Ol Groupe Urd1920 en Vdef
Ol Groupe Urd1920 en Vdef
2019 I 2020
OLYMPIQUE LYONNAIS 2018/19 DESIGN: Actus, Zebrand
PHOTO CREDITS: S. Guiochon – Le Progrès / G. Bailly / L. Dakhly / Damien LG / Paul Thouvenin / Chuck Burton - AP - SIPA
© Populous - Intens Cité Groupe AIA / Buffi
ENGLISH TEXT: Trafine SARL
XXII • ASVEL
XXIV • EVENTS
XXVI • O L V A L L E Y - A R E N A P R O J E C T
XXX • CSR
MEN’S TEAM
1987 Promoted back to the 1st division
FULL ENTERTAINMENT
JANUARY 2016 Groupama Stadium inauguration
FY 2019/20 REVENUE
Growth in the Group's businesses, which reached a record level during the first nine months of the financial year (up 19%), was suddenly
halted by Covid-19 pandemic in mid-March 2020 when all lines of business (except e-commerce) were put on hold.
€271.6 MILLION
TOTAL REVENUE*
€45.9 €-18.4
I.E.
€230.1 MILLION
EQUITY
€368.6 MILLION
€295.2 MILLION
PROPERTY, PLANT AND EQUIPMENT DEBT NET OF CASH
€703.2 MILLION
517
AVERAGE NUMBER OF EMPLOYEES
TOTAL ASSETS
(1)
NEW METHOD OF ACCOUNTING FOR PLAYER TRANSFERS AND CREATION OF AN ALTERNATIVE PERFORMANCE INDICATOR (API)
On 16 June 2020, IFRIC (the IFRS Interpretations Committee) published a decision concluding that proceeds from player transfers could no longer be recognised as revenue and that only the net gain or loss on the
sale of player registrations should be recognised on a separate line of the income statement. For Olympique Lyonnais, player training and trading have always been an integral part of the Group’s business model.
As proceeds from the sale of player registrations have been a recurrent, fully-fledged business activity in the strategic plan, these amounts had previously been recognised as revenue. The Group decided to create
an Alternative Performance Indicator (API) as of 30 June 2020 called “Total revenue” to track its overall business activity and how well it delivers on its strategic plan. This indicator will correspond to the previous
definition of “Total revenue”, i.e. revenue excluding trading plus proceeds from the sale of player registrations.
This change in the method of accounting for player trading will have no impact on EBITDA or on consolidated operating profit.
FOOTBALL
MEN’S TEAM WOMEN’S TEAM OL ACADEMY
B2B
B2C
MAJOR EVENTS
FELYN FESTIVAL / CONCERTS /
SPORTS EVENTS MERCHANDISING B2C TICKETING
TOURNAMENTS, ETC.
MEDIAS
ONLINE CHANNELS
MONETISATION - OLTV LIGUE 1 MEDIA UEFA MEDIA
SOCIAL MEDIA RIGHTS RIGHTS
MOBILE APPLICATION
SPORTAINMENT
>150,000
SPECTATORS
27,000
POSTPONEMENTS CANCELLATIONS
• 1 edition of the Felyn festival (rescheduled from 19-20 June 2020 to
st
• Monster Jam (27 June 2020)
18-19 June 2021) • Paul McCartney (7 June 2020)
• P rivate concert for Groupama (postponed from 5 June 2020 until • Seminars business shut down in
2020/21 or 2021/22) mid-March
• Cirque du Soleil (19 March-26 April 2020 to March or October 2021) • France / Sweden
• Rammstein concert (9-10 July 2020 to 9-10 July 2021) (15 November 2020)
STADIUM AWARDS
1ST STADIUM TO OBTAIN THE TRIPADVISOR CERTIFICATE OF EXCELLENCE FOR 2017, ONLY LYON AWARD FOR TOURISM IN THE
“QUALITÉ TOURISME” LABEL 2018, 2019, 2020 LEISURE AND ENTERTAINMENT CATEGORY
This tourism accreditation is awarded by the AWARDED FOR THE QUALITY OF STADIUM TOURS This prize was awarded to Groupama
French ministry for the economy and finance This accolade is presented to approximately 10% Stadium in December 2018 for its entire
for five years following an independent audit of all businesses listed on TripAdvisor that have offering (stadium tours, the OL Museum
evaluating 270 stadium-related tourism criteria. achieved great reviews over the past year. There is no and the Offside Gallery)
application process for the Certificate of Excellence,
JULY 2018 which is earned for consistently high ratings.
NO. 1
The sport attracting The MOST WIDELY
the BIGGEST AUDIENCES FOLLOWED sport The biggest sport in France in terms of
the NUMBER OF SPECTATORS
8.7m 45.3%
viewers on average watched the of people in France enjoy watching 6,437,000
2018 World Cup on TF1 football on TV football fans went to see a live match
47%
of football fans regularly watch OL matches
17% all or almost all the time
30% fairly regularly
30% from time to time
Source: © 2020 Ipsos - Image survey of French professional football clubs - 2019-2020 edition – February 2020
23 consecutive seasons
in European competition
18 Top-three finishes in the
French Ligue 1 championship from
21 consecutive top 5 finishes
in Ligue 1 from 1998/99 until 2018/19
1997/98 onwards
STAFF SPONSORS:
PRESTIGIOUS INTERNATIONAL BRANDS
RUDY GARCIA JUNINHO 4th best airline World’s no. France’s eighth-ranked generalist insurer
Coach Sporting Director worldwide 2-ranked sports No. 1 individual health insurer
(Skytrax rankings) equipment supplier
SEMI-FINAL
23 CONSECUTIVE QUALIFICATIONS FOR A
EUROPEAN COMPETITION
7TH
SEMI-FINAL
FINALIST
16 QUALIFICATIONS
FOR THE CHAMPIONS LEAGUE
(FROM 2000/01 TO 2011/12, 2015/16, 2016/17, 2018/19,
2019/20)
2 APPEARANCES IN THE
SEMI-FINAL OF THE CHAMPIONS LEAGUE
(2009/10, 2019/20)
11 APPEARANCES IN
THE
ROUND OF 16 OF THE CHAMPIONS LEAGUE
(FROM 2003/04 TO 2011/12, 2018/19, 2019/20)
2 APPEARANCES IN
THE EUROPA LEAGUE QUARTER-FINAL
(1999, 2014)
1 APPEARANCE IN
THE EUROPA LEAGUE SEMI-FINAL
(2017)
2017 2020 2017 2020 2017 2020 2017 2020 2017 2020 2017 2020
REPUTATION AMONG FOOTBALL FANS INTEREST AMONG THOSE WHO KNOW THE COMPETITION
(regarded in a positive light) (holds their attention, is important)
*Barosport
30,611 35,688
SPECTATORS IN 2019 SPECTATORS AT THE
WOMEN’S CHAMPIONS
almost
LEAGUE SEMI-FINAL
160,000 FANS COMBINED FOR THE SEMI-FINALS
AND THE FINAL OF THE WOMEN’S WORLD CUP IN 2018
ACCOLADES / REPUTATION
PRESTIGIOUS
SPONSORS ADIDAS MASTERCARD
World’s no. 2-ranked World payment card giant with over
sports equipment supplier 2 billion cards in circulation in 2018
Coach
JEAN-LUC VASSEUR
2 1 3
IN THE EUROPEAN TOP FOUR FOR THE LAST EIGHT YEARS (2012 TO 2019)
*Europe: Number of players trained for three or more years, between the ages of 15 and 21, at an academy club and now playing in one of the top five European championships (Spain, Germany, England, France, Italy)
Ranking of other French clubs: PSG 7th, Monaco 9th, Rennes 14th, Toulouse 21st. Source: CIES Football Observatory – October 2019
FRANCE
TRAINING ACADEMY RANKINGS
2013 2014 2015 2016 2017 2018 2019 2020
TOP OF THE LIGUE 1 CLUB LICENCE RANKINGS FOR THE PAST FOUR YEARS
2016/17 2017/18 2018/19 2019/20
2 1 3
9,563 PTS 9,862 PTS 9,497 PTS
Ranking criteria: stadium infrastructure, safety, training academy, employee structure
Source: LFP - September 2019 (no 2020/21 rankings - Covid-19).
ACADEMY
BRAZIL
PARTNERS
PELÉ ACADEMIA
MOROCCO
FUS RABAT
PARTNERS
LEBANON
ATHLETICO SC
PARTNERS
PORTUGAL
SC FARENSE
DIGITAL COMMUNICATIONS
IN FOUR LANGUAGES
FRENCH - ENGLISH -
PORTUGUESE - CHINESE
TONY PARKER
OL AMBASSADOR
IN THE US AND IN CHINA
BEIJING OL FC
PARTNERS
JOINT VENTURE
VIETNAM
HO CHI MINH CITY FC
• OL PARTNERS
WITH ASVEL
OBJECTIVES
• HIGH-PRESTIGE EUROLEAGUE MATCHES TO BE PLAYED AT THE OL ARENA
2015/16
INAUGURATION FOLLOWED BY A WILL.I.AM CONCERT
CHRISTOPHE MAÉ SHOWCASE
(UWCL QUARTER-FINAL)
EUROPEAN RUGBY CHAMPIONS CUP FINAL
EUROPEAN RUGBY CHALLENGE CUP FINAL
5 UEFA EURO 2016 MATCHES
2016/17
UEFA EURO 2016 SEMI-FINAL
RIHANNA
COUPE DE LA LIGUE FINAL
WINTER GAME
MONSTER JAM
COLDPLAY
2017/18
CÉLINE DION
FRANCE / ALL BLACKS
(AUTUMN TOUR)
UEFA EUROPA LEAGUE FINAL
2 TOP 14 RUGBY SEMI-FINALS
FRANCE / US FRIENDLY
MONSTER JAM
2018/19
ED SHEERAN (3 DATES)
PHIL COLLINS
STARS 80
ROUND OF 16 OF THE COUPE DE FRANCE
(VILLEFRANCHE/PSG)
2019/20
TWO WOMEN’S WORLD CUP
SEMI-FINALS AND FINAL
RAMMSTEIN CONCERT
9 AND 10 JULY 2021 (2021/22)
2017/18
GROUPAMA
STADIUM
MATCH DAY EXPERIENCE
1.4 MILLION Matches, store, stadium tour,
street art, brasserie, OL Museum
INAUGURATION OF
THE OL MUSEUM
OPENING OF THE KOPSTER
HOTEL
INAUGURATION OF THE
OFFSIDE GALLERY
VISITORS
P.A. 2017/18 28 MAY 2018 1 OCT. 2018 6 OCT. 2018
JULY 2019 SEPT. 2019 SEPT. 2019 OCT. 2019 NOV. 2020
OL VALLEY
OBJECTIVE FOR
2024
CLOSE TO
MULTI-ACTIVITY
4 MILLION
LE STADIUM
LEISURE & ENTERTAINMENT OFFICE DEVELOPMENT ALL IN TENNIS ACADEMY NEW ARENA
COMPLEX (approximately 7,000 sq.m.)
OL-operated 5-a-side VISITORS
PER YEAR
FEB. 2021 APRIL 2022 2022/23 H2 2023
* Provided that the relevant permits currently being applied for are awarded
STAFF OBJECTIVE
FARID BENSTITI
HEAD COACH SHARING OF STAFF
(PREVIOUSLY HEAD COACH OF OL WOMEN’S TEAM BETWEEN THE TEAMS
FROM 2004 TO 2010)
GÉRARD HOULLIER GLOBAL PARTNERS
TECHNICAL DIRECTOR TO BE AGREED FOR BOTH WOMEN’S TEAMS
OF OL’S AND OL REIGN’S WOMEN’S TEAMS
TEAM ESPORT
TEAM ESPORT LDLC
LDLC OL
OL
• RAPIDLY EXPANDING MARKET
• PARTNERSHIP WITH LDLC
+ >
• EXPANSION OF COMMERCIAL
SPONSORSHIP DEALS
Over 2,300 recruitments completed and 75 job events held since October 2016
eRHgo: a trial OL Foundation initiative that became a fully-fledged company in July 2019,
based on an analytical work tool bridging the gap between the business world and job seekers
as part of efforts to combat discrimination
Plan to build a photovoltaic facility on one of Groupama Stadium’s outside car parks, with a
view to using 10% of production internally and injecting the rest into the grid
Right-of-use assets: €9.4 million (€3.1 million in lease reclassifications and €6.2 million under IFRS 16)
Lease liabilities: €10 million (€3.6 million in lease reclassifications and €6.4 million under IFRS 16)
(3)
incl. €6.9 million in leases
6,0 €
5,0 € 28/06/19
€3.30
4,0 €
3,0 €
2,0 €
30/09/20
1,0 € €2.02
-€
9
19
19
19
20
/20
/20
20
/20
/20
6/1
8/1
9/1
0/1
/2
4/2
07/
11/
12/
01/
02/
07/
03
05
06
08
09
0
0
0
0
28/
28/
28/
28/
28/
28/
28/
28/
28/
28/
28/
28/
28/
28/
28/
28/
* Index calculated by OL based on the STOXX Europe Football index discontinued from late August 2020
Source: Kepler 14 September 2020
(1) As of 31 August 2020, the Aulas family held 100% of the shares and voting rights of Holnest
CONTENTS
2
4
1. RESPONSIBILITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 6. ORGANISATIONAL STRUCTURE . . . . . . . . . . . . . . . 47
1.1 Name and function of person responsible for the 6.1 Organisation chart as of 30 September 2020 . . . . . 47 5
Universal Registration Document . . . . . . . . . . . . . . . 7 6.2 Description of the principal operating
1.2 Statement of responsibility for the Universal subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Registration Document . . . . . . . . . . . . . . . . . . . . . . . . 7 6
6.3 Properties and facilities . . . . . . . . . . . . . . . . . . . . . . 49
7
2. STATUTORY AUDITORS . . . . . . . . . . . . . . . . . . . . . . . 9
7. FINANCIAL POSITION AND EARNINGS . . . . . . . . . 51
2.1 Names and addresses of the principal Statutory
7.1 Financial position and business of the Company
Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 8
during the year ended 30 June 2020 . . . . . . . . . . . . 51
2.2 Names and addresses of the alternate Statutory
7.2 Operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.3 Activities and results of controlled subsidiaries 9
and companies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
3. RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 10
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 3
CONTENTS
15.3 E
mployee ownership of the Company's Note 11: Risk management policies . . . . . . . . . . . . . . . . . . . . . 144
share capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 98 Note 12: Events subsequent to closing . . . . . . . . . . . . . . . . . . 147
15.4 Special report on bonus share grants . . . . . . . . . . 98 Note 13: Statutory Auditors' fees . . . . . . . . . . . . . . . . . . . . . . . 148
2
18.4 V
erification of the consolidated and
separate historical financial information
– Reports of the Statutory Auditors . . . . . . . . . . . 162
3
18.5 Date of the most recent financial information . . 168
18.6 Interim financial information and other . . . . . . . 168
18.7 Dividend distribution policy . . . . . . . . . . . . . . . . . 168 4
21.1 L
ocation where documents may be
consulted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 183 11
21.2 Information policy . . . . . . . . . . . . . . . . . . . . . . . . . 183
12
22. CROSS-REFERENCE INDICES . . . . . . . . . . . . . . . 185
13
14
15
16
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 5
6 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
1. RESPONSIBILITY 1
1. RESPONSIBILITY
2
Jean-Michel Aulas
6
Chairman and Chief Executive Officer
15
Décines, 26 October 2020
16
Jean-Michel Aulas
Chairman and Chief Executive Officer
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 7
8 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
2. STATUTORY AUDITORS 1
2. STATUTORY AUDITORS
2
2.1 NAMES AND ADDRESSES OF THE PRINCIPAL 2.2 ALTERNATE STATUTORY AUDITORS
STATUTORY AUDITORS 5
Ms Valérie Malnoy
Cogeparc 149, boulevard Stalingrad
69100 Villeurbanne (France) 6
12, quai du Commerce
69009 Lyon (France) Date of first appointment:
Shareholders' Meeting of 15 December 2004.
Date of first appointment: 7
Shareholders' Meeting of 22 May 2000. Date term expires:
Shareholders' Meeting called to approve the financial
Date term expires:
statements for the 2021/22 financial year.
Shareholders' Meeting called to approve the financial 8
statements for the 2022/23 financial year.
Signatory: Mr Stéphane Michoud.
9
Cogeparc belongs to PKF International, a network of
independent accounting and auditing firms. Cogeparc is
a member of the Conseillance professional association. 10
Orfis 11
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 9
10 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
3. RISK FACTORS 1
3. RISK FACTORS
2
4
If one of the risks described herein should materialise, Below is a non-exhaustive list of risks identified so far:
it could have a significant adverse impact on the Group's • The Ligue 1 season could be ended prematurely. This
strategy, activities, outlook, financial position and results. 5
could prompt broadcasters to withhold payment of media
rights to the LFP, which would have an unfavourable
The Company has carried out a review of specific risks impact on clubs’ media rights revenue. It could also poten- 6
that could have a significant adverse effect on its activities, tially deprive them of revenue deriving from a higher final
financial position or results (or on its ability to achieve its league position and prevent them from participating in a
objectives). The categories of significant, Group-specific European cup competition the following year. 7
risks are presented in this Chapter, in order of importance,
• Certain sponsorship contracts might also be renegoti-
determined on the basis of their negative impact on the
ated to reflect the fact that the stadium might be unavail-
Group and the probability of their occurrence. 8
able for a certain period, that the season might be ended
early or that the number of spectators allowed in the
Investors are nevertheless reminded that other risks not
stadium might be reduced. 9
specific to the Group, either unknown or not taken into
account at the time this Universal Registration Document • Matches could be held with no spectators present or
was filed, may exist and could have a significant adverse with a limited number of spectators, which would cause
10
impact on the Group, its activities, financial position, a significant decline in the Club’s ticketing and Events
results or future outlook. revenue.
