorities and Challenges
2024 Priorities and Challenges Cédric DUGARDIN Chief Executive Officer
Slide 11: An operational plan around 5 pillars supported by 3 transversal levers
An operational plan around 5 pillars supported by 3 transversal levers Mission The trusted The partner trusted of the partner pros, of the bringing pros, the the bringing prospros closer to the closer toFrench the French I II III IV V Renew the Simplify and Redefine the Redesign the PagesJaunes valu
Slide 12: Beginning of 2024, 2024 Outlook, Financial Restructuring
Beginning of 2024 2024 first quarter 2024 Outlook Continuing difficulties in the first quarter •• Poursuite 2024 des efforts will be impacted de maîtrise by the commercial des and difficulties coûts high (marge d’EBITDA comprise soit en retrait churn rate experienced in 2023 €83.3 million revenue fo
Slide 13: 2023 Financial Results
2023 Financial Results Olivier REGNARD Chief Financial Officer
Slide 14: Overview of Solocal revenue
Overview of Solocal revenue Connect1 Booster2 Websites3 TOTAL FY 2023 €98.6m €204.3m €56.8m €359.7m FY 2022 €96.9m €241.6m €61.4m €400.0m Variation +2.4% -15.4% -7.5% -10.1% Revenue impacted by the performance of booster activity including priority ranking 1 Connect = Access, Essentiel, Premium, Mar
Slide 15: Income statement
Income statement In € million 2022 2023 Variation Variation • €63.5m recurring EBITDA Total Revenue 400.0 359.7 (40.3) -10% - €(40.3)m decrease in revenue External expenses (113.1) (119.9) (6.8) -6% - €6.8m increase in external expenses Personnel expenses (171.9) (176.3) (4.4) -3% - unfavorable prod
Slide 16: €25m recurring operating free cash flow in 2023
€25m recurring operating free cash flow in 2023 In € million 2022 2023 Variation Recurring EBITDA 115.0 63.5 (51.5) • €(18,9)m negative net change in WCR Non-monetary items included in EBITDA 3.9 1.2 (2.7) Net change in working capital (34.7) (18.9) 15.8 - €10.7 million decrease in receivables worki
Slide 17: Focus on debt structure before financial restructuring
Focus on debt structure before financial restructuring In € million 2022 2023 Mini bonds RCF €19 m Gross debt 241 253 €34 m Cash (71) (56) “Prêt ATOUT” loan Bonds €7 m Net debt 170 197 €177 m Covenant EBITDA1 99 47 Others €17 m Financial Leverage 1.7x 4.2x ISCR 4.3x 1.9x • Breach of covenants as at
Slide 18: Financial Restructuring
Financial Restructuring Olivier REGNARD Chief Financial Officer
Slide 19: Main stages in financial restructuring
Main stages in financial restructuring • Initiation of discussions with financial creditors since June 2023 and opening of an ad hoc mandate • At the same time, search for strategic players which could take part in the financial restructuring • Confidentiality agreements signed with interested playe
Slide 20: Key transaction principles - Reminder
Key transaction principles - Reminder Description Impacts on Gross debt (including accrued coupons) In €m • €43m of new money injection 262 • €25m from a reserved share capital increase for Ycor • €18m capital increase with preferential subscription rights for shareholders backstopped by Ycor and so
Slide 21: Implementation – transactions description and key terms
Implementation – transactions description and key terms Amount Price Description • Rights issue backstopped by Ycor for c.€13m and by certain bondholders for Backstopped rights €5m 1 issue c.€18m €0.003 Resolutions 17, 18 • Existing shareholders may take part in the capital increase through preferen
Slide 22: Pro forma shareholding – fully diluted after exercise of warrants
Pro forma shareholding – fully diluted after exercise of warrants • Shareholding will depend on the take-up in cash by the market on the rights issue with PSR No subscription Fully subscribed Existing Market 16,7% Bondholders Shareholders Bondholders Existing 26,6% 0,4% 22,0% Shareholders 0,4% Ycor
Slide 23: A sound financial structure providing flexibility for the new strategic vision
A sound financial structure providing the flexibility needed to deploy the new strategic vision Debt Head quarter €217m 14 m€ Debt reduction Rent and charges reduction After capital increase with preferential Full-year effect, after downward revision of subscription rights, reserved capital around t
