RECYLEX 2018
This 2018 Annual Financial Report is a non-official translation into English of the Rapport Financier Annuel 2018 issued in French language and is provided solely for the convenience of English-speaking users. This report should be read in conjunction with and construed in accordance with French law.
ANNUAL FINANCIAL REPORT 2018
(In accordance with Article L. 451-1-2 I of the French Monetary and Financial Code and Article 222-3 et seq. of the AMF's
General Regulation)
TABLE OF CONTENTS
Market conditions and Group's business activities during FY 2018.............................................................................. 5
1.2.
Other key developments and major events ........................................................................................................................ 8
1.3.
Group results ............................................................................................................................................................................ 14
1.4.
Material post-balance sheet events .................................................................................................................................... 16
1.5.
Expected developments and outlook ................................................................................................................................ 23
1.6.
Research & Development ...................................................................................................................................................... 24
1.7.
Description and management of the main risks and uncertainties facing the Group ........................................... 24
1.8.
Recylex Group's extra-financial performance statement .............................................................................................. 26
2.
RECYLEX SA ..................................................................................................................................................................... 45
2.1.
Situation and activities of Recylex S.A ................................................................................................................................ 45
2.2.
Key developments and major events concerning Recylex S.A ..................................................................................... 46
2.3.
Results and financial position of Recylex S.A . .................................................................................................................. 46
2.4.
Description of the main risks and uncertainties to which Recylex S.A. is exposed ................................................. 48
2.5.
Significant post-balance sheet events ............................................................................................................................... 48
2.6.
Recylex S.A.'s outlook and prospects ................................................................................................................................. 48
2.7.
Acquisitions of equity investments and controlling stakes - existing branches ..................................................... 48
2.8.
Information regarding Recylex S.A.'s share capital ......................................................................................................... 48
2.9.
Corporate governance ........................................................................................................................................................... 50
2.10.
Share capital, other equity instruments, results and other information for the past five financial years ......... 75
REPORT BY ONE OF THE STATUTORY AUDITORS, APPOINTED AS INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED HUMAN RESOURCES, ENVIRONMENTAL AND SOCIAL INFORMATION INCLUDED IN THE MANAGEMENT REPORT ......................................... 76
CONSOLIDATED FINANCIAL STATEMENTS AT DECEMBER 31, 2018 ......................................................................................................... 79
STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS ...................................................................... 153
PARENT COMPANY FINANCIAL STATEMENTS AT DECEMBER 31, 2018 ................................................................................................. 156
STATUTORY AUDITORS' REPORT ON THE FINANCIAL STATEMENTS .................................................................................................... 181
DRAFT RESOLUTIONS SUBMITTED TO THE COMBINED GENERAL MEETING OF JULY 29, 2020 ....................................................... 184
REPORT OF THE BOARD OF DIRECTORS TO THE COMBINED GENERAL MEETING OF 29 JULY 2020 ON DRAFT RESOLUTIONS . 189
SPECIAL REPORT OF THE BOARD OF DIRECTORS ON TRANSACTIONS MADE UNDER THE PROVISIONS OF ARTICLES L.225-177 TO
L. 225-186 OF THE FRENCH COMMERCIAL CODE (STOCK OPTIONS) .................................................................................................... 194
SPECIAL REPORT OF THE BOARD OF DIRECTORS ON TRANSACTIONS MADE UNDER THE PROVISIONS OF ARTICLES L.225-197-1
TO L. 225-197-3 OF THE FRENCH COMMERCIAL CODE (FREE SHARE ALLOCATIONS) ........................................................................ 196
STATUTORY AUDITORS' SPECIAL REPORT ON REGULATED AGREEMENTS AND COMMITMENTS .................................................... 197
RESPONSIBILITY STATEMENT FOR THE ANNUAL FINANCIAL REPORT
I hereby certify that to the best of my knowledge the financial statements have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of operation of Recylex S.A. and the companies included in the consolidation taken as a whole, and that the accompanying management report includes a fair review of the development and performance of the business, and the financial position of Recylex S.A. and the companies included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face.
Sebastian RUDOW
Chairman and Chief Executive Officer
MANAGEMENT REPORT OF THE BOARD OF DIRECTORS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2018
The shareholders of Recylex S.A. (hereinafter, the "Company" or "Recylex S.A.") have been convened to a Combined Shareholders' Meeting to hear the report on the activities of Recylex S.A. and its subsidiaries in the financial year to December 31, 2018 and to consider for approval the annual parent company and consolidated financial statements for that period.
The Statutory Auditors will present in their reports all the necessary information concerning the accuracy and fair presentation of the parent company and consolidated financial statements for that period.
In accordance with Article L. 225-37 of the French Commercial Code, Recylex S.A. reports in a specific section of this Report on information relating to corporate governance for financial year 2018 (section 2.9 of this Report).
Unless specifically stated otherwise, the Group's scope of consolidation as described in this Report is that which existed in financial year 2018, the reference period for the consolidated and corporate financial statements covered by this Report. In particular, this report does not take into account the impact of the deconsolidation of the various entities of the German sub-group in May 2020 following the placing of these entities under the protection of the German bankruptcy law.
1. THE RECYLEX GROUP
In this report, except where otherwise stated, the "Group" shall mean Recylex S.A. and those companies consolidated by it as defined in Article L. 233-16 of the Commercial Code.
The Recylex Group conducts its activities across eleven production sites in France and Germany and is a key player in the circular economy in Europe. Its main activities play a key role in exploiting the urban mine:
Recycling of lead, mainly from scrap car and industrial batteries
Recycling of zinc from electric arc furnace dust and from zinc scrap
Recycling of plastic (polypropylene) from used battery casings and other industrial waste such as car parts and construction waste
Production of high-purity special metals used primarily in the electronics sector, the optical industry and cutting-edge technologies
The Recylex Group was created in 1988 through the merger of the non-ferrous metals division of German company Preussag AG (now TUI AG) and French company Société Minière et Métallurgique de Peñarroya SA.
The Recylex S.A. parent company, whose registered and administrative offices are located in France, conducts two activities. It provides corporate services and operates a business processing scrap lead-acid batteries at two sites in France located at Escaudœuvres (Hauts de France region) and at Villefranche-sur-Saône (Auvergne-Rhône-Alpes region). Recylex S.A. is listed on Euronext Paris (ISIN: FR0000120388 - ticker: RX) and does not have any branch offices.
The scope of the Group's activities as described above has been deeply impacted by the post-closing events described in paragraph 1.4 "Significant events since the end of the financial year" below.
1.1. Market conditions and Group's business activities during FY 2018
o Metal prices in euros and €/$ exchange rates
(€ per tonne) | 2018 average | 2017 average | Change (%) |
Lead price | 1,895 | 2,052 | -8% |
Zinc price | 2,468 | 2,561 | -4% |
Source: London Metal Exchange 2019.
In 2018, the average lead price in euros fell by 8% relative to 2017, to reach €1,895. This decline was concentrated mainly in the second half of FY 2018, with the lead price dropping from an average of €2,029 in the first half of 2018 to an average of €1,765 in the second half. The average lead price stated in US dollars fell 3% in FY 2018 relative to FY 2017.
The average FY 2018 zinc price stated in euros was 4% lower than in FY 2017. This decline was concentrated mainly in the second half of FY 2018, with the zinc price dropping from an average of €2,699 in the first half of 2018 to an average of €2,244 in the second half. The average zinc price stated in US dollars rose 1% between FY 2017 and FY 2018.
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Recylex SA published this content on 18 June 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 June 2020 15:08:06 UTC