• As a result of the crisis, the uncertainty and the signif- 11
icant revenue declines the clubs in the major European
leagues are suffering, the European transfer market could
shrink, with respect both to the number of transfers and 12
3.1 RISKS RELATED TO THE COVID-19 PANDEMIC their value.
13
Since March 2020, when the World Health Organisation
declared the Covid-19 epidemic to be a pandemic,
OL Groupe has been confronted with an unprecedented
14
public health and economic situation. Management 3.2 RISKS RELATED TO THE COMPANY'S BUSINESS
has implemented the measures necessary to ensure
service continuity. It is maintaining the activities that
• Risks related to the impact of on-pitch results 15
can be maintained, while adhering to public health and
safety rules intended to protect employees, customers, on the Group
suppliers, partners and the users of the stadium and the A large proportion of the Group's revenue (notably 16
rest of the Group’s infrastructure. media and marketing rights, ticketing) depends directly
or indirectly on the on-pitch performance of Olympique
17
OL Groupe has implemented tools for tracking the actual Lyonnais, and the Group's financial performance is contin-
and potential consequences of the crisis on its activities. gent upon the Club's success. This is because the amount
As of the date of this URD, the Group’s activities have been of media and marketing rights (presented in the following
18
and continue to be impacted by the Covid-19 pandemic, section) is largely determined by the Club's match results,
the development of which is uncertain. In particular, the and particularly by whether it remains in Ligue 1 and
Events business and other activities that bring together participates in European competitions. The Group is 19
large numbers of people may be affected for a longer unable to guarantee the consistency of such performance
period of time than other businesses. Nevertheless, the in future years. This performance is uncertain by nature,
Group remains confident in its ability to adapt and in and depends on many factors over which the Group has 20
the resilience of its principal businesses. The known or limited control, such as player unavailability due to injury,
forecast effects of the Covid-19 pandemic are detailed disqualification or suspension, or repeated poor perfor-
21
in Chapter 7 of this URD, by type of business or revenue. mance. Failure to qualify for a European competition or
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 11
3. RISK FACTORS
relegation to Ligue 2, the second division of France's the competition, and (ii) a variable component based on
football league, would have a significant impact on the the country's market share of total European rights. Half
media and marketing rights earned by the Club and its of the variable component is paid out to the qualifying
reputation. As a result, a downturn in the Club's results French clubs according to their previous season's French
on the pitch could have a significant adverse effect on the Ligue 1 rankings and the number of French clubs that
Club's revenue and reputation. took part. The other half is distributed according to the
number of matches the French clubs play in the competi-
tion. Distribution of the proceeds from the centralised sale
of media and marketing rights therefore depends upon
• Risk of dependence on revenue from media many factors over which the Group has only limited control
and marketing rights and uncertainty surrounding and changes in these could adversely affect the Group.
the future amount of such rights Despite the Group's strategy of diversifying its business,
Media and marketing rights are one of the Group's main a reduction in proceeds from the centralised sale of media
sources of revenue. In the financial year ended 30 June and marketing rights would have a significant adverse on
2020, they generated revenue of €97.6 million, including the Club's funding and financial position. An early end to
€33.0 million paid by the Ligue de Football Professionnel a European competition could have a negative impact on
(LFP) and the Fédération Française de Football (FFF) revenue. Concerning Olympique Lyonnais, the suspension
and €64.7 million from the Union of European Football of the Champions League in mid-March 2020 led to the
Associations (UEFA). This €97.6 million represented close Club recognising 50% of the revenue from the Champions
to 36% of total revenue in the financial year ended 30 June League round of 16 in the 2019/20 financial year (only the
2020 (vs €122.0 million, or 40% of total revenue in the year first leg was played during the period; the second leg was
ended 30 June 2019). A substantial portion of revenue played in August 2020).
derives from the centralised sale of media and marketing
rights, which are divided up between the French Ligue 1
clubs as described below. LFP media and marketing rights
include both fixed and variable components. The fixed
• Risks of dependence, cancellation
component is 50% of total media and marketing rights and and non-renewal of sports sponsorship
is distributed equally among all Ligue 1 clubs. The variable agreements
portion is distributed to the clubs based on performance Several of the Group's entities have signed sports
and media profile. The LFP could decide to introduce new sponsorship agreements with major companies such as
distribution arrangements unfavourable to Ligue 1 clubs. adidas, Groupama and others. Revenue from sponsoring
An early end to the Ligue 1 season could prompt broad- and advertising makes up a significant portion of overall
casters not to pay media rights to the LFP, which would revenue, which totalled €27.2 million in 2019/20, or 10%
have an unfavourable impact on clubs’ media rights of total revenue (€31.3 million or 10% of total revenue in
revenue. It could also be unfavourable to a club by poten- 2018/19).
tially depriving it of revenue deriving from a higher final
league position and preventing it from participating in a
Sports partnership agreements are signed for a specific
European cup competition the following year.
period, and there is a risk that they may be renegotiated
In October 2020, as a result of the Covid-19 crisis, or not renewed when they expire. Certain contracts also
Mediapro, the main broadcaster of the French Ligue 1 contain early termination clauses. In addition, certain
championship, announced its intention to renegotiate its contracts may provide for a variable component linked
broadcast agreements for the 2020-24 period. The second to the Club's on-pitch performance, which is by nature
payment due to be made by Mediapro to LFP for the unpredictable and thus subject to ups and downs. As a
2020/21 season has not been received. The LFP’s General result of the public health crisis, certain sponsorship
Meeting on 19 October 2020 approved a €112 million
contracts were renegotiated to reflect the period during
borrowing to cover the shortfall arising from Mediapro’s
which the stadium was unavailability and the early end to
failure to make the October 2020 payment. Mediapro’s
the Ligue 1 season.
current position and any changes thereto could have a
negative impact on clubs’ media rights revenue.
UEFA media and marketing rights include (i) a fixed
component comprising a participation bonus, match and
performance bonuses, and bonuses based on progress in
2
• Risks related to player transfers European transfer market risks a significant downsizing,
with respect both to the number of transfers and their
The player trading policy forms an integral part of the
value.
Group's ordinary business activities. As the market is 3
international, competition from foreign clubs, in particular
English clubs, might attract younger players graduating
4
from the OL Academy, requiring the Group to adjust its • Risks related to the loss of a key player's licence
policies for training and transferring players. Variations
The value of Olympique Lyonnais' players makes up a
in revenue and capital gains from player trading could
significant portion of the Group's assets. As of 30 June 5
significantly affect profit from ordinary activities, as
2020, net player registration assets totalled €179.2 million
their regularity and recurrence cannot be guaranteed.
(€89.5 million as of 30 June 2019). A player may lose his
Personnel costs and amortisation of player registrations 6
licence due to a serious injury. Apart from the on-pitch
on the income statement could also indirectly affect profit
difficulties this could cause for the Club, the loss of a
from ordinary activities. Moreover, if European clubs’
player's licence could lead both to a substantial reduction 7
financial position were to deteriorate significantly, that
in the value of the Group's assets and to a significant
could affect the player trading market.
increase in the cost of replacing him, given the context of
Transfer fees generally make up a significant portion of rising values and transfer fees for well-known players. The 8
Olympique Lyonnais' revenue. Transfer proceeds over Club has arranged an insurance policy to cover the risk of
the last five years (2015/16 - 2019/20) have averaged the loss of licence by its leading players, except for the risk
€82.8 million per year. 9
of a loss of licence for disciplinary reasons.
Revenue from the sale of player registrations totalled
€90.9 million, or 33% of total revenue in the financial year 10
ended 30 June 2020 (€88.2 million, or 29% of total revenue
in the year ended 30 June 2019).
• Risks related to operation of Groupama Stadium
and safety at Groupama Stadium 11
Fewer and fewer payments for sales of player registra- The main revenue sources from operation of Groupama
tions carry financial guarantees. Even so, the debtor Stadium are matchday income (general admission and
12
Club runs the risk of UEFA sanctions should it default on VIP ticketing, matchday merchandising revenue, catering
payments due. What's more, the English Football League commission), sponsorship revenue from marketing
authorities have introduced a mechanism in the United visibility inside the Groupama Stadium (including naming
13
Kingdom allowing the receivable to be recovered through rights income), revenue from holding concerts, various
the retention of media rights when the debtor is a Premier sporting events (rugby matches, international football
League club. OL Groupe has not experienced any unpaid matches, etc.) and B2B seminars and corporate events. 14
amounts for the past five financial years. Nonetheless, A less favourable overall business performance could have
the Group still remains exposed to counterparty risk. In a negative impact on some of these revenue sources. This
15
the event of an unsecured, staggered transfer fee, default could in turn have a significant unfavourable impact on the
by the debtor club and non-payment of the transfer fee to Group’s earnings and financial condition.
Olympique Lyonnais or, more generally, financial problems Olympique Lyonnais' home games are attended by very 16
among the main European football clubs, there could large numbers of spectators throughout the season. As a
be a significant adverse impact on the Group's strategy, result, the Club is exposed to the risk of an accident, an
activities, outlook, financial position and results. incident of racism, hooliganism or a terrorist act within 17
extended until 5 October 2020. As a result of the crisis, in particular could also damage the Club's image, despite
the uncertainty and the significant revenue declines the measures put in place by the Club to prevent them. The
21
clubs in the major European leagues are suffering, the victims of any accident, hooliganism, racism or terrorist
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 13
3. RISK FACTORS
act could seek compensation from Olympique Lyonnais tickets, not authorised by the organiser, via unauthorised
SASU. In addition, security measures could be increased platforms could create a revenue shortfall and jeopardise
following a terrorist act or incident of hooliganism, event security.
increasing spectator security costs and Group insurance
costs. Similar events taking place in other stadiums in
France or Europe could also cause a fall in attendance at
the Club's stadium or lead to additional safety and insur-
• Risks related to the influence of the main
ance costs for the Group. shareholders or the departure of key personnel
Legislation also states that sports companies may on the Group's activities and strategy
be liable for disciplinary procedures relating to acts As of 31 August 2020, Holnest and Pathé owned 27.89%
committed by their members and by supporters in and and 19.48% of the Company's capital, respectively, and
around the stadium where a game takes place. A change 29.57% and 24.45% of the Company's voting rights,
in or an increase in the number of disciplinary proce- respectively. They also held double voting rights. At that
dures that may be taken against Olympique Lyonnais SASU date, IDG European Sports Investment Ltd held 19.98%
in the event it were to be held responsible could affect of the shares and 25.06% of the voting rights. Under
the Group's image, strategy, activities, outlook, financial French law, most of the decisions due to be adopted in
position and results. shareholders' meetings, particularly those relating to the
appointment of directors and the distribution of dividends
The stadium could also become partially or totally unavail-
require resolutions to be passed by a simple majority or
able, particularly as a result of sport-related disciplinary
by two-thirds majority if they involve amendments to the
action, natural disasters, accidents, fires or terrorist
Articles of Association. The main shareholders are able to
attacks. The Group cannot guarantee that, in this situation,
exercise a decisive influence on these votes.
it could quickly find a venue with characteristics equivalent
to those of Groupama Stadium and on similar terms, and The Group's success depends to a large extent on the work
and expertise of its chairman, executives and sporting and
cannot ensure that a back-up solution could be found, at
technical staff. If one or more of the Group's managers
terms to be negotiated with the relevant parties, gener-
with extensive expertise in the Group's markets were to
ating similar profitability.
leave, or if one or more of them decided to reduce or end
As a result of the public health crisis, and as indicated
their involvement with the Group, the Group may have diffi-
above, three factors led to a significant decline in revenue
culties in replacing them. This would hamper its activities
deriving from stadium operation: (i) the stadium was
and affect its ability to meet its targets.
temporarily closed, (ii) the Ligue 1 season was ended
early and (iii) activities were resumed with a severely
restricted number of spectators. As OL Groupe does not
know how long nor to what extent the stadium will be
partially unavailable, it cannot accurately estimate future 3.3 RISKS RELATED TO THE LEGAL ENVIRONMENT
financial consequences.
Insufficient insurance cover at the stadium in the event • Risks related to legal and regulatory constraints
of an increase in incidents, particularly were an accident
applicable to football activities and oversight
to occur at the Club's stadium, could have a significant
adverse impact on the Group's financial position and
of the Club by the national and European sporting
results. authorities
Professional football is governed by rigorous, specific
and complex legislation, at both national and interna-
tional levels. This legislation includes rules for taking
• Risks related to damage to the OL brand part in competitions and on the marketing of media rights,
The OL brand generates a large proportion of the Group's which are subject to change. The applicable legislation
revenue. Despite existing protection, the OL brand may has changed substantially in recent years. Changes in the
suffer from counterfeiting, and products featuring the nature, application or interpretation of the legislation and
OL brand may be distributed through parallel networks. regulations in force could, owing to new circumstances
Counterfeiting and parallel distribution could create a influencing how the Group conducts its activities, affect
major shortfall in revenue, which is impossible to quantify, the Group's management or represent a hurdle slowing
and eventually damage the OL brand image. The resale of its development, potentially leading, should the efforts
2
made by the Group to plan ahead for such changes prove • Risks related to illegal sporting practices
inadequate, to higher costs and investment spending
The risks related to illegal sporting practices and those
related to the management of the professional team
related to sports betting are inherent in the Group's activ- 3
and/or a reduction in its revenue, and would potentially
ities and cannot be eliminated altogether, despite various
have a significant impact on the Group's strategy, activi-
efforts to prevent them, and were they to arise, they could
ties, outlook, financial position and/or results. 4
significantly affect the Group's reputation, activities and
To be able to take part in competitions, the Club must be financial position.
authorised by the Association to use the affiliation number
A breach of the legal and regulatory requirements related 5
granted to it by the FFF. The length of the agreements
to sports betting by a manager, a player or another Club
between sporting associations and sporting companies
employee could lead, were it to be proven, to major disci-
giving the sporting company the right to use the affiliation 6
plinary sanctions being taken against the Club, potentially
number is capped at 15 years. Association Olympique
even resulting in its exclusion from European competi-
Lyonnais and Olympique Lyonnais SASU have signed
tions. A suspicion, even if unproven, could have an adverse
an agreement that runs until 2032. Termination of the 7
impact on the Club's reputation, leading to the loss of
agreement between Association Olympique Lyonnais and
sponsorship agreements and reducing its appeal, poten-
Olympique Lyonnais SASU would prevent the Club from
tially causing the Group's financial position to deteriorate 8
using the affiliation number and therefore from taking
significantly.
part in competitions. This would have a significant adverse
Players may be tempted to use prohibited substances to
impact on the Group's strategy, activities, outlook, finan- 9
improve their performance. The Group is unable to ensure
cial position and results, which is no longer the case in
that every member of its playing and coaching squad
other countries.
complies and will comply with regulations in force. If a 10
member of the playing or coaching squad were involved in
Olympique Lyonnais SASU is subject to semi-annual
a doping incident, this could damage Olympique Lyonnais'
audits of its legal and financial position by the LFP's DNCG
image and popularity. This could make the Club less 11
(Direction Nationale de Contrôle de Gestion or French
attractive and risk the termination of important contracts,
national auditing agency). Although the DNCG has never
potentially leading to a significant deterioration in the
taken disciplinary action against the Club, should it decide 12
Group's financial position.
to do so because of the legal and financial position of
Olympique Lyonnais SASU, this could significantly affect
the Group's strategy, activities, outlook, financial position 13
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 15
3. RISK FACTORS
Financial liabilities include bank overdrafts, loans from - temporarily in mid-April 2020 from €100 million to
credit institutions (in particular the revolving credit line), €130 million until 31 August 2020, when it will decline to
finance leases, the new long-term bank and bond debt, €115 million until 31 January 2021, when it will return to
and player registration payables. €100 million.
Group's financial statements for the 2019/20 financial significant extent in the normal course of its business.
year. However, were its exposure to increase, the Group would
not omit to implement the appropriate exchange-rate risk
Liquidity risks hedging instruments to cover and control the associated
risk.
The Group has the resources to finance its operations:
a €73 million syndicated Revolving Credit Facility (RCF)
granted to OL SASU as part of the refinancing signed Risks related to the impact of climate change
with the Group's banking partners on 28 June 2017. The OL Groupe believes it has only marginal exposure to finan-
RCF initially covered a five-year period and was renewed cial risks arising from climate change.
twice for one year in April 2017 and April 2018, thereby
extending the RCF maturity date to 30 June 2024.
2
3.5 INSURANCE COVERAGE
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 17
18 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
4. INFORMATION ON THE ISSUER 1
4.1 LEGAL AND TRADE NAMES 4.4 HEAD OFFICE, LEGAL FORM,
APPLICABLE LEGISLATION AND WEBSITE 5
The legal name of the Company is Olympique Lyonnais
Groupe. Address of head office
6
Groupama Stadium, 10 avenue Simone Veil, CS 70712,
69153 Décines Cedex (France).
7
4.2 ISSUER'S PLACE OF REGISTRATION Legal form
AND REGISTRATION NUMBER OL Groupe is a French société anonyme with a Board of
Directors governed by the laws and regulations in force, 8
in particular the articles of the French Commercial Code
The Company is listed in the Lyon Companies Register
applicable to it, as well as its Articles of Association.
under number 421 577 495. 9
NAF code: 7010 Z
Applicable legislation
ISIN: FR 0010428771
French law. 10
Telephone number 11
+33 4 81 07 55 00
4.3 DATE OF INCORPORATION AND CORPORATE LIFE
12
Website
The Company was incorporated on 1 February 1999 for a
term of ninety-nine years from the date of its registration https://investisseur.olympiquelyonnais.com/
in the Companies Register, unless extended or dissolved Investors are reminded that the information on 13
before then. OL Groupe’s website does not form part of this Universal
Registration Document, unless that information is incor-
porated by reference into it. 14
15
16
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 19
20 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
5. BUSINESS OVERVIEW 1
5. BUSINESS OVERVIEW
2
The Group is composed of a holding company (OL Groupe), and are used in hospitality services, naming contracts,
whose shares are listed on Euronext Paris - Segment B, stadium advertising screens, etc.
17
and its operating subsidiaries. These subsidiaries are In the 2019/20 financial year, adidas, Hyundai, Groupama
active in sporting events and entertainment, as well as and MDA were the main partners.
in complementary businesses that generate additional Sponsoring and advertising revenue was also hit by the 18
revenue. OL Groupe controls Olympique Lyonnais SASU (a mid-March shutdown and totalled €27.2 million in 2019/20
single-shareholder simplified share company), the entity (vs €31.3 million in 2018/19).
that manages the Olympique Lyonnais football club, as 19
well as owning and operating Groupama Stadium. • Brand-related revenue
Brand-related revenue principally includes revenue
The Group has six principal sources of revenue: ticketing; 20
from merchandising and image/video activities. With
media and marketing rights; sponsoring and advertising; the closure of stores from mid-March to mid-May 2020,
brand-related revenue (derivative products, video, etc.); brand-related revenue sank to €13.6 million in 2019/20
21
events and player trading. (vs €16.0 million in 2018/19).
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 21
5. BUSINESS OVERVIEW
2
Ligue 1 and Ligue 2 rights
Domestic rights 2016/17 – 2019/20 cycle 2018/19 – 2023/24 cycle
2016/2017 2017/2018 2018/2019 2019/2020 2020/2021 2021/2022 2022/2023 2023/2024 3
Gross distributable revenue (in € m) 757 760 760 760 1,231 1,231 1,231 1,231
7
For the 2016/17 – 2019/20 period, all of the domestic Of the total Ligue 2 revenue in France
packages (six for L1 and two for L2) were awarded to two • 81% Ligue 1 and 19% Ligue 2.
broadcasters: Canal+ and beIN Sports. International rights 8
were awarded to beIN Sports.
Of revenue from international media rights
In May 2018, the LFP’s Ligue 1 auction for the 2020/21 – • Up to €6.5 million: 81% Ligue 1 and 19% Ligue 2; 9
2023/24 period (7 packages) a new broadcaster, Mediapro, • Above €6.5 million: 100% Ligue 1 and based solely on the
rose to prominence, claiming three packages (1, 2 and 4). media profile criterion.
beIN Sports and Free won packages 3 and 6. Packages 10
After deducting financial support for relegated clubs and
5 and 7 were awarded to Mediapro in December 2019.
The total amount of Ligue 1 media rights for the 2020-24 additional variable support, media rights allocated to
period awarded (6 packages) stands at €1.2 billion p.a., Ligue 1 are distributed according to the 50-30-20 rule 11
representing a 60% increase over the previous cycle. (applies to international media rights up to €6.5 million):
All in all, the Ligue 1 and Ligue 2 media rights fetched • 30% according to the principle of sharing (fixed portion);
€1.3 billion p.a. for the 2020-24 period. In October 2020, • 20% according to club licences: divided equally among 12
Mediapro, the main broadcaster of the French Ligue 1 the clubs that obtained the club licence (< 7,000 points
championship, announced its intention of renegotiating its in 2019/20 as in 2018/19). A club that does not obtain the
broadcast agreements for the 2020-24 period, blaming the licence earns €0 on this criterion.
13
Covid-19 crisis. The second payment due to be made by
Clubs promoted to Ligue 1 without obtaining a club licence
Mediapro to LFP for the 2020/21 season was not received.
The LFP’s General Meeting on 19 October 2020 approved a but that exceeded 6,500 points (in 2019/20 as in 2018/19) 14
€112 million borrowing to cover the shortfall arising from receive 50% of the amount paid to licensed clubs.