Slide 24: Indicative timetable until closing
Indicative timetable until closing 19 June • General Meeting of shareholders 4 July • Court ruling of the SFA and Homologation of the Protocole 11 July • Opening of the subscription period for the Backstopped Capital Increase - 24 July • Closing of the subscription period for the backstopped capital
Slide 25: Ycor Project
Ycor Project Maurice LEVY
Slide 26: Governance
Governance Ghislaine Mattlinger Member of the Board of Directors Chairwoman of the Audit Committee
Slide 27: Board of Directors in 2024
Board of Directors in 2024 45% of women* 55% of men* 80% of independent directors Audit Committee Governance Committee Strategy & Innovation Committee Independent director * Excluding employees representative P.27 JUNE 19, 2024 COMBINED GENERAL SHAREHOLDERS’MEETING
Slide 28: Activity of the Board of Directors in 2023
Activity of the Board of Directors in 2023 Review of financial results and financial communication Business review with the CEO and his team • 10 directors Review of the Group's restructuring process • 23 meetings in 2024 Active monitoring of financial situation and cash position • 92 % turnout Sele
Slide 29: Committee activities in 2023 (1/3)
Committee activities in 2023 (1/3) Audit Committee 3 members, 3 of whom are independent • Chaired by Ghislaine Mattlinger 94% turnout 5 meetings in 2023 ► Review of financial statements and cash flow forecasts ► Communication financière ► Revue du business plan ► Plan de contrôle interne ► Revue de
Slide 30: Committee activities in 2023 (2/3)
Committee activities in 2023 (2/3) Governance Committee 3 members, 2 of whom are independent • Chaired by Bruno Guillemet 97% turnout Permanent guest 8 meetings in 2023 Governance ► Review of matters relating to changes in corporate governance (recruitment of 3 directors and a Chief Executive Office
Slide 31: Committee activities in 2023 (3/3)
Committee activities in 2023 (3/3) Strategy & Innovation Committee 3 members, including 3 independents • Chaired by Philippe Mellier 100% turnout 2 meetings in 2023 ► Definition and review of strategic priorities ► Analysis of market evolution P.31 JUNE 19, 2024 COMBINED GENERAL SHAREHOLDERS’MEETING
Slide 32: Governance Resolutions
Governance Resolutions Resolutions 13 & 14: Renewal for 4 years of 2 mandates of the Board of Directors expiring • Marie-Christine LEVET: 13th resolution Renewal of the term of office as Director • Cédric Dugardin: 14th resolution Renewal of the term of office as Director Resolution 15: Appointment
Slide 33: Remuneration
Remuneration David AMAR Vice-Chairman of the Board of Directors Member of the Governance Committee
Slide 34: Remuneration – Say on pay ex post
REMUNERATION – SAY ON PAY « EX POST » RESOLUTION 5 : APPROVAL OF THE COMPENSATION PACKAGE PAID OR AWARDED TO PHILIPPE MELLIER CHAIRMAN OF THE BOARD OF DIRECTORS €150,000 for the 2023 financial year paid in respect of his term as Chairman of the Board Fixed remuneration of administration allocated to
Slide 35: Remunerations – Say on pay ex post
REMUNERATIONS – SAY ON PAY « EX POST » RESOLUTION 6TH : APPROVAL OF THE COMPENSATION PACKAGE PAID OR AWARDED TO HERVÉ MILCENT FOR THE PERIOD FROM JANUARY 1, 2023 UNTIL NOVEMBER 21, 2023 Fixed compensation €450,000 for the 2023 financial year, prorated over the period from January 1, 2023 to November
Slide 36: Remunerations – Say on pay ex post
REMUNERATIONS – SAY ON PAY « EX POST » RESOLUTION 7TH : APPROVAL OF THE COMPENSATION PACKAGE PAID OR AWARDED TO CÉDRIC DUGARDIN FROM THE NOVEMBER 22, 2023 TO THE DECEMBER 31, 2023 Fixed compensation €450,000 prorated from the November 22, 2023 to the December 31, 2023 €50,000 Variable compensation A
Slide 37: Remunerations – Say on pay specific
REMUNERATIONS – SAY ON PAY SPECIFIQUE RESOLUTION 8TH : APPROVAL OF THE PAYMENT OF A NON-COMPETE INDEMNITY TO THE CEO Indemnity of €225,000 • Prevent him from joining companies operating in • Departure of Mr Dugardin on the date of the same field as Solocal in France completion of the restructuring o
Slide 38: Remuneration – Say on pay ex post
REMUNERATION – SAY ON PAY «EX POST» RESOLUTION 9TH :APPROVAL OF THE INFORMATION RELATING TO THE CORPORATE OFFICERS Annual budget defined by the General Assembly in 2023 : €547,600 - Fix compensation of €37,700. - Fix compensation for each Chairman committee of €18,000 and €7,000 for each member of a
