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LISI 2011 —
95
— financial report
Information regarding the Company and corporate governance
So as to be able to benefit from the tax break as regards Solidarity
Tax on Wealth, the Compagnie Industrielle de Delle, Mr. Gilles Kohler,
Mr. Jean-Philippe Kohler and Mr. Emmanuel Viellard have individually
made a commitment to keep their shares in LISI S.A. for a period of four
years, on the expiry of the two-year retention period stipulated in the
collective commitment.
“Jacob” agreement (article 787 B of the General Tax Code) regarding
LISI S.A. securities
Under Article 787 B of the General Tax Code (“CGI”), a commitment
to retain shares was subscribed from December 17, 2010 for a period
of two years and one day by Compagnie Industrielle de Delle (“CID”),
Mr. Gilles Kohler, Mr. Jean-Philippe Kohler and Mr. Emmanuel Viellard.
This commitment involves 5,929,125 shares and 11,857,849 LISI S.A.
voting rights, broken down as follows:
So as to be able to benefit from the tax break as regards inheritance
and gift tax, the Compagnie Industrielle de Delle, Mr. Gilles Kohler,
Mr. Jean-Philippe Kohler and Mr. Emmanuel Viellard have individually
made a commitment to keep their shares in LISI S.A. for a period of four
years. At the end of the two-year retention period, the commitment
will be tacitly renewable by periods of one year, year-on-year, as
stipulated in the collective commitment.
On the date of this document, these commitments made under article
885 I bis and article 787 B of the General Tax Code have been kept.
It is also stated that interests held in CIKO CID, stand at 47,979 shares
out of a total of 159,495 at December 31, 2011.
1.3.2 LISI S.A. shareholding
The last TPI analysis ("Identifiable bearer security") identified
2,343 shareholders on the floating capital, which accounted for
approximately 32% of the total number of shares. At that date, the
breakdown was as follows:
– French institutional investors: 137 holding 11.7% of the capital
stock,
– International institutional investors: 111 holding 15.7% of capital,
– French and international individual shareholders: 2,095 holding
2.6% of capital.
1.3.3 LISI S.A. treasury shares
As at December 31, 2011, LISI S.A. held 378,804 of its own shares, or
3.5% of share capital. No shares were cancelled.
1.4
Relationship between the company
and its subsidiaries
LISI S.A. operates as a holding and support company for its subsidiaries.
It manages its portfolio of interests, the funding of its operations and
those of its subsidiaries, as well as exchange rate, interest rate and
liquidity risks. If necessary, it can also grant loans to its subsidiaries and
centralize the group’s cash flow surpluses, within the scope of a cash
management agreement. These operations are charged at the market
price plus a margin.
In France, LISI S.A. is the parent company of a group consolidated
for fiscal purposes. In accordance with the express provisions of the
Fiscal Consolidation Agreement, tax credit is retained by the parent
company, and companies are not entitled to compensation should
they leave the consolidation perimeter.
LISI S.A. offers its subsidiaries a number of services and skills relating
to central functions, such as legal and fiscal support, financial
support, management controls, procedures and audits, insurance
management and assistance with human resources, health, safety,
and environmental matters. The three divisions pay LISI S.A. a normal
level of compensation for these services, based on the operating
expenses incurred for the period, multiplied by a coefficient; these
charge-backs are broken down proportionally to each division’s added
value.
Shares
% capital
Voting rights
% voting rights
CID
5,928,724
55.00%
11,857,448
69.60%
Mr. Gilles Kohler
200
0.00%
200
0.00%
Mr. Jean-Philippe Kohler
1
0.00%
1
0.00%
Mr. Emmanuel Viellard
200
0.00%
200
0.00%
Total
5,929,125
55.00%
11,857,849
69.60%