Mediapro’s failure to make the October 2020 payment. Amounts recovered from clubs that did not obtain the club
Mediapro’s current position and any changes in it could licence or that obtained only the promotion licence are 15
have a negative impact on clubs’ media rights revenue. shared as follows:
• 85% are redistributed equally between Ligue 1 clubs that
Distribution between Ligue 1 and Ligue 2 obtained the club licence for the 2019/20 season; 16
In accordance with the principle of sharing, part of the • 15% are allocated to Ligue 1 clubs relegated to Ligue 2
revenue generated by selling Ligue 1 rights is redistrib- at the end of the 2019/20 season and that had obtained
uted to Ligue 2 clubs. the club licence for the 2019/20 season. The clubs that
17
For the 2019/20 season, revenue generated by Ligue 1 obtained promotion licences are not eligible;
rights and redistributed to Ligue 2 clubs was as follows:
- 30% on the basis of final league position (25% for the 18
current season, 5% for the five previous seasons),
Of Ligue 1 revenue in France - 20% on the basis of media profile, calculated on the
• Up to €500 million in operating revenue: 81% Ligue 1 number (in absolute value) of times the club has appeared 19
and 19% Ligue 2; in premium matches broadcast on TV during the last five
• From €500 to €600 million in operating revenue: 100% seasons (including the current season) and broken down
Ligue 1; as follows: 20
• Above €600 million in operating revenue: 90% Ligue 1 Amounts above €6.5 million from international media
and 10% Ligue 2 (with an overall ceiling of €110 million rights are distributed according to the media profile crite-
21
for Ligue 2). rion only.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 23
5. BUSINESS OVERVIEW
For the 2019/20 financial year, Olympique Lyonnais The Coupe de la Ligue will be suspended from 2020/21
received a total of €30.0 million in Ligue 1 media rights onwards, as no broadcaster submitted a proposal.
(for finishing in 7th place).
5.2.1.3 Centralised sale of Coupe de France rights
5.2.1.2 C entralised sale by LFP of media rights Media rights for the Coupe de France are sold centrally
to the Coupe de la Ligue by the FFF. The revenue generated is redistributed to the
Revenue from the Coupe de la Ligue, which also includes clubs according to results. The sum also includes revenue
revenue from the centralised sale of marketing rights, is from the centralised sale of marketing rights.
allocated as follows:
Coupe de France (in € 000) 2018/19 2019/20 2020/21
Coupe de la Ligue (in € 000) 2018/19 2019/20
Winner 1,500 1,500 1,500
Winner 2,767 2,872 Finalist 950 950 950
Finalist 2,214 2,298 Semi-finalist 280 280 280
Semi-finalist 1,343 1,394 Quarter-finalist 135 135 135
Quarter-finalist 847 880 Round of 16 70 70 70
Round of 16 582 604 Round of 32 50 50 50
Round of 32 385 400 Round of 64 30 30 30
2nd round 266 276 8th round 15 15 15
1st round 220 228 7th round 8 8 8
Amounts are not cumulative. 6th round
Cumulative amounts.
The amounts paid to clubs rose 0.4% in 2019/20.
Clubs participating in European competitions are exempt The amounts paid to clubs in 2019/20 were the same as
from the round of 32. In the event they are eliminated in in 2018/19.
the round of 16, they receive the amount allocated in the For the 2019/20 financial year, Olympique Lyonnais
round of 32. received a total of €0.6 million in Coupe de France media
For the 2019/20 financial year, Olympique Lyonnais rights (semi-finalist).
received a total of €2.3 million in Coupe de la Ligue media
rights (losing finalist).
Distributable amounts / season 1.16 1.72 48% 2.54 2.55 2.55 48%
of which Champions League 0.95 1.32 39% 1.98 2.04 2.04 55%
of which Europa League 0.21 0.40 90% 0.56 0.51 0.51 28%
The overall amount for the 2018-21 period will be €3.25 billion p.a., vs €2.35 billion p.a. for the 2015-18 period.
European competitions (Champions League and Europa League) are undergoing changes starting with the 2018-21 cycle
that affect how teams qualify directly and how distributable revenue is allocated. A ranking premium will be introduced, via
a coefficient based on club performance over a 10-year period.
2
5.2.2.1 UEFA Champions League number of French clubs that took part. The other half is
The revenue generated is redistributed to the clubs distributed pro rata, according to the number of matches
according to sporting results and the amount of media each French club plays in the competition.
3
rights purchased to broadcast Champions League Reform of the UEFA’s distribution of media and marketing
matches in France. rights took effect from the 2018/19 season.
The overall amounts distributed to clubs for the UEFA UEFA Champions League revenues distributed to the 4
Champions League rights related to the 2015-18 cycle clubs include a fixed portion that is now 85% (instead
totalled approximately €1.3 billion per season. For the of 60% for the preceding cycle) and a variable portion of
2018-21 cycle, they were almost €2 billion per season, an 15% (instead of 40% for the preceding cycle). Beginning 5
increase of more than 50%. with the 2018/19 season, the fixed portion included a new
For the 2015-18 cycle, UEFA Champions League revenue category: the UEFA ranking bonus, which is €585 million
included: in total for the 2018/19 season and will be divided among 6
• a fixed component (60% of the overall amount redistrib- the 32 clubs based on performance over 10 years. Based
uted) comprising a participation bonus, a match result on these rankings, the total amount of €585 million will
bonus, and bonuses based on the stage of the competition be divided into multiples of a unit value (“coefficient”) 7
reached (round of 16, quarter-finals, semi-finals, final and of €1.108 million each: the lowest-ranked team will
winner), receive one unit (€1.108 million); the highest-ranked
team will receive 32 units (€35.46 million). OL is ranked 8
• a variable, market-pool component (40% of overall
in 13th place for the 2019/20 season and will therefore
amount redistributed) based on the market share of
receive €22 million pursuant to this ranking bonus (14th in
television rights purchased to broadcast UEFA Champions
2018/19, €21 million). 9
League matches in France. Half of the variable compo-
nent is paid to the qualifying French clubs according to
their previous season’s French Ligue 1 rankings and the
10
Variable portion (market pool) 482.80 507.00 507.00 40% 292.00 292.00 292.00 15%
Fixed portion allocation formula 17
Allocation based on number of participating clubs and 241.40 253.50 253.50 146.00 146.00 146.00
previous year rankings N-1
Variable portion allocation formula 18
Allocation based on number of matches played by each 241.40 253.50 253.50 146.00 146.00 146.00
club
19
During the 2019/20 season, Olympique Lyonnais played in the group stage of the UEFA Champions League, owing to its third-
place Ligue 1 finish in the 2018/19 season. It reached the semi-finals stage of the "Final 8" competition held in August 2020.
As a result of the Covid-19 pandemic, €64.7 million in media rights were recorded in respect of the 2019/20 financial year, 20
reflecting revenue from the group stage and the first leg of the round of 16 (played during the 2019/20 financial year). The
competition was completed during August 2020, however, with the second leg of the round of 16 and the "Final 8" instant-
knockout rounds played behind closed doors. The UEFA media rights for the final stages of the competition played in August
21
2020 are expected to amount to around €25 million and will be recognised in the 2020/21 financial year.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 25
5. BUSINESS OVERVIEW
5.2.2.2 UEFA Europa League Half of the variable component is paid to the qualifying
The revenue generated is redistributed to the clubs French clubs according to their previous season’s French
according to sporting results and the amount of media Ligue 1 rankings and the number of French clubs that
rights purchased to broadcast UEFA Europa League took part. The other half is distributed pro rata, according
matches in France. to the number of French clubs represented at each stage
of the competition.
The overall amounts distributed to clubs for UEFA Europa
League rights related to the 2015-18 cycle totalled approx- As part of the reform of the distribution of UEFA media
imately €400 million per season. For the 2018-21 cycle, and marketing rights, effective from the 2018/19 season,
they total almost €560 million per season, an increase of receipts from the UEFA Europa League distributed to
more than 40%.
clubs include a fixed component that now represents
70% (instead of 60% for the previous cycle) and a variable
For the 2015-18 cycle, UEFA Champions League revenue
component that represents 30% (instead of 40% for the
included:
previous cycle). Beginning with the 2018/19 season, the
• a fixed component (60% of the overall amount redistrib-
fixed portion includes a new category: a UEFA ranking
uted) comprising a participation bonus, a match result
bonus of €84 million in total for the 2018/19 season, to
bonus, a bonus based on ranking at the end of the group
be divided up among the 48 clubs based on performance
stage, and bonuses based on progress in the competi-
tion (round of 16, quarter-finals, semi-finals, finals and over 10 years. With the ranking thus established, the total
winner), amount of €84 million will be divided into multiples of
a unit value ("coefficient") of €0.071 million each: the
• a variable, market-pool component (40% of overall
amount redistributed) based on the market share of televi- lowest-rated team will receive one unit (€0.071 million);
sion rights purchased to broadcast UEFA Europa League the highest-rated team will receive 48 units (€3.4 million).
matches in France.
Annual amount distributed to participating clubs 381.00 399.80 399.80 100% 560.00 560.00 560.00 100%
Fixed amount 228.00 239.80 239.80 60% 392.00 392.00 392.00 70%
Participation bonus 2.40 2.60 2.60 2.92 2.92 2.92
UEFA ranking bonus (10 season basis) -
- - -
coefficient: €0.071 million
Bonus for a victory 0.36 0.36 0.36 0.57 0.57 0.57
Bonus for a draw 0.12 0.12 0.12 0.19 0.19 0.19
Bonus for the winner of the group stage 0.50 0.60 0.60 1.00 1.00 1.00
Bonus for the group stage runner-up 0.25 0.30 0.30 0.50 0.50 0.50
Round of 32 0.50 0.50 0.50 0.50 0.50 0.50
Round of 16 0.75 0.75 0.75 1.10 1.10 1.10
Quarter-finalist 1.00 1.00 1.00 1.50 1.50 1.50
Semi-finalist 1.50 1.60 1.60 2.40 2.40 2.40
Finalist 3.50 3.50 3.50 4.50 4.50 4.50
Winner 6.50 6.50 6.50 8.50 8.50 8.50
Variable portion (market pool) 153.00 160.00 160.00 40% 168.00 168.00 168.00 30%
Fixed portion allocation formula
Allocation based on number of participating clubs and 76.50 80.00 80.00 84.00 84.00 84.00
previous year rankings N-1
Variable portion allocation formula
Allocation based on number of participating clubs and 76.50 80.00 80.00 84.00 84.00 84.00
rounds played
During the 2017/18 season, Olympique Lyonnais SAS received €14.2 million in UEFA media and marketing rights for its
participation in the group stage and round of 16 of the UEFA Europa League competition.
For the 2020/21 season, the Club will not play in any European competitions for the first time for 23 consecutive years because
it finished in 7th place in the Ligue 1 table for the 2019/20 season, which ended prematurely in mid-March 2020. As a result,
it will not receive any UEFA media rights in respect of the 2020/21 competition.
The risk of dependency on revenue from media rights is addressed in Chapter 3, “Risk factors” of this Universal Registration
Document.
2
5.2.3 Media rights sold directly by the clubs Concerts
The clubs have broadcasting rights to their Ligue 1 (and The concerts market is nationwide, since concert
Coupe de la Ligue) games, as well as UEFA Champions promoters plan a limited number of concert dates in 3
France. Competition in this market comes from venues
League and UEFA Europa League games under the terms
that can accommodate more than 50,000 people, such as
set out in the LFP’s media regulations of 31 March 2006,
the Stade de France in Saint-Denis near Paris, the Stade
the UEFA Champions League regulations and the UEFA 4
Vélodrome in Marseille and the Stade Pierre Mauroy in
Europa League regulations respectively.
Lille.
These regulations describe the formats permitted and the
5
broadcasting windows per media type. They encourage MICE (Meetings, Incentives, Conferencing, Exhibitions)
clubs to broadcast their games on their own media (club
The Meetings and Incentives market is predominately
TV channel, TV programmes dedicated to club life and the local, while its reach is nationwide or even international 6
club website). Clubs can broadcast Ligue 1 and Coupe de for seminars lasting more than 24 hours. Competition
la Ligue matches on their own media from midnight on the in this market, estimated at €20 billion p.a. in France, is
evening of the match, subject to certain restrictions set out very fragmented and also includes hotels and conference 7
in the LFP’s media regulations. centres.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 27
5. BUSINESS OVERVIEW
After a mixed 2019/20 season, with a high standard of investment of around €140 million, is due to open during
on-pitch performance by all the teams but financial the second half of the 2023 calendar year (provided it
results heavily affected by the pandemic crisis, the Group obtains the administrative permits that have been applied
aims to continue investing significantly in player assets for for) and is expected to host 80-120 events p.a., including
the 2020/21 season, even though the Club is not competing
concerts, sports events (including prestigious EuroLeague
in a European competition, in an effort to maintain a
basketball matches involving LDLC Asvel), e-sport compe-
competitive team and return to the Champions League
titions and large-scale seminars.
in 2021/22. Led by its Sporting Director Juninho, the Club
is overhauling its football operations so as to reaffirm Please also refer to section 10 “Trend Information” of this
the values it has always stood for, i.e., a commitment to Universal Registration Document.
training and team spirit in the men’s professional team.
Player trading represents a significant and recurrent clubs, in particular from media and marketing rights, as
source of revenue for the Group. Potential capital gains well as showcasing the talent in their playing squad.
on the sale of player registrations remain high. The The annual amounts paid by UEFA to clubs participating in
OL Academy, the Club’s strategic development asset, is the two European competitions (UEFA Champions League
ranked among the top three training academies in Europe, and UEFA Europa League) have increased substantially
and the Club continues to recruit promising young players
over the past few years, making the UEFA Champions
whom it aims to develop so as to unlock their full on-pitch
League the most attractive competition for clubs from
and financial potential.
both sporting and financial points of view. For the 2018-21
period, the total amount of gross receipts per season
B2B and B2C activities are set to continue developing (Champions League + Europa League) was up 38% and
around the core football business, articulated around two
stood at €3.25 billion vs €2.35 billion for the previous,
private venues (once the pandemic situation allows this):
2015-18 cycle (see Chapter 5.2.2 of this Universal
- Stadium: ticketing revenue should continue to rise and
Registration Document).
the "Events" business should continue to grow through
professional trade shows and corporate conventions
of increasing size, as well as prestigious concerts and
sporting events; for example, in the 2020/21 financial year,
2019/20 season disrupted by the Covid-19 pandemic
the first annual Felyn music festival will be held in the
stadium. It had to be postponed because of the pandemic, The Covid-19 pandemic caused disruption across a
but has been rescheduled to June 2021 from June 2020 number of industries, including football. According to
originally. a study by the ECA*, Covid-19’s financial impact on the
- New arena: the new project to build a 12,000-16,000 seat clubs in Europe’s top 10 leagues could represent a revenue
arena close to the stadium continued during the 2019/20 shortfall totalling €3.6 billion (excluding player trading)
financial year. This new facility, which represents an over the 2019/20 and 2020/21 seasons combined.
* ECA July 2020 report on clubs playing in the following championships: Premier League, Bundesliga, La Liga Santander, Serie A TIM, Ligue 1
Uber Eats, Süper Lig, Eredivisie, Liga NOS, Ladbrokes Premiership and Ekstraklasa.
2
Including all the top leagues across Europe, clubs face
2018/19 Revenue (in € m)
a revenue shortfall (excluding transfers) of as much
1 1 FC Barcelona 840.8
as €4 billion (€1.6 billion in 2019/20 and €2.4 billion in 3
2020/21), according to the same report. All their revenue 2 (1) Real Madrid 757.3
sources have been affected, but matchday receipts are 3 0 Manchester United 711.5
likely to be worst hit, even though most of the competi- 4 0 Bayern Munich 660.1 4
tions have resumed. Payroll costs could account for 70.1%
5 1 Paris Saint-Germain 635.9
of 2020/21 revenue (excluding transfers) for the clubs
6 (1) Manchester City 610.6 5
of the top 10 championships in the ECA report, up from
59.6% in 2018/19 and 65.7% in 2019/20. Clubs will have to 7 0 Liverpool 604.7
adjust their cost base to address this significant revenue 8 2 Tottenham Hotspur 521.1
6
contraction. 9 (1) Chelsea 513.1
According to a CIES report (October 2020), the transfer 10 1 Juventus 459.7
market was also hit by the pandemic crisis. The transfer 7
11 (2) Arsenal 445.6
fees paid by the big-5 league teams over the summer
of 2020 fell 43% compared with the summer of 2019 12 0 Borussia Dortmund 377.1
(€3.31 billion vs €5.82 billion). After a record winter 13 0 Atlético Madrid 367.6 8
transfer window spend earlier in 2020, transfer spending 14 0 Inter Milan 364.6
by clubs in the big-5 leagues in the most recent window
15 1 Schalke 04 324.8 9
(summer 2020) slid back to its 2016 level.
16 (1) AS Roma 231.0
17 n/a new Olympique Lyonnais 220.8
10
18 2 West Ham United 216.4
Ranking of European football clubs by revenue
19 (2) Everton 213.0
excluding player trading 11
20 n/a new Napoli 207.4
Prior to the crisis, the European clubs that posted the
highest revenues for the 2018/19 season (excluding player
trading) were FC Barcelona (€840.8 million), Real Madrid 12
2017/18 Revenue (in € m)
(€757.3 million), Manchester United (€711.5 million),
Bayern Munich (€660.1 million) and Paris Saint-Germain 1 1 Real Madrid 750.9
(€635.9 million). The combined revenue of these five clubs 2 1 FC Barcelona 690.4 13
grew by 10% compared with the previous season. Of the 3 (2) Manchester United 666.0
20 clubs that generated the most revenue (excluding
4 0 Bayern Munich 629.2 14
player trading), 8 are English (see table below).
5 0 Manchester City 568.4
6 1 Paris Saint-Germain 541.7
15
7 2 Liverpool 513.7
8 0 Chelsea 505.7
16
9 (3) Arsenal 439.2
10 1 Tottenham Hotspur 428.3
11 (1) Juventus 394.9 17
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 29
5. BUSINESS OVERVIEW
Europe: Weighting of the various sources of revenue Strong growth in UEFA media rights
of European clubs in 2018/19 during the last 3 cycles
Media rights and sponsoring/advertising revenue consti- Media and marketing rights come to €3.25 billion per
tute a significant portion of the overall non-transfer- season (gross amounts) for the 2018-21 cycle, up 33%
related revenue of football clubs. The five teams with compared to the previous cycle.
the highest revenue have sponsorship contracts repre-
senting nearly 50% of their total revenue, with Paris Saint- 3.2
Germain generating 57% from this source. +33% 2.5
Italian clubs and certain English clubs derive the vast 2.4
1.7
majority of their revenue from media and marketing rights, 0.5
1.8
underlining the importance of contracts signed with the 1.7 2.0
various European broadcasters. 0.2 0.4
1.4
Media and 1.4
Sponsoring
Ranking Club Ticketing marketing
– Advertising
rights
2015/16
Champions League breakdown 2018/2021
- 2017/18
2
Media rights (national + international) of the five largest European championships over 10 years (in € bn)
2011-2012 3
3.4 3.4
3.2 2015-2016
2019-2020
2020-2021 4
10
Source: Premier League.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 31
5. BUSINESS OVERVIEW
0.1
2008 2009 2010 2011 2012 2013 2014 2015 2016
2017 2018
-0.3
-0.5
-0.6
-0.7
-0.8
-1.1
-1.2
-1.6
-1.7
Introduction of the Financial Fair Play rules in 2011
Source: UEFA.
Since the Financial Fair Play rules were implemented in 2011, particularly control of overdue payments and financial break-
even for the clubs taking part in European competitions, European clubs’ financial results have significantly improved and
turned positive in 2017.
1 Bayern Munich CL
4 Italy 70,653
2 Real Madrid CL
3 FC Barcelona CL 5 France 59,248
4 Atlético Madrid CL
5 Juventus CL 6 Portugal 49,449
6 Manchester City CL
7 Paris Saint-Germain CL 7 Russia 45,549
8 Sevilla CL
9 Manchester United CL 8 Belgium 37,900
10 Liverpool CL
Source: UEFA.
11 Arsenal EL
12 Shakhtar Donetsk CL
13 Borussia Dortmund CL
14 Tottenham Hotspur EL
15 Olympique Lyonnais -
39 Monaco -
53 Olympique de Marseille CL
68 Saint-Étienne -
(CL): participating in 2020/21 Champions League.
(EL): participating in 2020/21 Europa League.
Source: UEFA.