Slide 39: Remunerations – Say on pay ex ante
REMUNERATIONS – SAY ON PAY « EX ANTE » RESOLUTION 10TH : APPROVAL OF THE COMPENSATION POLICY FOR THE CHAIRMAN OF THE BOARD OF DIRECTORS Renewal without change of the 2023 policy No other remuneration, compensation or benefit in FIX COMPENSATION the event of termination of his mandate (as Chairman of
Slide 40: Remunerations – Say on pay ex ante (1/2)
REMUNERATIONS – SAY ON PAY « EX ANTE » (1/2) RESOLUTION 11TH : APPROVAL OF THE COMPENSATION POLICY FOR THE CEO €450,000 gross annual compensation payable monthly. Fixed compensation Variable compensation According to five quantitative criteria: (i)35%: EBITDA – CapEx, (ii) 20%: FCF, (iii) 20%: Cumul
Slide 41: Remunerations – Say on pay ex ante (2/2)
REMUNERATIONS – SAY ON PAY « EX ANTE » (2/2) RESOLUTION 11TH : APPROVAL OF THE COMPENSATION POLICY FOR THE CHIEF EXECUTIVE OFFICER • Healthcare and benefits plans, business expenses incurred when performing his finctions, GSC, company car Benefits in kind • Defined contribution supplementary retirem
Slide 42: Remunerations – Say on pay ex ante
REMUNERATIONS – SAY ON PAY «EX ANTE» RESOLUTION 12TH - APPROVAL OF THE COMPENSATION POLICY FOR THE DIRECTORS Renewal without change of the 2023 policy Annual envelope of €547,600 fixed by the General Assembly Equal allocation for Board €37,700 per Directors Directors meetings , Annual lump-sum remun
Slide 43: Auditor's reports
Auditor’s reports Mohamed MABROUK Partner at Auditex
Slide 44: Auditors' report on consolidated financial statements
Auditors’ report on consolidated financial statements → Clean audit opinion on the consolidated financial statements • Without qualifying the opinion expressed above, we draw your attention to the significant uncertainty relating to events or circumstances that may call Auditors report on into quest
Slide 45: Auditors' report on financial statements
Auditors’ report on financial statements → Clean audit opinion on the financial statements • Without qualifying the opinion expressed above, we draw your attention to the significant uncertainty relating to events or circumstances that may call Auditors report on into question the going concern assu
Slide 46: Auditors' report on regulated agreements
Auditors’ report on regulated agreements Auditors report on Regulated agreements → None agreement authorized during the year and submitted to the approval of the Shareholders’ Meeting (Universal Registration Document page 257) → Agreements previously approved by the Shareholders’ • Pledge of the sec
Slide 47: Other reports
Other reports → Statutory auditors' report on the capital reduction (17th resolution) • We have no matters to report on the terms and conditions of this transaction, which will reduce your Company's capital by a maximum amount of 131,828,693.346 euros, as described in the 17th resolution. Special re
Slide 48: Other reports
Other reports → Statutory auditors' reports on the capital increase with cancellation of preferential subscription rights, reserved for Noteholders (19th resolution) and on the capital increase with cancellation of preferential subscription rights, reserved for Ycor (20th resolution) Special reports
Slide 49: Other reports
Other reports → Statutory auditors' reports on the issue of share warrants with cancellation of preferential subscription rights, reserved for Ycor (23rd resolution) and on the issue of share warrants with cancellation of preferential subscription rights, reserved for the Bondholders (24th resolutio
Slide 50: Questions / Answers
Questions / Answers Ghislaine Mattlinger Member of the Board of Directors Chairwoman of the Audit Committee
Slide 51: Vote on resolutions
Vote on resolutions Anne CETTE Secretary of the Board
Slide 52: Closing
Closing Ghislaine Mattlinger Member of the Board of Directors Chairwoman of the Audit Committee
Slide 53: Disclaimer
Disclaimer This document contains forward-looking statements. These are not forecasts within the meaning of Delegated Commission Regulation (EU) 2019/980, and relate to future expectations, beliefs, projections, plans and strategies, anticipated events or trends and similar expressions concerning ma