2
Intangible value of the 50 leading brands (in € m) French market
In the French market, revenue excluding transfers for all
2020 2019 Ligue 1 teams totalled €1.902 billion in 2018/19, up 12%
2020 2019 3
Club Brand Brand Change
rank rank from the previous year (€1.692 billion). The various types
Value Value
of revenue streams have grown since 2017/18, especially
1 1 Real Madrid 1,419 1,646 -14%
media rights (up €110 million or 14%) and sponsoring - 4
2 3 FC Barcelona 1,413 1,393 +1%
advertising revenue (up €73 million or 21%).
3 2 Manchester United 1,314 1,472 -11%
4 6 Liverpool 1,262 1,191 +6% Ligue 1’s total revenue, including gains from transfers,
5
5 5 Manchester City 1,124 1,255 -10% amounted to €2.537 billion in 2018/19, the same level
6 4 Bayern Munich 1,056 1,314 -20% as in the previous season (up €4 million compared with
7 8 Paris Saint-Germain 967 914 +6% 2017/18) as the increase in revenue excluding player
6
8 7 Chelsea 949 968 -2% transfers was offset by a €205 million reduction in trans-
9 10 Tottenham Hotspur 784 758 +3% fer-related gains.
10 9 Arsenal 719 885 -19%
30 29 Olympique Lyonnais 182 179 +2% 7
38 36 Olympique de Marseille 130 NC -21%
Source: Brand Finance Football 50 (May 2020). Weighting of each type of revenue (Ligue 1 only)
8
12
Transfers of players to and from French professional football clubs, 2018/19 season 13
(in € m) Transferred to
Transferred from Type of data Abroad Ligue 1 Ligue 2 Total 14
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 33
5. BUSINESS OVERVIEW
(in € m) 2016/2017 2017/2018 2018/2019 * Takes into account the mid-window break
(from 10 July to 14 August).
Sales in France 49.2 314.2 108.1
The current public health and economic situation has
Sales to other countries 260.4 581.4 677.7
triggered a significant decline in volumes, but the break-
Acquisitions in France -61.7 -354.2 -137.4
down between domestic and international transfers
Acquisitions from other countries -260.0 -560.5 -370.2
remained similar:
Net inflow/(outflow) -12.1 -19.1 +278.2 - 41% were between French teams in 2020 (44% in 2019),
Source: LFP - 2018/19 annual report. - 35% involved the departure of player abroad in 2020
(32% in 2019),
- 24% led to the arrival of a player from abroad in 2019
800 752
and 2020.
700 645
Review of the summer 2020 transfer market – LFP Trends
600
616 579
and breakdown in the number of transfers
330
(October 2020) 800
500 301 261
752
237
700 645
As a result of the pandemic crisis, the summer 2020 400 616 579
600 330
transfer market split into two distinct phases - June and 300
187 193 238
500 301 261 203
then August-September-October 2020: 200 237
400
100 184
- 8 June 2020: domestic transfer window opens, 300
157 162
238
139
0 187 193 203
- 30 June 2020: international transfer window opens, 200 2017 2018 2019 2020
2
Impact of the Covid-19 pandemic Transfer fees paid in the summer window by teams
in the big-5 leagues
on the transfer market
The report compares the deals completed in the previous Year ENG ITA FRA ESP GER 3
transfer window by teams playing in Europe’s top five 2010 430 363 149 291 161
leagues (Premier League, La Liga, Serie A, Bundesliga and 2011 550 515 197 389 160
Ligue 1) with those agreed since January 2010. 2012 635 411 206 164 252 4
The analysis by calendar year can provide some insights 2013 783 455 377 435 272
2014 1,091 391 169 555 303
into Covid-19’s impact on spending. The value of transfers
2015 1,323 716 335 573 421 5
recorded in 2020 was 30% lower than it was in the record
2016 1,502 745 245 579 659
year of 2019.
2017 1,819 1,115 916 758 679
If restricted to the summer transfer periods, the same 2018 1,609 1,131 512 1,031 516 6
analysis brings into even sharper relief how the pandemic 2019 1,649 1,246 755 1,397 776
has dented the level of expenditure. After this adjustment, 2020 1,492 667 474 348 333
the decline on summer 2019 works out at 43%. After a 7
record winter transfer window spend earlier in 2020, the An analysis based on the transfer value algorithm devel-
transfer spending by the big-5 league clubs in the most oped exclusively by the CIES Football Observatory, shows
recent window slid back to its 2016 level. that the Covid-19 pandemic has not triggered a decline in
8
Year Winter Summer Total to cut the risks associated with their transfer purchases,
as they have to shell out the higher amount only if the
2010 0.15 1.39 1.54 13
player’s performance fully lives up to expectations or if the
2011 0.52 1.81 2.33 club’s results are positive.
2012 0.29 1.67 1.96
Likewise, there has been a general trend towards 14
2013 0.39 2.32 2.71 including a sell-on fee in deals, in certain cases even when
2014 0.39 2.51 2.90 transfers take place without a fee after a contract is termi-
2015 0.48 3.37 3.85 nated by mutual consent. This strategy enables the selling 15
2016 0.50 3.73 4.23 clubs to make substantial gains on future transfers of the
2017 0.79 5.29 6.08 players they sell and the buying clubs to lower the upfront
2018 1.04 4.80 5.84 purchase cost at a time when cash is in short supply. 16
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 35
5. BUSINESS OVERVIEW
So that it can continue to track relative stock market performance, OL Groupe has decided to calculate an internal index
comparable to the Stoxx Europe Football index based on the constituent 22 clubs as of August 2020: AS Roma (IT), Aalborg
Boldspil (DK), Lazio (IT), Sporting Lisbon (PT), Fenerbahce (TR), Silekborg (DK), Aik Fotboll (SE), Ajax (NL), OL Groupe (FR),
Juventus (IT), Porto (PT), Parken Sport (DK), Besiktas (TR), Benfica (PT), AGF (DK), Celtic (GB), Galatasaray (TR), Teteks Ad
Tetovo (MK), Borussia Dortmund (DE), Ruchchorz (PL), Brondby IF-B (DK), Trabzonspor (TR).
2
OL Groupe share price compared to the CAC 40 and internal Football index
(base 100) (28 June 2019 – 30 September 2020)
3
6
OL Groupe share price
4
€3.30
28/06/19
6
2
8
€2.02
30/09/20
1
9
0
10
19
19
19
19
19
19
19
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
20
6/
7/
8/
9/
0/
1/
2/
1/
2/
3/
4/
5/
6/
7/
8/
9/
/0
/0
/0
/0
/1
/1
/1
/0
/0
/0
/0
/0
/0
/0
/0
/0
11
28
31
31
30
31
30
31
31
28
31
30
31
30
31
31
30
Source: Euronext – internal data.
12
As of 13 October 2020, OL Groupe’s share price stood at €1.92.
13
5 15
4 16
3 17
18
2
19
1 20
0 21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 37
5. BUSINESS OVERVIEW
Acquisition
of player 153.1* 53.4 74.7 32.3 43.3
registrations
Revenue from
sale of player 90.9 88.2 125.3 51.7 58.1
registrations
Net transfer
spend (sales - -62.2 34.8 50.5 19.3 14.8
acquisitions)
* The 2019/20 acquisitions consist of the acquisitions made in
summer 2019 and the large amount spent in January 2020 to
address the multiple player injuries that occurred during the first
half of the financial year.
2
5.8 SOCIAL, SOCIETAL AND ENVIRONMENTAL 1. OL Foundation’s active support during
RESPONSIBILITY the Covid-19 pandemic crisis
3
Report on corporate social responsibility OL Foundation, an organisation levelling all playing fields
through solidarity
Olympique Lyonnais pursues its CSR objectives by firmly 4
Olympique Lyonnais established OL Foundation, its
embedding responsibility, solidarity and engagement in
corporate foundation, in 2007 and an endowment fund,
the Group’s overall strategy. This is a long-term initiative
sOLidarity ("sOLidaire”) in 2009. The objective of these
which fosters a productive dialogue with all stakeholders 5
two funds is to embody the Club’s values of solidarity and
on the economic, social and environmental aspects of
commitment and to play an active role in regional devel-
Olympique Lyonnais’ business.
opment by supporting the development of public interest 6
projects organised by the social and solidarity-based
Statement from Jean-Michel Aulas,
economy.
Chairman of Olympique Lyonnais
OL Foundation’s and sOLidarity’s activities during the 7
“The unprecedented pandemic crisis we experienced
2019/20 season included both long-term projects selected
in 2020 severely hit Olympique Lyonnais as a business,
by their respective governance bodies and an additional
as a professional football club and as an employer. A 8
action plan aimed at responding to the public health,
raft of different events had to be cancelled, and all our
social and economic crisis.
activities had to be scaled back considerably. Our annual
revenue declined by 30%, or close to €100 million. Many 9
From 19 March 2020, OL Foundation took action on three
of our employees were put on partial unemployment.
fronts in response to the public health crisis:
Despite these economic and employee-related diffi-
culties, Olympique Lyonnais was keen to honour the - A €300 thousand contribution from OL Groupe supporting 10
OL Foundation’s commitments to the community, emergency aid to medical and social organisations (the
especially its employment and patronage policy. We also Hospices Civils de Lyon university hospital centre, the
allocated considerable additional resources to help hospi- Rhône region Red Cross, the Foyer Notre Dame des 11
tals and associations care for those who fell sick and to Sans-Abri homeless shelter, the Habitat et Humanisme
protect the vulnerable during the lockdown period. These charity and the Rhône region food bank).
12
economic conditions and uncertainties about the future - It galvanised the whole Olympique Lyonnais community
notwithstanding, Olympique Lyonnais helps to bring the into raising additional funds for hospitals and emergency
community together and is a major force in city life.” assistance charities. As a result, over €166 thousand was
13
donated to Hospices Civils de Lyon, the Le Mas charity to
Statement from Sidonie Mérieux, Chairwoman of the CSR fund an emergency centre accommodating women fleeing
Committee of Olympique Lyonnais’ Board of Directors domestic violence and to equip close to 50 facilities for
14
people with disabilities with digital tablets in partnership
“OL Groupe’s response to the pandemic has been both
with the Rhône département. Several partner businesses
highly commendable and effective. It spontaneously
of Olympique Lyonnais and more than 500 individuals
demonstrated its solidarity during the major public health 15
backed these efforts.
crisis. Long before these events, the Club had made
major commitments, with the same goal of protecting the - Olympique Lyonnais’ various departments helped to
world we live in. Enhancing the job prospects of as many provide logistical support, equipment or channels of 16
people as we can reach remains one of our top priori- communication by drawing on the resources available
ties, alongside environmental priorities, and particularly to them (distribution of food and drinks to healthcare
workers, donations of surgical facemasks to frontline 17
those related to climate change, which poses a substantial
long-term threat. Mindful of its responsibilities, Olympique charities using funds donated by IDG Capital, etc.).
Lyonnais decided during the past season to sign up to the
18
City of Lyon’s Territorial Climate Plan, to continue its daily In addition to its Covid-19 actions, the OL Foundation
efforts and major investments at Groupama Stadium, and continued to pursue the three major partnerships
to engage in raising awareness of these issues within its approved by its Board of Directors for the 2018-21 period:
19
community, including via its sporting ambassadors. This - the Femme Mère Enfant (Woman Mother Child) hospital,
collective challenge is at the forefront of our concerns, its health-related priority,
and we will continue to give it our full attention over the - the "Ma chance, Moi aussi" (My Chance, too) association, 20
coming years.” its education priority,
- the "Sport dans la Ville" (Sport in the City) association,
21
its social integration through sports priority.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 39
5. BUSINESS OVERVIEW
Prior to the pandemic crisis, players and staff demon- The purpose of this trial is to foster professional mobility
strated their strong commitment to these three causes, and boost employment in a region by creating synergies
as they have every year, by meeting young people during between the various participants and establishing a
training sessions and organising visits to schools and common language with regard to skills.
match-related events. Young players in the OL Academy, Following the end of the test period, an entrepreneurial
OL administrative employees, partner companies, internal project called eHRgo was established during the 2019/20
and external media and OL fans also embraced these season, with the support of Olympique Lyonnais and
causes. Veolia.
In addition, a new audio description service for visually The sOLidarity fund also supports other innovative initi-
impaired fans was introduced during the 2019/20 season atives, such as educational workshops about biodiversity
using equipment installed for the 2019 Women’s World via Groupama Stadium’s 12 beehives, and the creation of
Cup and the partnership established with the ASA (All a 550 sq. m. garden, fully designed and maintained based
Services Access) association and ISCPA, a media and on permaculture principles, which will host a number of
journalism school. As a result, every match played at audiences from the 2020/21 season onwards. These initi-
Groupama Stadium can deliver a high-quality spectator atives are part and parcel of Olympique Lyonnais’ efforts
experience, complementing the specially designed facili- to live up to its environmental responsibilities as a football
ties helping to accommodate people with disabilities. club, as a major infrastructure operator and as a stake-
holder in society.
The community innovation centre
Since Groupama Stadium was completed, the Club’s For the 2019/20 season, the OL Foundation’s budget,
social policy has focused on developments positioning including all types of donations, totalled €247 thousand
the stadium as a community innovation centre and a place a n d t h e s O L i d a r i t y f u n d ’s re s o u rce s t o t a l le d
for everyday life, energised by a social purpose. Olympique €892 thousand.
Lyonnais has made the stadium into a resource centre
open to everyone, helping to promote the sense that
Groupama Stadium belongs to the local community. It also
2. A responsible, community-minded and engaged
constitutes an opportunity to establish connections with
the various stakeholders: institutions, OL Business Team football club
partners, supporters, local residents and associations.
The OL Academy, a training-focused organisation
Building on the commitments made during the construc- A mainstay of the Club, the OL Academy aims to be a
tion of Groupama Stadium, Olympique Lyonnais has model of excellence, cohesion, male-female equality and
formed a long-term partnership with Pôle Emploi, the social and cultural inclusion. Looking beyond its ambitious
French national employment office, and Nes & Cité, a sporting objectives, the OL Academy continues to guide
company that promotes social integration. This has given and help young people find their way in life both as a
rise to the Corporate Space for Employment, the only citizen and as an elite footballer.
employment platform located in a stadium. The Corporate It draws on its expertise, experience and its core values,
Space for Employment relies on companies that recruit which underpin our approach of developing both male
locally and on a network of social and solidarity economy and female players based on a training, education and
participants to foster contact with job applicants in a way management methodology. Aside from football, the
that breaks down barriers and goes beyond the CV. OL Academy engages in educational projects for charity
and community-focused organisations promoting
Since its inauguration in October 2016, the Corporate solidarity, broadening horizons to the whole world and
Space for Employment has: building awareness of the issues affecting society.
- organised 75 recruiting events (job-dating or job forums); It has achieved a degree of maturity, but is always looking
- welcomed over 320 different companies, from all sectors to innovate. It offers all the young people in its ranks HR,
of the economy; scientific and technological resources geared to their
- helped bring nearly 2,300 recruitments to fruition. personality and their game so that their intrinsic qualities
flourish in a positive learning environment founded on
The Corporate Space for Employment is also being used teamwork.
as a testing ground for ODAS, an experiment organised It is also constantly seeking to create the right conditions
by the sOLidarity endowment fund, Campus Veolia and for its coaches, employees, trainees and volunteers to
the French national employment office as part of the blossom and grow, so that they can pass on their values,
French government’s Future Investments Programme. their knowledge, their expertise and their life skills.
2
The OL Academy is proud of its success in both men’s and A highlight of the 2019/20 season was the deal to acquire
women’s football and of the equal sporting and educa- Reign FC, an inaugural member of the National Women’s
tional training opportunities it provides. Boys and girls Soccer League (NWSL). The assets are lodged in a newly
3
learn alongside each other, both dreaming of following formed US registered company in which OL Groupe holds
in the footsteps of their role model and the players that an 89.5% stake. Bill Predmore, who also runs the Seattle-
have inspired them by wearing OL’s colours in stadiums based club, holds 7.5% of its share capital. Tony Parker, 4
across France and the rest of Europe, such as Wendie the four-time NBA champion, Chairman of LDLC Asvel and
Renard, Amel Majri, Delphine Cascarino and Selma Bacha, an OL brand ambassador in the United States, has also
who grew up alongside Anthony Lopes, Houssem Aouar, purchased a 3% stake. With this acquisition, OL Groupe 5
Maxence Caqueret, Melvin Bard and Anthony Racioppi. has become a shareholder, via the newly-formed US entity,
The OL Academy is also proud of the young people who in the NWSL, alongside the other teams.
did not manage to make the professional grade and who The club’s new name, OL Reign, reflects the close bonds 6
have built a career by staying true to the Club’s values as between two organisations both aiming to achieve elite
skilled workers, coaches, business leaders, employees performance levels by sharing skills and knowledge in the
and store owners. development and training of young players via the partner- 7
ship established between both clubs’ academies. This
Actively supporting the development of women’s football investment, which marks the beginning of an ambitious
sporting project in the United States and a desire to 8
at every level
Olympique Lyonnais has been a trailblazer in women’s provide the highest level of support to Reign FC, will also
football, after first establishing a female section in help grow and develop the OL brand in the United States.
9
2004. The Club gradually built an extremely competitive The project will consolidate Olympique Lyonnais’ position
team on the national and then international stage. This as a trailblazer in women’s football on the global stage, by
season, the OL women’s team made more Champions raising its profile and opening up the possibility of B2B and
10
League and European football history when they won communication synergies between the two teams that play
their seventh UEFA Women’s Champions League title on different continents.
and fifth consecutive one, equalling Real Madrid’s unique At institutional level, Jean-Michel Aulas, Chairman of 11
record in the UEFA’s Champions League between 1956 and Olympique Lyonnais, plays a major role in the devel-
1960. Domestically, the OL women won their 14th straight opment of women’s football through his commitment
women’s Division 1 title and their ninth Coupe de France. to the European Club Association’s Women’s Football 12
Committee, of which he has been president since 2012, to
Owing to their high playing standards and the high-quality
FIFA’s Professional Women’s Football Task Force, which
facilities that host their matches, the OL women’s team
he joined in 2019 at the request of its chairman, Gianni 13
are attracting ever more spectators, in particular for the
Infantino, and, at national level, as a member of the French
top Division 1 clashes and for the Champions League
Football Federation’s Executive Committee since 2017.
fixtures played at Groupama Stadium. The reputation of
14
the team, viewed as a leading force in women’s football, To this end, Olympique Lyonnais has got together with
is steadily growing, and it has always had a playing staff of other professional clubs to establish the Association du
the highest calibre. Football Professionnel Féminin (AFPF, French women’s
15
professional football association) in January 2020 with
The consistently outstanding results of the women’s the aim of giving women’s professional football a united
professional team are based in part on the young players voice nationally. To meet the various challenges yet to
16
trained at the women’s academy. Located in Meyzieu be addressed after the Women’s World Cup was held in
and inaugurated in August 2016, it is the first mixed-sex France – with Olympique Lyonnais proud to have been
training academy in France and benefits from Olympique represented by 15 international players and have had 17
Lyonnais’ unique savoir-faire in sports training. the honour of hosting the competition’s semi-finals and
final matches at Groupama Stadium – raising profes-
All the plans introduced in the OL Academy are imple-
sional standards in women’s football is one of the AFPF’s
mented in both the men’s and women’s sections and there 18
main priorities. As it strives to establish a robust business
is regular contact and exchange of information between
model, the AFPF intends to energise French women’s
them. Numerous professional players, both male and
football and make it competitive internationally. Through 19
female, were trained at the OL Academy and now play for
its active participation in industry discussions, Olympique
the men’s and women’s first teams, demonstrating the
Lyonnais reaffirms its commitment and relentlessly
Club’s strong commitment to training and especially to
pursues the development of women’s football. 20
equality between the sexes at every level. To achieve this
goal, in line with the current drive across society, equal
opportunities for men and women lie at the forefront of
21
Olympique Lyonnais’ activities at the OL Academy.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 41
5. BUSINESS OVERVIEW
Encouraging and supporting the amateur sport a paragraph included therein reminds them of the regula-
Olympique Lyonnais has always aimed to play a role in tory and legal framework.
the Auvergne-Rhône-Alpes region’s amateur associa- - Players and employees are made keenly aware of
tions. Today, 29 partner clubs from the Sport and Sport the prohibition on sports betting. These principles are
Excellence networks benefit from a close relationship, repeated orally at the player’s pre-recruitment inter-
exceptional service quality and numerous other services view and at contract signing. Checks were carried out
provided by Olympique Lyonnais. on Olympique Lyonnais players, as they were on all other
players, in cooperation with the Online Betting Regulation
• Events Authority (Autorité de Régulation des Jeux en Ligne) and
the LFP in their efforts to identify players who place bets.
To include its partner clubs in events at Groupama
All OL professional players under contract have been
Stadium, Olympique Lyonnais has programmes that allow
found to be in compliance with regulations. As part of the
their members to be ball boys and girls, to participate in
sponsorship agreement between Olympique Lyonnais
the Orange U15 challenge at half time, or in the Club’s and FDJ, a programme to increase awareness of and to
solidarity initiatives (e.g. U9 telethon) and get free tickets prevent risks related to gambling in general, and sports
to matches. The partner clubs can also use Groupama betting in particular, was organised for administrative
Stadium’s private boxes during certain matches to enliven employees, players and sport staff during the 2019/20
their own support networks. financial year.
- Players and employees are also warned against doping
• Training and/or the use of harmful substances. Players agree to
Through its training academy, Olympique Lyonnais invests take anti-doping tests when they are requested to do so.
in the professional training of its partner clubs’ coaches. The Group tolerates no exception to this rule and tells
During the 2019/20 season and before the lockdown, 9 (of players they must take these tests willingly and immedi-
the 24 planned) topics were addressed during 18 (of the ately. OL players were tested for doping during the 2019/20
44 planned) days of training for 96 coaches. In addition, an season, and all tests were negative.
11-month sports marketing executive training programme - The Group also monitors payments to the various parties
began in June 2020 with 12 participants enrolled, as did a involved in player transfers so as to avoid any money
BPJEPS programme which leads to an officially recognised laundering or other irregularities in the movement of
diploma as a trainer and monitor, together with FORMAPI funds.
and FBBP01, including 4 of OL’s futsal players and trainees - Lastly, in compliance with law no. 2016-1691 of
from partner clubs. 9 December 2016 (the Sapin 2 law), OL Groupe has imple-
mented a whistleblowing system that allows personnel
• Employability to report suspicious activity and guarantees that their
Owing to Olympique Lyonnais’ numerous training and reports are handled confidentially.
knowledge sharing partnerships with foreign clubs
(Lebanon, Vietnam, China, Senegal, Morocco, etc.), foreign
job opportunities are regularly offered to the network of
3. Large infrastructure manager committed
amateur partner clubs. The coaches selected are specially
trained at the OL Academy before sharing OL’s expertise
to protecting the environment
with these foreign clubs. Building and operating large facilities such as Groupama
Stadium, the training centre and the OL Academy require
Olympique Lyonnais to consider the social, environmental
Measures for combating potential harmful developments
and economic consequences of these facilities and the
such as corruption, betting and unfair competition
activities that take place within them.
Football is not exempt from corruption, and certain
highly publicised scandals have cast a spotlight on the During the 2019/20 season, Olympique Lyonnais’ CSR
problem. Conscious of the existence of corruption and programme gained further traction. It is focused on
other illicit practices undermining sports and society at environmentally friendly management of the stadium,
large, Olympique Lyonnais has developed a number of relationships with stakeholders to forge closer ties with
tools to understand them and bring them under control. the local community and achieve the direct and indirect
The Group’s internal regulations state certain fundamental impact on employment and economic development. Many
principles and warn all employees against unscrupulous of the Club’s departments are affected by or work on these
practices that could harm the Company: issues.
- The internal regulations warn all employees against The Club’s green ambitions have given rise to an innova-
accepting gifts or gratuities from customers or suppliers; tive partnership with Veolia, a longstanding partner of
2
its professional men’s team. Since the 2019/20 season, installations will generate electricity for its own consump-
the Veolia group has been Olympique Lyonnais’ environ- tion and for storage purposes (to manage load) and also
ment partner. Every month since September 2019, a to resell surplus green energy to the region. Applications
3
work group made up of employees from both groups has for a permit have been submitted with the support of an
met to establish and improve environmental protection integrator and a partner investor. Commissioning is antici-
practices by drawing on Veolia’s various areas of expertise. pated in the second half of 2022. Note that since Groupama 4
OL Groupe’s carbon footprint®, which was scheduled to Stadium entered service, 100% of the electricity consumed
be completed in spring 2020 in partnership with Veolia’s on the site has come from renewable sources, with
2EI subsidiary, had to be postponed until the autumn. It TÜV SÜD certification. Purchasing this energy also 5
aims to quantify the carbon impact in a year serving as a contributes to the Nature Option Energie fund, which
benchmark for future years and identify where reductions finances research into and the development and construc-
can be made. This greenhouse gas emission assessment tion of new renewable hydro, wind and solar powered 6
is one of the commitments made by the Club, which also energy sources in France.
signed up to the City of Lyon’s Territorial Climate Air and
Energy Plan in November 2019. Other areas being looked Water consumption 7
at with Veolia include raising public awareness concerning
OL Groupe’s activities consume a large volume of water,
drinking water, internal waste sorting measures and
and use of this resource is closely monitored. To do this,
circular economy innovations. The goal is to implement 8
the Technical Department introduced leak detection
various initiatives from the 2020/21 season onwards.
systems and valves to produce an immediate reaction
should a malfunction occur (water circuit-breaker, pilot 9
Olympique Lyonnais continues to build on the momentum
valves, alarm system). These installations were brought
it achieved during the stadium design phase, which led in
into service in September 2020.
2018 to its joining the 15 eco-responsible commitments
10
charter, which was established by France’s ministry for
sports and WWF France to set common goals for all Transport and accessibility
participants in the French sports sector. Transport constitutes one of OL Groupe’s principal sources
11
of greenhouse gas emissions. This was the conclusion of
Energy consumption a carbon assessment carried out in 2010, which remains
valid today given that 100% of the electricity consumed
OL Groupe’s energy consumption is significant and 12
constitutes a strategic focus area within the Technical in Groupama Stadium comes from very low-emission
Department. Since 2017, certain building management renewable sources. Efforts to reduce these emissions are
tools have gradually been deployed to assess the major therefore focused on spectator transport on event days, 13
categories of water and electricity consumption, with an employee and supplier transport, and team travel.
eye to reducing them. Not only have considerable improve- Groupama Stadium’s accessibility was considered from the
ments been made in managing consumption on match design stage and promotes low-impact transport modes in 14
days (per scenario configurations, additional verifica- several ways. There is a 500-space bicycle parking area,
tion rounds), but specific actions continue to be imple- and special OL matchday services operate (satellite car
15
mented to enhance the stadium’s operation outside of parks, bus shuttles and tram services) to keep transport
major event days. This is because 80% of the stadium’s services flowing smoothly and to carry supporters over
total consumption relates to its everyday operation. The the “last mile” to the stadium. The average percentage of
16
regulatory energy audit carried out during the 2019/20 spectators using public transport to get to the stadium has
season showed the impact of efforts made to manage been stable at 50%.
buildings carefully and efficiently, with potential improve- To enhance the accessibility on a daily basis, a 17
ments identified in the management of certain aspects N1 self-driving electric shuttle has operated for visitors
(hot and cold water circuits, among others). and employees since November 2019 between the Décines
In addition, Olympique Lyonnais tested during the 2019/20 Grand Large T3 tram stop and Groupama Stadium. From 18
season an application developed by a start-up company 2 November 2020, the T7 tram line will provide a connec-
specialised in smart buildings to fine-tune its pitch heating tion between Vaulx-en-Velin la Soie and Décines OL Valley,
systems so as to guarantee quality while limiting thermal with services running every 15 minutes during the day. 19
fluid consumption. Following this preliminary set of This is a welcome addition to the network given that the
measurements, the programme was extended to cover leisure & entertainment centre is due to open in February
the 2020/21 season and will be used in addition to all 2021 and is forecast to attract close to 900,000 visitors p.a. 20
Groupama Stadium’s existing monitoring systems.
Lastly, Olympique Lyonnais’ plan to set up photovoltaic
21
facilities at Groupama Stadium is now going ahead. These
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 43
5. BUSINESS OVERVIEW
waste generated, particularly on major event days. There Electricity consumption 8,468 MWh 9,370 MWh 10,412 MWh
is a waste collection area in the stadium, with separate Water consumption 30,362 m3 85,032 m3 105,525 m3
skips for glass, bio-degradable items, ordinary indus- Percentage of spectators
using public transport on match 51% 48% 50%
trial waste, packaging and household waste, in line with
or major event days
the new rules on sorting waste into five types. Additional 342 metric 426 metric 366 metric
Waste produced
collection arrangements have been added since 2017, tons tons tons
particularly for paper, plastic and aluminium cans, and Percentage of waste recycled 29% 29% 30%
pallet wood. Quantity of food collected 6.5 metric 5.9 metric 3.9 metric
by Food Bank tons tons tons
OL Groupe has selected a new provider of cleaning Number of major events
25 36 35
services, with the objective of improving waste sorting (sports and concerts)
and therefore increasing the percentage of recycled waste. Number of seminars 276 446 399
2
These quality of life at work initiatives are implemented include working in various capacities with Sport dans
by employees with the support of the HR department. la Ville, enabling children treated at the Femme Mère
They can help to build closer ties between teams, facil- Enfant Hospital to take part in recreational or creative
3
itate cross-functional cooperation and make for a better activities, managing and distributing food with the Rhône
work/life balance. département Food Bank, etc. Since this programme was
implemented, nearly 30% of employees have on average
4
In addition, Olympique Lyonnais introduced during the taken part each year, with a very high satisfaction rate.
2019/20 season an induction programme, originally
designed during the 2018/19 season, to support new Employee dialogue 5
employees. It helps them not only to learn the ropes of
Every Group entity has its own Social and Economic
their new job, but also to get to know their new work
Committee (Comité Social et Économique). The Group
environment.
now has 24 principal representatives and six alternates. 6
They represent all personnel in the Group and its subsid-
This induction programme is intended for and caters to
iaries and ensure ongoing labour-management dialogue.
the specific needs of all groups of Olympique Lyonnais’
There is dialogue in all areas in the Group, as the sporting 7
employees:
segment also has elected player representatives.
• The professional players, male and female, are invited to
attend a welcome meeting led by the Executive Committee, During the 2019/20 season, a collective working hours 8
which presents all of the Group’s activities beyond football agreement was negotiated with the employee represent-
and raises their awareness of the aspects that could have atives of each Group entity with a view to adapting and
a direct impact on them. They also visit the OL Museum harmonising the work organisation to factor in the specific 9
to better understand the Club’s history and development. characteristics of the Group’s activities. Sections 1 and 2
• The players, employees and volunteers in the of the agreement cover how administrative staff’s working
10
OL Academy attend induction seminars including a hours may be adjusted. As such, these two sections do not
presentation of the Group’s and the OL Academy’s opera- apply to employees involved solely in sporting activities.
tions. They also visit the OL Museum, the stadium and the The collective agreements were entered into in January
11
Training Center. 2020 and then filed and published in line with the legis-
• All new administrative employees follow a programme lation in force, taking effect as of 1 July 2020 for a stated
enabling them to quickly and efficiently understand period of two years.
12
Olympique Lyonnais’ overall environment, their depart-
ment and the other departments with which they will Lastly, social and cultural activities are managed collec-
interact, as well as their own job responsibilities. They tively by the inter-company works council, to which the
13
attend a welcome day including a tour of the facilities, Group contributed €521 thousand for the 2019/20 season.
meet support personnel, learn about stadium events on
a day called "Vis ma Vie Jour de Match" (the Matchday Training: leading the development of skills 14
experience), and benefit from a day of training on the in an age of social distancing
Group’s IT tools. Amid the deregulation of professional training, which
remains subject to certain budgetary requirements, the 15
The unprecedented public health situation that arose public health and ensuing economic crisis accelerated
during the season disrupted the quality of life at work the change that began with the reform introduced in
programme, as employees needs and expectations 2018. Progress under the skills development plan for 16
changed significantly. To support them as effectively as employees can be broken down into two distinct phases:
possible, safeguard proper working conditions and keep at a pre-Covid-19 period when OL continued to pursue its
bay the psychosocial risks that the situation could trigger, dynamic and forward-looking programme to align the 17
the Group took a raft of concrete measures to keep lines Club’s HR potential with the skills it requires, in keeping
of communication open with its employees and to cultivate with the Group’s strategy. Then OL had to completely
18
solidarity, kindness and mutual support. These include a rethink its work organisation almost overnight.
photo competition on the theme of “Taking the positives
from lockdown”, access to online sport classes, special That inevitably involved new ways of working and, conse-
19
guidance for managers on how to help to maintain their quently, training needs arose that needed to be met as
relationships with teams and to adapt their management swiftly as possible. The training function showed its agility
style to the situation. by reacting very rapidly, transforming the temporary hiatus
20
into an investment in skills by making use of the govern-
Lastly, since the 2017/18 season, the Group has given ment programmes (FNE), by accelerating its educational
its employees the opportunity to volunteer with OL innovation and by introducing less costly training solutions
21
Foundation during their working hours. Possibilities (shorter training programmes, remote training).
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 45
5. BUSINESS OVERVIEW
Professional training still represents for OL a crucial for adjustments to facility access arrangements and for
means of investing in, organising and structuring the one-way systems to be introduced within workspaces
Club ready for a recovery. It helps employees to fulfil their with floor-based arrows signalling the direction of travel,
potential, to consolidate their skills and underpins the workstation adjustments, increased cleaning services and
Club’s sustainable development. In 2019/20, a budget stringent health measures such as the mandatory wearing
of €400 thousand was devoted to training in addition of facemasks, hygiene kits stationed around facilities and
to the mandatory contributions. More than 1.48% of posters displaying key messages. It also contains a special
the payroll was thus devoted to individual training for procedure for suspected cases, with the appointment of a
employees. Close to 219 interns (i.e. 138 employees) were Covid-19 coordinator.
trained, representing a total of over 9,000 training hours.
What’s more, the temporary "OL PROTÈGE" plan was
Management has undertaken to continue and to step up
rolled out under which any individual working at Groupama
this policy of bold investment.
Stadium may request a medical check-up from a doctor
independent of OL.
Solidarity-based HR policy
Olympique Lyonnais has undertaken to combat all forms Lastly, the Group now has a safety officer responsible for
of discrimination within its organisation, especially as an monitoring health and safety measures and professional
employer. risks. Health and safety issues are discussed regularly
Olympique Lyonnais has pioneered the development of with the relevant employee representatives.
and helped raised standards in women’s football since
2004 and also wants to be a driving force for profes- More generally, all forms of discrimination are strictly
sional equality between men and women in recruitment, prohibited by the Group’s internal regulations.
employee status and internal promotion, while taking into
account the specific nature of the Group’s business.
Olympique Lyonnais has two teams – men’s and women’s –
whose players have professional status and enjoy similar
facilities in the Groupama OL Training Center. Each team is
supported by a dedicated coaching staff. The OL Academy,
in operation since August 2016, is the first mixed-sex
training academy in France and offers training to over
300 young players, both male and female.
Women account for 28% of OL Groupe’s headcount,
including 26% of its managers, a population in which
the representation of women has increased steadily for
several years now.
Health/safety policy
In accordance with its obligations, the Group introduced
a Combined Risk Evaluation Document, so as to better
evaluate risks by business activity. This document is
regularly updated, most recently to take into account the
public health crisis and the preventative measures that
needed to be introduced to address the risks arising from
the Covid-19 pandemic.
In conjunction with the doctors in its workforce and with
the support of the occupational physician, Olympique
Lyonnais drew up a preventative health and safety plan
to keep its employees safe and well throughout the
various stages of the public health crisis, in conjunc-
tion with employee representatives. The plan provides
6. ORGANISATIONAL STRUCTURE
2
OL Groupe
7
OL Loisirs Académie 8
Asvel OL Olympique Lyonnais OL Groupe
Le Travail Réel Gol de Placa 33.33% Asvel Beijing OL FC OL Partner Développe- Médicale
30% 45% 95%
Production SASU LLC ment de Football
10% men’s team 50% 100% 100%
10.20% Asvel 100% 51%
women’s team 9
Agreement(1)
OL Reign 11
(football club)
89.5%
(1) OL Association: the operating terms of the contract entered into by Olympique Lyonnais and Association Olympique Lyonnais are described 12
in Chapter 20, “Material contracts” of the 2019/20 Universal Registration Document.
The percentage equity ownership figures stated in the organisation chart above are identical to the voting right percentages
13
for each entity.
6.2 DESCRIPTION OF THE PRINCIPAL OPERATING a company based in the state of Washington. With this US 14
entity, OL Groupe became a shareholder of the NWSL,
SUBSIDIARIES
alongside the other teams in this fast-growing league.
15
Olympique Lyonnais SASU
Olympique Lyonnais was incorporated in April 1992.
Its main purpose is to organise men's professional
Beijing OL FC 16
team matches, and to manage the professional This company was established on 9 March 2017. Its
team by acquiring and selling players, and to operate purpose is to raise Olympique Lyonnais’ profile, increase
Groupama Stadium, which it owns. Furthermore, its brand value and exploit its know-how (particularly 17
it promotes the Olympique Lyonnais brand through in player training) in the People's Republic of China,
retailing, marketing and distribution of derivative products Hong Kong, Macao and Taiwan.
18
relating to the Club's business activity and produces televi- The Group owns 45% of the share capital of Beijing OL FC,
sion programmes and corporate films, advertisements, with IDG European Sports Investment Ltd holding the
events-based programmes and documentaries. other 55%.
19
OL Reign OL Production 20
OL Groupe acquired the assets of Reign FC, an inaugural This company was incorporated on 20 August 2019. Its
member of the National Women’s Soccer League (NWSL) purpose is to produce, design, stage, promote, provide
21
in December 2019. The assets are held by OL Reign, artistic management of and organise shows, events and
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 47
6. ORGANISATIONAL STRUCTURE
2
6.3 PROPERTIES AND FACILITIES 4/ OL Museum
During the 2017/18 financial year, the Group inaugu-
The Group's principal property investments are as follows: rated the OL Museum located in Groupama Stadium. The 3
museum represented an investment of €3.1 million in
improvements.
1/ Groupama Stadium 4
Groupama Stadium entered service on 9 January 2016. Its
principal characteristics are as follows:
• Capacity: ca. 59,000 people (including 6,000 VIP seats); 5
Please see also Note 6.2 to the consolidated financial
• Size: approx. 6 hectares (15 acres), housing: statements.
- OL Groupe head office premises, located on 3,000 sq. m. 6
of space within the stadium perimeter;
- the OL Store (approx. 830 sq. m.);
7
- a trophies room and a museum;
- a 51,486 sq. m. plaza that hosts various events and
constitutes a place for relaxation and enjoyment for all; 8
- 1,600 of the 6,700 parking spaces available on site,
underground.
9
The stadium represented more than €410 million in
gross property, plant & equipment on the balance sheet
as of 30 June 2020. This property, plant & equipment was 10
initially recognised at acquisition cost. The component
approach was then applied (construction, fittings, IT equip-
ment, office equipment) so as to depreciate the individual 11
14
2/ Groupama OL Training Center
Construction of the new training centre for the profes-
15
sional team, with five pitches (one synthetic pitch and
a main pitch with 1,500 seats) and an indoor, synthetic,
half-size pitch began in the 2014/15 financial year. The
16
training centre entered service in July 2016 and repre-
sented a total gross investment of €23.3 million as of
30 June 2020.
17
3/ Groupama OL Academy
18
During the 2015/16 financial year, Association Olympique
Lyonnais launched the construction of the new
OL Academy building in Meyzieu, which was completed in
19
August 2016.
Construction of this facility represented a total gross
investment of €15.7 million as of 30 June 2020. 20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 49
50 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
7. FINANCIAL POSITION AND EARNINGS 1
7. FINANCIAL POSITION
2
AND EARNINGS 3
4
We invite you to read the following information relating to
the Group's financial position and earnings. The consol-
idated financial statements for the financial year ended 5
30 June 2020 have been prepared in accordance with IFRS
(standards, amendments and interpretations).
6
13
Payment terms
In accordance with Article L441-6-1 of the French Commercial Code, information on outstanding supplier payables and
customer receivables is presented below:
14
Article D.441-I.-1°: past-due invoices RECEIVED and not yet Article D.441-I.-2°: past-due invoices ISSUED and not yet paid
paid as of the year-end closing as of the year-end closing
0 days 0 days
91 or 91 or
(infor- 1-30 31-60 61-90 (infor- 1-30 31-60 61-90 15
more Total more Total
mation days days days mation days days days
days days
only) only)
Number of invoices 36 3 3
(B) Invoices excluded from (A) related to disputed or unrecognised debts or receivables
19
Number of excluded invoices 1
Total amount of excluded invoices
14
(in € 000, incl. VAT)
20
(C) Benchmark payment terms (contractual or legal – Article L441-6 or L443-1 of the French Commercial Code)
Payment terms used to calculate Contractual terms: 60 days Contractual terms: 45 days end of month
late payments Legal terms: 45 days end of month Legal terms: 45 days end of month 21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 51
7. FINANCIAL POSITION AND EARNINGS
Non-deductible expenses When matches were halted in mid-March and the Ligue 1
In accordance with Article 223 quater of the French Tax season prematurely ended after Matchday 28, the Club
Code, OL Groupe hereby declares that its financial state- was locked into 7th place (men’s team) vs its 3rd place finish
ments for the year ended 30 June 2020 included expenses in 2018/19. In European competition until mid-March
of €51,840 that were not deductible for tax purposes, as 2020, Olympique Lyonnais took part in the group stage
defined by Article 39.4 of the same Code. Tax paid on these of the Champions League and played in the first leg of
non-deductible expenses was €14,515. the round of 16. The competition resumed in August 2020
(2020/21 financial year) and Olympique Lyonnais reached
Appropriation of net profit/loss the semi-final stage. In addition, the Club reached the
The financial statements for the financial year ended semi-final of the Coupe de France and qualified for the
30 June 2020 show a profit of €1,484,352.38. final of the Coupe de la Ligue, played in July 2020 (2020/21
At the Ordinary Shareholders' Meeting, shareholders will financial year).
be asked to appropriate net profit as follows:
- Legal reserve . . . . . . . . . . . . . . . . . . . . . . . . . . €74,217.62 Breakdown of revenue (1 July to 30 June)
- Retained earnings . . . . . . . . . . . . . . . . . . . €1,410,134.76 (in € m) 2019/20 2018/19
Change
% change
N vs N-1
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . €1,484,352.38
Ticketing 35.5 41.8 -6.3 -15%
Following appropriation of 2019/20 earnings, retained
of which French Ligue 1
earnings will stand at €37,825,362.71. 23.5 31.6 -8.1 -26%
and other matches
of which European
12.1 10.2 1.9 19%
competitions
Media and marketing
7.1.2 Key financial and non-financial, performance rights
97.6 122.0 -24.4 -20%
indicators relating to the Company’s business of which LFP-FFF 33.0 50.8 -17.8 -35%
of which UEFA 64.7 71.2 -6.6 -9%
Sponsoring – Advertising 27.2 31.3 -4.2 -13%
Although the company's finances were hard hit by the
Brand-related revenue 13.6 16.0 -2.4 -15%
Covid-19 public health crisis, the Club's overall on-the-
of which derivative
pitch performance was high in the 2019/20 season. 8.4 10.3 -1.9 -18%
products
Olympique Lyonnais was the only European club to see of which image/video
5.2 5.7 -0.5 -10%
all of its teams (men's, women's and youth) qualify for the and other
final phases of UEFA competitions. Events 6.7 9.7 -2.9 -30%
of which seminars
During the 2019/20 season, the men's team competed 4.4 5.4 -1.0 -18%
and stadium tours
in their 23rd consecutive European cup and reached the of which major events 2.3 4.2 -2.0 -46%
semi-final of the Champions League, after eliminating Revenue excluding
180.7 220.9 -40.2 -18%
player trading
Juventus in the round of 16 and Manchester City in the
Revenue from sale
quarter-final. The team also reached the semi-final in 90.9 88.2 2.7 3%
of player registrations
the Coupe de France (against PSG) and the final of the
Coupe de la Ligue (against PSG). The women’s team Total revenue* 271.6 309.0 -37.5 -12%
achieved a quadruple, collecting their 14th consecutive * New method of accounting for player trading and creation of an
French Division 1 title, their 7th UEFA Women's Champions alternate performance indicator (API).
League title (including five consecutive), their 9th Coupe On 16 June 2020, IFRIC (the IFRS interpretations committee)
published a decision concluding that proceeds from player trans-
de France and winning the first edition of the Trophée fers could no longer be recognised as “revenue” and that only the
des Championnes in September 2019. The youth team, gain or loss on the sale of player registrations should be reco-
meanwhile, reached the quarter-final of the Youth League. gnised on a line dedicated thereto in the income statement.
For Olympique Lyonnais, player training and trading have always
been an integral part of the Group’s business model. As proceeds
Revenue from the sale of player registrations have been a recurrent, fully-
The Group’s performance has been severely impacted fledged business activity in the strategic plan, these amounts had
by the Covid-19 pandemic, which caused the Group’s historically been recognised as revenue.
principal activities to be halted in mid-March (except for So as to track the Group’s overall business activity and how well
it achieves its strategic plan, the Group has decided to create an
e-commerce). In 2019/20, revenue totalled €271.6 million, Alternate Performance Indicator (API) as of 30 June 2020 called
down 12% from €309.0 million in 2018/19. “Total revenue”. This indicator corresponds to the previous defi-
nition of “Total revenue”, i.e. revenue excluding trading plus
As a reminder, in the first nine months of the 2019/20 proceeds from the sale of player registrations.
financial year, the Group had excellent momentum, with This change in the method of accounting for player trading will
revenue totalling a record €265.7 million, up €41.9 million have no impact on EBITDA or on consolidated operating profit.
or 19% from €223.8 million in the year-earlier period.
2
Revenue excluding player trading in 2019/20: €180.7m Average matchday revenue for all competitions combined
(down €40.2m or 18% from €220.9m in 2018/19) (men’s professional team) totalled €1.9 million in 2019/20
Covid-19 impact estimated at €-50m (same as in 2018/19), generating a gross margin of 51% 3
(vs. 52% in 2018/19). Average revenue per spectator came
Growth in the Group's businesses, which reached a record to €43, vs €40 in 2018/19. The number of Ligue 1 season
level during the first nine months of the financial year ticket holders increased by 7% to 22,533 in 2019/20, vs 4
(up 19%), was suddenly halted by Covid-19 in mid-March 21,130 in 2018/19.
2020 when all lines of business (except e-commerce)
were put on hold. The opportunity loss this represented 5
• Media and marketing rights
for full-year 2019/20 revenue is estimated at €50 million Media and marketing rights were hit hard when matches
(excluding player trading). were suspended in mid-March and totalled €97.6 million, 6
Revenue (excluding player trading) totalled €180.7 million vs €122.0 million in 2018/19 (down €24.4 million or 20%).
in 2019/20, down €40.2 million or 18% compared with the
previous year (€220.9 million). Domestic media rights (LFP, FFF) totalled €33.0 million 7
in 2019/20, vs €50.8 million in 2018/19.
• Ticketing revenue The early end to the 2019/20 Ligue 1 championship, at
8
Ticketing was hit hard by the termination of all sporting Matchday 28, had two important consequences:
activities in mid-March, as a result of the Covid-19 public - Canal+ and beIN made partial payments of broad-
health crisis, and totalled €35.5 million (vs €41.8 million casting rights to the LFP, generating a negative impact 9
in 2018/19), a decline of €6.3 million, or 15%. on the Club’s portion of LFP media rights, estimated at
Ticketing revenue from Ligue 1 (and other) matches €12.9 million. This was offset by an exceptional payment of
suffered from the sudden halt to the championship on the same amount from the LFP and recognised as “Other 10
13 March (six home matches could not be played) and ordinary income and expenses” during the financial year;
totalled €23.5 million in 2019/20, vs €31.6 million - the Club finished the abbreviated Ligue 1 season in
11
in 2018/19, a decline of €8.1 million or 26%. The Club 7th place vs 3rd place in the previous season, depriving
estimates the opportunity loss on Ligue 1 ticketing revenue it of an estimated €6.3 million in revenue and of its 24th
at around €10 million. consecutive participation in European cup play during the
12
2020/21 season.
OL's average Ligue 1 attendance was 47,298 in 2019/20,
more than double the Ligue 1 average of 22,546 fans. At the same time, LFP/FFF media rights were boosted,
The number of Ligue 1 season ticket holders also rose to to a lesser extent, by the Club’s excellent performance in 13
the Coupe de France (semi-final) and in the Coupe de la
22,533 in 2019/20, up from 21,130 in 2018/19.
Ligue (final).
In the 2019/20 financial year, proceeds from European 14
ticketing totalled €12.1 million. European ticketing
International media rights (UEFA) totalled €64.7 million
revenue included receipts from the four Champions vs €71.2 million in 2018/19 and were impacted by the
League matches played at home (3 group stage and suspension of the Champions League in mid-March and 15
1 round of 16). The Club set a new matchday revenue* its resumption in August 2020 (2020/21 financial year).
record at the round of 16 match against Juventus (more
For the 2019/20 financial year, therefore, UEFA media 16
than €6 million). In the 2018/19 financial year, European
rights included only the revenue from the Champions
ticketing revenue totalled €10.2 million (3 matches,
League group stage and the first leg of the round of 16
Shakhtar Donetsk with no spectators). In contrast to
match against Juventus, played on 26 February. 17
Ligue 1, the 2019/20 Champions League competition,
The 2019/20 Champions League competition resumed
suspended in mid-March, was resumed in August (2020/21
in August 2020 (2020/21 financial year) in the form of
financial year) in the form of a “Final 8”, with a series 18
a “Final 8”, with a series of instant-knockout matches.
of instant-knockout matches in Lisbon. After defeating
After defeating Juventus in the round of 16 second leg,
Juventus in the round of 16 second leg, Olympique
Olympique Lyonnais knocked out Manchester City in the
Lyonnais knocked out Manchester City in the quarter- 19
quarter-final before bowing out in the semi-final to Bayern
final before bowing out to Bayern Munich in the semi-final. Munich, who went on to win the competition. The UEFA
The Club estimates the opportunity loss in ticketing on the media rights revenue associated with these matches, 20
Champions League quarter-final and semi-final matches played in August 2020, totalled around €25 million and
at €12-15 million. were recognised in the 2020/21 financial year.
21
* Matchday revenue: general admission and VIP ticketing, matchday derivative products, catering commission.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 53
7. FINANCIAL POSITION AND EARNINGS
• Sponsoring and advertising revenue Events revenue (major events, seminars and stadium
Sponsoring and advertising revenue was also hit by the visits) totalled €6.7 million in 2019/20, vs €9.7 million in
mid-March suspension of activities, as a result of which 2018/19. The full impact of the Covid-19 crisis on 2019/20
26% of matches were not played. It totalled €27.2 million events revenue is estimated at €11 million.
in 2019/20, down €4.2 million or 13% from €31.3 million
in 2018/19. The impact of the Covid-19 pandemic on this
Revenue from sale of player registrations in 2019/20:
revenue category was limited to around €5 million through
€90.9m (up €2.7m or 3% from €88.2m in 2018/19)
renegotiation of a certain number of sponsorship agree-
ments. Covid-19 impact on unrealised, end-of-season trading
estimated at €50m
• Brand-related revenue The Group earned substantial proceeds from sales
Brand-related revenue also suffered from the shutdown of player registrations in the 2019/20 financial year:
of activities in mid-March and totalled €13.6 million in €90.9 million, up €2.7 million or 3% from 2018/19.
2019/20, vs €16.0 million in 2018/19. The transfers of Tanguy Ndombélé to Tottenham
Derivative products totalled €8.4 million in 2019/20, down (€47.6 million) and Nabil Fékir to Real Betis (€19.8 million)
€1.9 million or 18% from €10.3 million in 2018/19, as all during the 2019 summer transfer window, and of Lucas
bricks-and-mortar boutiques were closed for more than Tousart to Hertha Berlin (€21.1 million) during the 2020
two months and six home Ligue 1 matches were not played winter transfer window accounted for the lion’s share of
(including OM and Monaco, two matches that attract large this amount. There were no transfers in June 2020.
crowds). Only the e-commerce business continued to The player trading business generates a recurring revenue
operate from mid-March onwards. The bricks-and-mortar stream for the Group. Over the last three years, it has
stores reopened progressively from mid-May onwards. The generated on average more than €100 million in revenue
impact of Covid-19 on derivative products is estimated at and more than €90 million in capital gains p.a.
nearly €2 million in 2019/20.
This encouraging performance again demonstrated that
Other brand-related revenue totalled €5.2 million, vs
OL Groupe’s strategy – based on a top-notch academy,
€5.7 million in 2018/19.
recruitment of very talented young players and an ability
to unlock their full on-pitch and financial potential – is a
• Events highly effective one.
The French government’s ban on large gatherings
According to the CIES Football Observatory (October 2019
prompted cancellations and numerous postponements of
rankings), the OL Academy was the third-ranked academy
a busy programme of shows. Likewise, the seminar and
in Europe, trailing only the Real Madrid and FC Barcelona
stadium tours business was halted in mid-March.
facilities. Olympique Lyonnais was ranked third among
Revenue from major events totalled €2.3 million, down
training academies in France in 2019/20 (July 2020 ranking
€2 million or 46% from €4.2 million in 2018/19. The
approved by the DTN, the French technical technical
Women’s World Cup matches of 2, 3 and 7 July 2019
directorate, and validated by the joint commission for the
were, in the end, the only major events held at Groupama
professional football collective bargaining agreement).
Stadium during the financial year. The Paul McCartney
concert and Monster Jam, initially scheduled for 7 and Nevertheless, the LFP’s premature decision to end the
27 June 2020, respectively, were cancelled, as was the Ligue 1 season, whereas the other major European
France/Finland match scheduled for 31 March 2020. Other championships decided to finish their 2019/20 seasons
events were postponed, such as the first Felyn festival, during the summer, prevented international transfers
initially scheduled for 19-20 June 2020 and postponed to from going ahead at the end of the season. OL Groupe
18-19 June 2021, the Groupama private concert, initially estimates it suffered an opportunity loss of €50 million in
planned for 5 June 2020 and postponed to 2020/21 or 2019/20 on this business activity.
2021/22, and the Rammstein concert, initially scheduled
for 9-10 July 2020 and postponed to 9-10 July 2021.
Revenue from seminars and stadium visits totalled
€4.4 million in 2019/20, down €1 million or 18% from
€5.4 million in 2018/19. During the period and until
15 March 2020, nearly 27,000 people participated in
seminars (more than 38,000 in 2018/19) and more than
25,000 people toured the stadium (nearly 40,000 in
2018/19). Seminars and stadium visits resumed in July,
with strict adherence to public health measures.
2
Player trading in 2019/20 - Bruno Guimaraes from Athletico Paranaense (January
In December 2019, two key players, Memphis Depay and 2020), 4.5-year contract,
Jeff Reine-Adelaïde, suffered long injuries, requiring - Camilo Reijers from Ponte Preta (January 2020), 4.5-year 3
the Club to recruit new players in January 2020 (Camilo, contract,
Guimaraes, Kadewere, Toko-Ekambi). These transfers - Karl Toko-Ekambi from Villareal (January 2020), loan
generated a significant increase in the following line until June 2020, then 4-year contract. 4
items: personnel costs, player registration assets, net
liabilities on acquisition of player registrations and amorti-
sation of player registrations. Free agents signed 5
- Ciprian Tatarusanu from Nantes, 3-year contract,
Arrivals, departures, contract extensions - Nicolas Fontaine from Leipzig, 3-year contract,
6
Following the departure of Dorian Grange, Olivier Kemen, - Héritier Deyonge from PSV Eindhoven, 3-year contract,
Dylan Mboumbouni and Jérémy Morel, whose contracts
- Eli Wissa from Laval, 3-year contract.
expired as of 30 June 2019, OL SASU completed the 7
following transfers during the 2019/20 financial year:
First professional contracts from the start of the 2019/20 season
Sales of player registrations - Titouan Thomas, 3-year contract, 8
- Timothé Cognat to Servette Geneva (July 2019), - Rayan Cherki, 3-year contract,
- Tanguy Ndombélé to Tottenham Hotspur (July 2019), - Melvin Bard, 3-year contract, 9
- Hamza Rafia to Juventus (July 2019), - Boubacar Fofana, 4-year contract,
- Nabil Fékir to Real Betis (July 2019), - Malcom Barcola, 3-year contract,
10
- Yassin Fékir to Real Betis (July 2019), - Paul Devarrewaere, 3-year contract,
- Gédéon Kalulu to Ajaccio (July 2019), - Théo Ndicka, 3-year contract,
- Zachary Brault-Guillard to Montreal Impact (January - Cédric Augarreau, 3-year contract. 11
2020),
- L ucas Tousart to Hertha Berlin (January 2020), but
First professional contracts from the start of the 2020/21 season 12
loaned to OL until June 2020.
- Yaya Soumaré, 3-year contract,
- Raphaël Anaba, 1-year contract,
Player loans (out) until 30 June 2020 13
- Lucas Margueron, 3-year contract,
- Pape Cheikh Diop to Celta Vigo,
- Djibrail Dib, 3-year contract.
- Lenny Pintor to Troyes,
14
- Théo Ndicka to Bourg-en-Bresse,
Contract extensions
- Yann Kitala to Lorient,
- Maxence Caqueret, 2-year extension until 30 June 2023, 15
- Tino Kadewere to Le Havre.
- Léo Dubois, 2-year extension until 30 June 2024,
- Anthony Lopes, 3-year extension until 30 June 2023,
Acquisitions of player registrations 16
- Yann Kitala, 1-year extension until 30 June 2022,
- Emmanuel Danso from Sporting Club Accra (July 2019),
3-year contract, - Maxwel Cornet, 2-year extension until 30 June 2023,
17
- Jean Lucas from Flamengo (July 2019), 5-year contract, - Cédric Augarreau, 1-year extension until 30 June 2023,
- Thiago Mendes from Lille (July 2019), 4-year contract, - Titouan Thomas, 1-year extension until 30 June 2023,
- Youssouf Koné from Lille (July 2019), 5-year contract, - Héritier Deyonge, 2-year extension until 30 June 2024, 18
- Joachim Andersen from Sampdoria (July 2019), 5-year - Eli Wissa, 1-year extension until 30 June 2023,
contract, - Rayan Cherki, 1-year extension until 30 June 2023, 19
- Jeff Reine-Adelaïde from Angers (August 2019), 5-year - Melvin Bard, 2-year extension until 30 June 2024.
contract,
The contract of Mapou Yanga-Mbiwa expired on 30 June
- Sinaly Diomandé from Guidars FC (August 2019), 4-year 2020. 20
contract,
- Tino Kadewere from Le Havre (January 2020), 4.5-year Please see also Notes 4.1 and 6.1 to the consolidated
21
contract, financial statements.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 55
7. FINANCIAL POSITION AND EARNINGS
Positive EBITDA despite the public health crisis: €45.9m (17% of total revenue)
Purchases used during the period -39.7 -15% -46.8 -15% 7.1 15%
External costs -36.9 -14% -34.8 -11% -2.0 -6%
Taxes other than income taxes -8.5 -8.3 -0.2 -2%
Personnel costs -132.5 49% -130.9 42% -1.5 -1%
EBITDA 45.9 17% 76.9 25% -31.1 -40%
Net profit/loss attributable to equity holders of the parent -36.5 6.2 -42.7
2
government-guaranteed loan received by the LFP. This Pre-tax profit/loss
was equivalent to the balance of LFP media rights the (2019/20: €-36.3 million, 2018/19: €8.2 million)
Club did not receive. OL Groupe suffered a loss from ordinary activities for the 3
first time since Groupama Stadium came into operation, of
Net financial expense €36.3 million, vs a profit of €8.2 million in 2018/19.
(2019/20: €17.9 million, 2018/19: €14.0 million) 4
Net financial expense totalled €17.9 million (vs Net profit/loss attributable to equity holders of the
€14.0 million in 2018/19), tied principally to the non-re-
parent (2019/20: €-36.5 million, 2018/19: €6.2 million)
course financing of player registration receivables imple- 5
mented during the financial year and the increase in Net profit/loss attributable to equity holders of the parent
average average drawdowns on the RCF line during the was €-36.5m vs €6.2m in 2018/19.
year (€73.1 million vs €48.2 million in 2018/19). 6
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 57
7. FINANCIAL POSITION AND EARNINGS
Shareholders' equity as of 30 June 2020 (including Cash and cash equivalents (gross) totalled €32.5 million,
non-controlling interests) remained high at €230.1 million, vs €11.6 million as of 30 June 2019 (up €20.9 million).
vs €266.4 million as of 30 June 2019. Debt net of cash (excluding player registration payables
Player registration assets totalled €179.2 million at and receivables and the impact of IFRS 16) declined
30 June 2020, up by nearly €90 million from €89.5 million by €26.2 million to €184.1 million as of 30 June 2020
as of 30 June 2019. They reflected the player registrations (vs €210.3 million as of 30 June 2019). Borrowings under
acquired during the summer of 2019 (Andersen, Reine- the revolving credit facility (RCF), including the reinte-
Adelaïde, Mendes, Koné, Lucas, Diomande and Danso) gration of deferred structuring costs, was €48 million as
and in January 2020 (Guimaraes, Toko-Ekambi, Kadewere of 30 June 2020, virtually unchanged from 30 June 2019
and Camilo) as well as player departures during the year (€-0.3 million).
(Ndombélé and Tousart). Player registration liabilities,
Application of IFRS 16 in 2019/20 impacted overall debt net
meanwhile, totalled €135.4 million, vs €40.9 million as of
of cash by €10 million.
30 June 2019.
Net debt on the acquisition of player registrations totalled
Property, plant & equipment, chiefly comprising the
€101.1 million as of 30 June 2020 (up €153.7 million from
new infrastructure (Groupama Stadium, Groupama OL
30 June 2019) for three reasons: i) the men's team was
Training Center and Groupama OL Academy), totalled
strengthened during the summer of 2019 and the winter of
€368.6 million as of 30 June 2020, vs €385.5 million as of
2020, ii) OL Groupe implemented non-recourse financing
30 June 2019.
of player registration receivables in 2019/20 and iii) the
Potential capital gains on player assets remained very public health crisis caused the the international transfer
high. As of 30 June 2020, the market value of the men's window to be postponed until after the June 2020 closing.
professional team was estimated at €480 million (OL's
Debt net of cash (including net receivables and payables
estimate based on Transfermarkt and CIES) and exceeds
on player registrations) totalled €295.2 million as of
its net book value by €300 million.
30 June 2020, vs €157.7 million as of 30 June 2019.
The application of IFRS 16 from 1 July 2019 had the
As of 30 June 2020, the Group had negotiated the
following effects:
postponement of payments on its long-term stadium
- on assets: €9.4 million, including €6.2 million related
loans, other borrowings and leases in the context of
to the application of the standard to new operating leases
the Covid-19 crisis. These postponements totalled
and €3.1 million related to the reclassification of capital
€9.1 million (no impact on net debt).
leases, previously recorded as property, plant & equip-
ment; As of 30 June 2020, bank lenders had granted OL Groupe
a "covenant holiday" owing to the economic crisis caused
- on liabilities: €10 million, including €6.4 million related
by the Covid-19 pandemic (gearing, LTV ratio and debt
to the application of the standard and €3.6 million related
service coverage ratio). The covenants are described in
to the reclassification of capital leases.
Chapter 8.3 of this document.
Net debt
Short-term liquidity strengthened
(in € m) 30/06/20 30/06/19 Change
On 23 July 2020 (2020/21 financial year), OL subscribed
Cash and DSRA 32.9 12.0 21.0 to a €92.6 million government-guaranteed loan ("PGE"),
Bank overdrafts -0.4 -0.4 with a maturity of 12 months. At the end of that period, the
Cash and cash equivalents Group can exercise a 1-5-year amortisation option.
32.5 11.6 20.9
(cash flow statement)
As of 30 September 2020, the Group had cash of
Stadium bonds -52.9 -50.1 -2.8
€49 million, in addition to its unused revolving credit
Stadium borrowings -108.5 -108.2 -0.3
facility temporarily increased to €115 million until
Non-current financial debt -53.5 -58.3 4.8
Other current financial debt -1.9 -5.4 3.6
31 January 2021 (vs €100 million). Total available cash was
Lease liabilities (1) -10.0 -10.0 thus €164 million.
Debt net of cash -194.2 -210.3 16.2 These financing arrangements have strengthened
Player registration receivables (current) 17.4 57.0 -39.7 OL Groupe’s disposable cash in the context of the Covid-19
Player registration receivables crisis and given the Group the flexibility it needs to pursue
17.0 36.5 -19.5
(non-current) its future development with confidence.
Player registration payables (current) -71.8 -29.0 -42.8
Player registration payables (non-current) -63.7 -11.9 -51.8
2
7.1.3 Likely future development of OL Groupe's 7.2 OPERATING RESULTS
business activities Key developments during the financial year are described
Please refer to Section 10 of this Universal Registration in Chapter 7.1 of this Universal Registration Document. 3
Document.
7.1.4 Significant events subsequent to closing 7.3 ACTIVITIES AND RESULTS OF CONTROLLED
Please refer to Section 10 of this Universal Registration
SUBSIDIARIES AND OTHER COMPANIES 5
Document.
9
7.3.2 Financial position of subsidiaries
Principal operating Other entities in the scope 10
2019/20 subsidiary of consolidation
(in € 000)
Olympique Lyonnais SASU OL Association
19
The subsidiaries of OL Groupe are presented in Chapter 6 of this Universal Registration Document.
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 59
60 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
8. LIQUIDITY AND CAPITAL RESOURCES 1
8.1 INFORMATION ON CAPITAL RESOURCES As of 30 June 2020, the net cash balance on tranche A of
(SHORT- AND LONG-TERM) the bank loan stood at €85.6 million.
5
Information on capital resources (short- and long-term) In addition, the maximum drawdown under OL Groupe's
is provided in Note 10 to the consolidated financial state- RCF was raised:
ments. - in late July 2019 from €73 million to €100 million through 6
to the final maturity of the refinancing contract on 30 June
2024, following the unanimous agreement of all the bank
lenders to cover a €27 million increase in their lending 7
commitments in proportion to their initial share of the
8.2 SOURCE AND AMOUNT OF CASH FLOWS loan;
AND DESCRIPTION THEREOF - temporarily in mid-April 2020 from €100 million to
8
Please refer to the notes to the consolidated financial €130 million until 31 August 2020, when it will decline to
statements (page 119 of this Universal Registration
€115 million until 31 January 2021, when it will return to
Document). 9
€100 million.
2) a €51 million bond issue, repayable at maturity after from a common set of security interests. Specifically, they
seven years; hold a first lien on the stadium, the land on which it was
20
3) a five-year revolving credit facility (RCF) of €73 million, built, the 1,600 underground parking spaces, the land
available for short-term needs and renewed twice for one corresponding to the 3,500 outdoor parking spaces and
year in April 2017 and April 2018, thereby extending the the areas leading to the stadium. In addition, the following
21
maturity date to 30 June 2024. assets are pledged to the lenders: the shares OL Groupe
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 61
8. LIQUIDITY AND CAPITAL RESOURCES
holds in OL SASU, certain bank accounts of OL SASU • A 10-year, €14 million bank credit agreement arranged
and various receivables held by OL SASU on its debtors. by OL Groupe and OL Association on 12 June 2015 with
In addition, OL Groupe guarantees that its subsidiary Groupama Banque (now Orange Bank). As of 30 June 2020,
OL SASU will adhere to the obligations under its financing cumulative drawdowns under these agreements totalled
arrangements. €6.9 million.
To reduce its exposure to interest rate risk under 8.4 RESTRICTIONS ON THE USE OF CAPITAL
the €136 million long-term bank loan, OL SASU has RESOURCES POTENTIALLY INFLUENCING
maintained the hedging programme it had implemented to
THE COMPANY'S OPERATIONS
cover the bank loan that was refinanced on 30 June 2017.
During the year under review, there were no restrictions
This hedging programme had a notional amount averaging
around €93.1 million as of 30 June 2020. on the use of capital that could have a significant direct or
indirect influence on the issuer's operations.
Based on the €136 million long-term bank financing and
the €51 million bond issue, OL SASU's annual long-term
borrowing rate has averaged around 4.36% since
30 June 2017. Going forward, this rate will depend on
future changes in benchmark rates.
8.5 EXPECTED SOURCES OF FINANCING
NECESSARY TO HONOUR COMMITMENTS
8.3.2 BPI loan As of the date of this Universal Registration Document,
(See Note 8.7 to the consolidated financial statements) the Group had the necessary financing arrangements in
As part of the financing of its businesses, OL Groupe took place to honour its investment commitments (see 8.3 of
out a loan with BPI, a specialised financial institution, this document).
during the 2013/14 financial year. The loan has a face
value of €3 million and a seven-year maturity. The first
repayment was made on 30 June 2016. The loan has a
retention clause of €150 thousand.
As of 30 June 2020, the net cash balance of the BPI loan
stood at €0.75 million.
9. REGULATORY
2
ENVIRONMENT 3
4
The regulatory environment in which OL Groupe operates
and which can potentially have a significant influence on
its business activities, is described in Chapter 3.3 of this 5
Universal Registration Document.
OL Groupe is subject to the regulations of the French
6
Football Federation (FFF), the French Professional
Football League (LFP) and UEFA, which govern sporting
competitions and set the financial rules at the domestic
7
level (DNCG) and at the international level (financial
fair play). In addition, international player transfers are
governed by FIFA rules. 8
As owner of its stadium, OL Groupe adheres to French
regulations concerning venues visited by the general
public so as to ensure that visitors and spectators are 9
safe and enjoy the best possible reception.
10
The Company is subject to the European General Data
Protection Regulation (GDPR) and has implemented all
the required procedures. 11
12
13
14
15
16
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 63
64 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
10. TREND INFORMATION 1
10.1 TRENDS SUBSEQUENT TO CLOSING The maximum of 5,000 stadium spectators authorised by
public health measures since the start of the season was
reduced further on 22 September 2020 to 1,000. A 9pm to 5
10.1.1 Principal recent trends 6am curfew was then imposed on 17 October, requiring
Professional sport activities resumed gradually at the end matches to be played with no spectators present. This will
of July 2020. Since then, the men’s and women’s profes- weigh heavily on matchday revenue during the 2020/21 6
sional teams have finished the competitions in which they financial year.
were already involved (except for the domestic champion- Nevertheless, the Group believes the following factors are
7
ships, which were terminated early). likely to support growth in the business and mitigate the
decline in revenue deriving from the men’s team’s absence
After winning their 14th French Champions title in May
from European cup play and from the current public health
2020, the women’s team won their 9th Women’s Coupe de 8
measures:
France and their 7th UEFA Women's Champions League
- An increase of around €18 million in Ligue 1 media rights
in August, thereby achieving an historic, unparalleled
(based on a 3rd place L1 finish), in light of the contracts
performance. 9
signed with Mediapro, beIN and Free for the 2020-24
The men’s team played the final of the Coupe de la period. Please see Chapter 5.2.1.1 of this document,
Ligue (against PSG) and reached the semi-final of the entitled “Centralised sale by LFP of media rights to 10
Champions League (against Bayern Munich, winner of the Ligue 1/Ligue 2 matches”.
competition) after eliminating Juventus and Manchester - €25 million in UEFA media rights owing to the Club’s
City. Despite this strong performance at the end of the participation in the round of 16 (second leg), quarter-final 11
season, and because the Ligue 1 championship was ended and semi-final matches of the 2019/20 Champions League
early, the men’s team will not take part in UEFA European (played during the 2020/21 financial year).
competitions during the 2020/21 season, for the first time - A significant increase in sponsorship revenue, with a 12
in 23 years. revised objective of €36 million for the 2020/21 finan-
The premature end to the Ligue 1 season, in contrast to cial year (i.e. 15% more than the previous record of
€31.3 million in 2018/19), owing to a new, five-year 13
all of the other major European leagues, kept the Club in
sponsorship contract signed with Emirates, starting
7th place (3rd in 2018/19) and greatly penalised the Group
this season, and to new contracts signed with adidas,
by depriving it of considerable revenue, not only in 2019/20
Groupama (naming), Mastercard, and others. 14
but also in 2020/21 when the Club will not compete in
- Major events have already been scheduled at Groupama
European cup play as it has over the last 23 consecutive
Stadium: the Felyn festival on 18-19 June 2021 and an
years. UEFA media rights for the 2019/20 season totalled 15
Indochine concert on 26 June 2021, public health condi-
€90 million (€65 million in the 2019/20 financial year and tions permitting. The Rammstein concert has been
€25 million in the 2020/21 financial year), owing to the postponed to 9-10 July 2021 (2021/22 financial year).
Club’s exceptional performance in the Champions League “Seminars and stadium tours” resumed at the beginning
16
(semi-final). OL Groupe believes the French Professional of July, with restrictions on the number of participants as
Football League (LFP) and the French government bear part of a strict public health protocol.
17
responsibility and has estimated the losses it suffered at - Player trading and the integration of young talent from
€117 million. Judicial proceedings are underway before the OL Academy should also make it possible to adjust and
the Conseil d’État. optimise the professional team's roster. Since the start of 18
For the 2020/21 season, the Group aims to continue the financial year, the Club has already carried out several
investing significantly in player assets, even though the transfers, including Amine Gouiri (Nice), Martin Terrier
(Rennes), Oumar Solet (Salzburg), Fernando Marçal
Club is not competing in a European competition, in an 19
(Wolverhampton Wanderers), Kenny Tete (Fulham) and
effort to maintain a competitive team and return to the
Bertrand Traoré (Aston Villa). At the same time, young
Champions League in 2021/22. Under the impetus of
players from the OL Academy, such as Rayan Cherki, 20
Sporting Director Juninho, the Club is overhauling its Maxence Caqueret and Melvin Bard, have recently joined
football operations so as to reaffirm its historical values, the professional group. Proceeds from the sale of player
i.e. training and the team spirit prevailing in the men’s registrations already recognised for the 2020/21 financial
21
professional team. year exceed €50 million.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 65
10. TREND INFORMATION
Given that the Club is not participating in European cup Changes in the professional playing squad
play during the 2020/21 season, that significant public
health restrictions will weigh on the Group's business, and Arrivals, departures, contract extensions
based on a normative level of trading during the 2020/21
Following the departure of Mapou Yanga-Mbiwa, whose
financial year, OL Groupe expects to post a net loss for the
contract expired on 30 June 2020 and the termination of
2020/21 financial year.
the contracts of Paul Dewarrewaere and Rafaël, OL SASU
has completed the following transfers since 1 July 2020:
Kitala Yann FC Sochaux (France) Jul-20 €0.3 million + up to €0.5 million in incentives + 35% of the gain on any future transfer
Margueron Lucas Clermont Foot 63 (France) Jul-20 Sell-on fee of 30% of the gain on any future transfer
Ndicka Théo KV Oostende (Belgium) Jul-20 Sell-on fee of 30% of the gain on any future transfer
Gouiri Amine OGC Nice (France) Jul-20 €7 million + 15% of the gain on any future transfer
€12 million + €3 million in incentives + 15% of gain on future transfer + €2 million or €3 million
Terrier Martin Rennes (France) Jul-20
depending on the transfer price
Solet Oumar RB Salzbourg (Austria) Jul-20 €4.5 million + up to €4 million in incentives + 15% of the gain on any future transfer
Marcal Fernando Wolverhampton Wanderers (England) Sep-20 €2 million
Tete Kenny Fulham (England) Sep-20 €3.2 million + 10% of any amount > €10 million
Tatarusanu Ciprian AC Milan (Italy) Sep-20 €0.5 million
Traoré Bertrand Aston Villa Sep-20 €18.4 million + up to €2.2 million in incentives + 15% of the gain on any future transfer
Racioppi Anthony Dijon (France) Sep-20 Sell-on fee on future transfer
Fofana Boubacar Servette Geneva (Switzerland) Sep-20 45% of the amount of any future transfer
Diop Pape Cheikh Dijon (France) 1 year €5 million + up to €1.5 million in incentives + 15% of the gain on any future transfer
€6 million + 15% of any future gain if Troyes plays in L1 in 2021/22 or €5 million + 20% of any future gain
Pintor Lenny Troyes (France) 1 year
if Troyes plays in L2 in 2021/22
Ndiaye Ousseynou Bourg Peronnas 1 year No purchase option
Fontaine Nicolas Las Rozas (Spain) 1 year Purchase option €0.5 million + 15% of the gain on any future transfer
Koné Youssouf Elche (Spain) 1 year No purchase option
Andersen Joachim Fulham 1 year Loan fee of €1 million + €1 million in incentives, no purchase option
Reine-Adelaïde Jeff OGC Nice (France) 1 year Loan fee of €500 thousand +€500 thousand bonus + purchase option of €25 million
Deyonge Héritier Utrecht (Netherlands) 1 year Loan with €400 thousand purchase option + 15% of the gain on any future transfer
Özkaçar Cenk Altay SK (Turkey) Aug-20 5 years €1.5 million + up to €1.5 million in incentives + 10% of the gain on any future transfer
Pollersbeck Julian Hamburg Sep-20 4 years €0.25 million + up to €0.3 million in incentives + 15% of the gain on any future transfer
Paqueta Lucas AC Milan (Italy) Sep-20 5 years €20 million + 15% of the gain on any future transfer
Ndiaye Abdoulaye Niakate AS Dakar Sacré Cœur Sep-20 3 years 15% of any amount > €250 thousand
Keita Habib Guidars FC (Mali) Oct-20 5 years €1 million + up to €1.5 million + 30% of the gain on any future transfer
Benlamri Djamel Al Shabab (Saudi Arabia) Oct-20 1 an + 1 option None
Contract extensions
Name Term Contract ends
2
First professional contracts starting in 2020/21 season 10.1.2 Material change in financial performance
Name Term Contract ends since the end of the reporting period
Soumaré Yaya 3 years 30/06/2023 No material changes in OL Groupe's financial performance 3
Anaba Raphaël 1 year 30/06/2021 have occurred since the end of the reporting period and up
Margueron Lucas 3 years 30/06/2023 to the filing date of this document.
Dib Djibrail 3 years 30/06/2023 4
Aouar Houssem 22 France U21 OL 2023 As of the date of this document, the Covid-19 public health
Augarreau Cédric 19 France U18 OL 2023 crisis had not been resolved and numerous constraints
Barcola Malcom 21 OL 2022 and uncertainties were still weighing on the Group’s 7
Bard Melvin 19 France U21 OL 2024 business activities (ticketing, sponsorships, events, etc.)
Benlamri Djamel 30 Algeria 2021 In this difficult economic context, Mediapro, the main
Camilo Reijers 21 2024 8
broadcaster of the French Ligue 1 championship,
Caqueret Maxence 20 France U21 OL 2023 announced its intention in October 2020 to renegotiate
Cherki Rayan 16 France U16 OL 2023 its broadcast agreements for the 2020-24 period. The
Cornet Maxwel 23 Ivory Coast 2023 second payment due to be made by Mediapro to LFP for 9
Danso Emmanuel 19 2022 the 2020/21 season was not received. The LFP’s General
Dembélé Moussa 23 France U21 2023 Meeting on 19 October 2020 approved a €112 million
Denayer Jason 25 Belgium 2022 borrowing to cover the shortfall arising from Mediapro’s 10
Depay Memphis 26 Netherlands 2021 failure to make the October 2020 payment. Mediapro’s
De Sciglio Mattia 27 Italy 2021 current position and any changes thereto could have a
de Souza Oliveira Jean Lucas 22 2024 negative impact on clubs’ media rights revenue. 11
Diomande Sinaly 19 2023
Dib Djibrail 18 France U16 OL 2023
Dubois Léo 25 France 2024
12
Griffiths Reo Revaldo 20 England U17 2022
Guimaraes Bruno 22 Brazil U23 2024 10.3 MEDIUM-TERM OUTLOOK
Kadewere Tino 24 Zimbabwe 2024
OL remains confident in its ability to achieve the objectives 13
Keita Habib 18 2025
set for the period from now until 2023/24, as presented
Lopes Anthony 29 Portugal OL 2023
last February, i.e. total revenue of €420-440 million
Marcelo 33 2021
(including player trading, according to the API) and EBITDA 14
Mendes Thiago 28 2023
in excess of €100 million, assuming the current public
Ndiaye Abdoulaye 17 2023
health crisis is resolved in the short term. This is based
Ozkacar Cenk 19 Turkey U21 2025
on our “full entertainment” growth strategy oriented 15
Paqueta Lucas 23 Brazil A 2025
around our core business – football – and also on the
Pollersbeck Julian 26 Germany U21 2024
development, diversification and recurrent nature of our
Soumaré Yaya 20 OL 2023
“Events” programming, related in particular to the new
Thomas Titouan 18 France U18 OL 2023 16
arena project.
Toko-Ekambi Karl 27 Cameroon 2024
Wissa Eli 17 France U16 2024 The Group is actively working on a project to build a new
events venue near the stadium with a capacity of 12,000 17
to 16,000 people. This new arena, which should represent
an investment of around €140 million, will complement
Changes to sponsorships since 1 July 2020 the Group’s “Events” capacity, with the objective of hosting 18
A description of the Club's principal sponsorships can be 80-120 events per year, including concerts, seminars
and large professional trade shows, as well as sport and
found in Chapter 20, “Principal contracts” of this Universal
eSport competitions. The arena is slated to open in the
Registration Document. 19
second half of calendar year 2023, subject to the adminis-
trative approvals in progress.
At the same time, the Group is pursuing the development 20
of OL Valley and gradually finalising the new infrastructure
planned for that area. The leisure & entertainment centre
is expected to be inaugurated in February 2021 and the “All
21
in Tennis Academy” in 2022/23.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 67
68 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
11. PROFIT FORECASTS AND ESTIMATES 1
4
The Group does not forecast or estimate its earnings.
10
11
12
13
14
15
16
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 69
70 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
12. BOARD OF DIRECTORS AND SENIOR MANAGEMENT 1
SENIOR MANAGEMENT 3
5
12.1 THE CHAIRMAN & CEO AND THE BOARD A shareholders' agreement with Holnest (formerly ICMI),
Pathé and IDG European Sports Investment Limited
OF DIRECTORS
was signed on 7 December 2016 and amended on 6
Information related to the composition of the Board 21 March 2017 and 23 July 2020. This agreement sets
of Directors and Senior Management can be found in down certain principles related to the composition of the
Chapter 14 of this Universal Registration Document. Board of Directors, which are described in more detail in 7
Chapter 18.3 of this Universal Registration Document. To
the best of the Company's knowledge, there are no other
8
arrangements or agreements in place with the principal
shareholders, clients, suppliers or other parties, pursuant
12.2 CONFLICTS OF INTEREST INVOLVING to which a director has been chosen as a member of
9
DIRECTORS AND SENIOR MANAGERS the Board or a senior manager has been appointed. In
general, to the best of the Company's knowledge, there
are no business relationships between the independent 10
To the best of the Company's knowledge:
directors and the Company.
• there are no family relationships between the members
of the Board of Directors and the other principal execu- 11
tives of the Company;
• no member of the Board of Directors nor any of the other
principal executives has been convicted of fraud during 12
the last five years;
• no member of the Board of Directors nor any of the other
13
principal executives has been associated as a director,
officer or member of a supervisory body with a bankruptcy,
insolvency, receivership or liquidation over the last five
14
years;
• no member of the Board of Directors nor any of the other
principal executives has been charged with wrongdoing or 15
subject to an official public sanction by legal or regulatory
authorities (including by professional bodies) over the last
five years; 16
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 71
72 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
13. REMUNERATION AND BENEFITS 1
13.1 REMUNERATION AND BENEFITS OF EXECUTIVE The variable fee is payable only if the banking covenants
are adhered to in the current financial year and if
CORPORATE OFFICERS 5
OL Groupe’s consolidated net profit for the financial year
under review is positive.
13.1.1 Remuneration and benefits granted
to corporate officers for the financial year The services performed by Holnest include:
6
ended 30 June 2020 - assistance with finding and sealing sponsorship and
In order to comply with the terms of item 13.1 of partnership agreements (e.g. Holnest played a key role in 7
Appendix 1 of the Commission Delegated Regulation (EU) securing the stadium naming rights agreement);
no. 2019/980 of 14 March 2019, applicable by reference to - guidance and advice in connection with the creation and
item 1.1 of Appendix 2 of the same Regulation, we report development of the Groupama OL Training Center, the 8
to you, based on the information in our possession, on the
leisure & entertainment complex, the OL Academy and
remuneration and benefits of any kind due or paid to the
the hotel and real estate programmes;
corporate officers of the Company during the 2018/19 and 9
2019/20 financial years. The remuneration and benefits - advice on how to structure and arrange financing
below include those received from any company consol- (including in the past, funding for the stadium and related
idated by OL Groupe, pursuant to Article L223-16 of the infrastructure, funding for the construction and then 10
French Commercial Code. operation of the museum and, in future, funding for new
projects).
In accordance with AFEP/MEDEF recommendations
11
and the AMF's position-recommendation no. 2014-14 of As such, Holnest's services extend beyond the duties
2 December 2014, the tables below show the breakdown of the Chairman and CEO and are provided by other
of remuneration of corporate officers and executive corpo- members of staff and Holnest executives rather than
12
rate officers. solely by Jean-Michel Aulas.
Jean-Michel Aulas, OL Groupe's sole executive corporate Holnest pays Jean-Michel Aulas a fee, the terms of 13
officer in his capacity as Chairman and CEO, does not which are agreed independently between Holnest and
receive any remuneration for performing these duties. Jean-Michel Aulas, and over which OL Groupe has no say.
The only remuneration and benefits paid or granted to him His duties at Holnest cover the full range of Holnest's 14
directly by OL Groupe are the director's fees amounting to business activities. The scope of these duties extends
€20,800 gross (see below) and the use of a company car, beyond those related to Holnest's holding in OL Groupe,
representing a benefit-in-kind of €7,580 (see below). since they cover the full spectrum of Holnest's business 15
activities.
OL Groupe pays Holnest (family-owned holding company
and family office for Jean-Michel Aulas and his family) a 16
For reasons of transparency, OL Groupe discloses
fee set pursuant to a management assistance agreement
the full amount of the remuneration paid by Holnest
entered into between the two companies. It comprises a
to Jean-Michel Aulas (see Tables 1 and 2 below). This
fixed portion and a variable portion. The fixed portion is 17
remuneration covers all of Jean-Michel Aulas's activities
€800,000 excl. VAT, plus €200,000 excl. VAT if OL qualifies
at Holnest, including those unrelated to OL Groupe, since
for a European competition, plus €100,000 excl. VAT if OL’s
women’s team qualifies for a European competition, plus Holnest makes no distinction in the remuneration it pays 18
€100,000 excl. VAT if the OL Academy is ranked as the best to him between his work involving OL Groupe and that
in France by the French Football Federation or among the pertaining to Holnest's other activities.
19
top five European training academies by the Swiss CIES
Football Observatory for the previous season (if OL ranks The remuneration shown in Tables 1 and 2 below reflects
between 6th and 10th, the amount is reduced to €50,000). the total amount of remuneration and benefits paid and
20
The variable portion is 1% of the weighted average of granted to Jean-Michel Aulas by Holnest in the financial
OL Groupe's consolidated EBITDA over the last three years ended 31 December 2019 and 2018, the closing
financial years, capped at the lower of the following two dates of Holnest, and not as of 30 June, the closing date of
21
amounts: €1 million or twice the amount of the fixed fee. Olympique Lyonnais Groupe and its subsidiaries.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 73
13. REMUNERATION AND BENEFITS
Table 1 - Summary of option and share-based The non-voting members of the Board of Directors do not
remuneration granted by Holnest receive director's fees.
to each executive corporate officer
(in € 000) 2019 2018 Table 3.1 - Gross director's fees paid to corporate
Jean-Michel Aulas, Chairman officers who are not executives
and Chief Executive Officer of Olympique Lyonnais Groupe
Remuneration due with respect
1,217 1,209 Amounts (in €)
to the financial year (detailed in Table 2) Gross amounts Gross amounts
Remuneration under Article
Value of multi-year variable remuneration paid in respect paid in respect
L225-45 of the French
(see Table 2 for the detail of variable NA of 2018/19(1) of 2017/18
Commercial Code
remuneration)
Value of options granted during Jérôme Seydoux 14,200 9,700
NA
the financial year Eduardo Malone 13,000 14,300
Value of bonus shares granted NA Gilbert Giorgi 13,000 14,300
Total 1,217 1,209 Patrick Bertrand 16,800 15,300
Thomas Riboud-Seydoux 14,000 12,450
NA: not applicable.
Annie Famose 18,800 14,450
Sidonie Mérieux 15,800 11,400
Table 2 - Summary of remuneration paid Pauline Boyer-Martin 15,800 12,450
by Holnest to each executive Nathalie Dechy 14,800 14,300
corporate officer Sandra Le Grand 13,000 14,300
Héloïse Deliquiet 17,000 12,450
(in € 000) 2019 2018
Xing Hu 13,000 14,300
Amount Amount Amount Amount
Jianguang Li
due with paid with due with paid with
respect to respect to respect to respect to Total 179,200 159,700
the year(1) the year(1) the year(1) the year(1)
2
Table 4 - Stock options granted to or exercised - an additional amount of €100,000 if Olympique Lyonnais
by the executive corporate officer is ranked as having France's best training academy in
and bonus shares granted to the executive 2019, according to the French Football Federation, or
3
corporate officer among the top five European training academies,
Neither Olympique Lyonnais Groupe nor its subsidiaries according to the Swiss CIES Football Observatory. Should
it finish between sixth and tenth place, the amount paid
granted any options or bonus shares to the executive 4
will be reduced to €50,000, and nothing will be payable in
corporate officer, nor did the executive corporate officer
the event of a lower finish, and
exercise any options, nor did any bonus shares become
available to him during the 2019/20 or 2018/19 financial - an additional amount of €100,000 linked to qualification 5
- an additional amount of €200,000, excl. VAT, if Olympique payment of variable remuneration not be applied for the
Lyonnais' men's first team qualifies for a European 2019/20 financial year. The Board approved this proposal.
21
competition, An amendment to the agreement between Holnest and
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 75
13. REMUNERATION AND BENEFITS
OL Groupe was therefore signed on 23 June 2020 and will ment is terminated (severance pay, non-competition
be submitted to shareholders at the next Annual General payment, supplementary pension plan), nor any stock
Meeting. options or performance shares.
In addition, the Chairman informed the Board of Directors Draft resolution on the components of the remuneration policy
at their meeting of 23 July 2020 of his decision to waive applicable to the executive corporate officer
25% of this variable remuneration. "Having reviewed the report pursuant to Article L225-37-2
of the French Commercial Code, shareholders, voting
according to the conditions of quorum and majority
required for Ordinary Shareholders' Meetings, hereby
13.1.2 Remuneration policy for executive corporate
approve the principles and criteria for determination,
officers for the financial year beginning distribution and granting of fixed, variable and exceptional
1 July 2020, to be approved by shareholders components of total remuneration and all benefits-in-kind
In accordance with Article L225-37-2 of the French paid by the Company and attributable, directly or indirectly,
Commercial Code, presented below is a report of the in full or in part, including via the intermediary of Holnest,
Board of Directors on the principles and criteria for deter- to the Chairman & CEO, with respect to his appointment as
mination, distribution and granting of fixed, variable and presented in the above-mentioned report included in the
exceptional components of total remuneration and all Universal Registration Document."
benefits-in-kind attributable to the Chairman & CEO with
respect to his appointment from the financial year starting Draft resolution on the components of the remuneration
on 1 July 2020, as approved by the Board of Directors and paid or granted to the executive corporate officer in respect
which shareholders will be asked to ratify at their Annual of the financial year ended 30 June 2020
General Meeting. “Shareholders, voting according to the conditions of
quorum and majority required for Ordinary Shareholders'
The above-mentioned management assistance agree- Meetings, having reviewed the report of the Board of
ment will continue to apply to future financial years, and Directors pursuant to Article L225-110 II of the French
in particular to 2020/21. Each year, the Appointments Commercial Code, hereby approve the fixed, variable and
and Remuneration Committee will consider whether it is exceptional components of total remuneration and all
appropriate to propose changes to the rules or principles benefits-in-kind paid by the Company and attributable,
for determining the fee and in that case will submit its directly or indirectly, in full or in part, including via the
opinion to the Board. intermediary of Holnest, to the Chairman & CEO in respect
of the financial year ended 30 June 2020."
The procedures for invoicing the services provided under
this management assistance agreement between Holnest In the event shareholders do not approve the resolution,
and the Company are detailed in the special report on the variable remuneration will not be paid to Holnest.
regulated agreements found in Chapter 17.2 of this
Universal Registration Document.
Fair pay ratio
Other components of the remuneration of executive
Pursuant to Article L225-37-3 of the French Commercial
corporate officers
Code, OL Groupe must state the ratio of the Chairman
The Company makes a company car available to the & CEO's remuneration to the average pay on a full-time
Chairman & CEO, representing a benefit-in-kind estimated equivalent basis of the Company's employees, other than
at €7,600. the corporate officers, and trends in this ratio over the five
The Chairman & CEO receives director's fees pursuant most recent financial years.
to Article L225-45 of the French Commercial Code, when Pursuant to Article L225-37-3 of the French Commercial
shareholders so decide, based on a proposal from the Code, OL Groupe must also state the ratio of the
Board of Directors. At the 26 November 2020 Annual Chairman & CEO's remuneration to the median pay of the
Meeting, shareholders will be asked to approve payment Company's employees on a full-time equivalent basis of
of an overall amount of €200,000 in director's fees for the Company's employees and corporate officers, together
the entire Board of Directors with respect to the 2019/20 with trends in this ratio over the five most recent financial
financial year, pursuant to Article L225-45 of the French years.
Commercial Code. As stated in Chapter 13.1.1, Jean-Michel Aulas does not
The Board of Directors has no plans to grant any payment receive any remuneration from OL Groupe in respect of
or benefit to the Chairman & CEO in the event his appoint- his duties and has not received any remuneration from
2
OL Groupe in respect of his duties for the five most recent
financial years (other than director's fees and the benefit-
in-kind of a company car), and so both of these fair pay
3
ratios, as defined by the French Commercial Code article
stated above, are equal to zero.
4
5
13.2 REMUNERATION OF THE MEMBERS
OF OL GROUPE'S SENIOR MANAGEMENT
WHO ARE NOT CORPORATE OFFICERS 6
9
13.3 AMOUNTS PROVISIONED OR EXPENSED
BY THE ISSUER AND ITS SUBSIDIARIES
FOR THE PAYMENT OF PENSIONS, 10
13
14
15
16
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 77
78 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
14. ACTIVITIES OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT 1
OF DIRECTORS AND 3
SENIOR MANAGEMENT 4
5
14.1 TERMS OF OFFICE OF BOARD MEMBERS AND Committee during its 5 October 2020 meeting, in the
presence of representatives of the Company’s Statutory
OF THE CHAIRMAN AND CHIEF EXECUTIVE
Auditors, and was subsequently approved by the Board of
OFFICER Directors on 6 October 2020.
6
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 79
14. ACTIVITIES OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT
The term of a member of the Board of Olympique Lyonnais Groupe, pursuant to Article 15.2 of the Articles of Association,
is six years.
Length of Board member terms Notwithstanding the recommendation of the AFEP/MEDEF code, OL Groupe believes that a six-year term allows Board
Recommendation: 4 years members to provide better support to the Group, thereby ensuring long-term stability.
This is all the more important in that the Group operates in a relatively atypical sector in which the number of people
able to provide real sectoral expertise, and who have sufficient time to do so, is limited.
No session of the Board of Directors has been specifically and formally devoted to evaluating the Board’s performance,
inasmuch as the Board continually monitors its operations to ensure it functions properly.
In this regard, the Board has examined its composition. In previous years it examined the proposal to appoint female
members to the Board.
Evaluation of the Board of Directors The frequency of Board meetings (eight in the 2019/20 financial year) was judged sufficient, and there was nothing
to warrant an increase. In all cases, and notwithstanding their number, the members of the Board have always been
available to organise and attend meetings, even those called at short notice, depending on Company events, enabling
members to share responsibilities naturally.
The composition of the Board of Directors must satisfy several constraints. It must have (i) balanced representation
of the principal shareholders, as provided by the shareholder agreement mentioned in Chapter 16.3; (ii) equal
representation of men and women; (iii) directors who are experienced, familiar with the Company, the Club and its
business activity; (iv) directors who can make a significant contribution to the work of the Board of Directors; and (v) a
Composition of the Audit Committee reasonable number of members. The Board has been able to satisfy the need for equal male-female representation,
Number of independent directors continuity in the composition of the Board, high qualifications for membership and balanced representation of the
principal shareholders. Satisfying the recommended proportion of independent directors, however, would have required
a significant increase in the size of the Board of Directors. Given the current composition of the Board of Directors,
and the participation of independent directors in the various committees, the Board felt that the current proportion of
independent directors was sufficient to ensure that the Company's corporate governance would fully represent the point
of view of minority shareholders.
2
1. The Board of Directors
As of the date of this Universal Registration Document, 3
the Board of Directors of the Company comprised
16 members, including 15 individuals and one legal
entity. Six of the 16 Board members meet the criteria for 4
independent directors.
9
The Board of Directors comprises the following members:
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 81
14. ACTIVITIES OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT
Jean-Michel Aulas Principal function in the Company: Chairman and Chief Executive Officer
Principal function outside the Company: Chairman of Holnest, Chairman of the Board of Directors of Claudius France (holding company
that controls Cegid Group)
Jean-Michel Aulas is Chairman and founder of Holnest (formerly ICMI), the family office that holds his
investments in various sectors such as digital technology, sports and real estate. In 1983, he created Cegid,
which he floated on the stock exchange in 1986. He made the company into one of France's leading enterprise
software providers. Cegid now has annual revenue of more than €300 million, employs more than 2,000
people and deploys its solutions in more than 75 countries.
Olympique Lyonnais Groupe On 8 July 2016, the US investment fund Silver Lake and the London-based investment company AltaOne
10, avenue Simone Veil Capital acquired all of the Cegid Group shares held by Groupama, Groupama Gan Vie and ICMI, representing
69150 Décines Charpieu (France) 37.6% of the capital of Cegid Group. Following a Simplified Public Purchase Offer, Cegid was delisted on
27 July 2017.
Date of first appointment:
21/12/1998 Mr Aulas took control of Olympique Lyonnais in 1987, when the Club was still competing in Ligue 2. Within
two years, the Club had won the Ligue 2 championship and was promoted to French football's elite. The Club
Date term expires: won its first Ligue 1 title in 2002. Since 1987, Olympique Lyonnais has won 41 titles: 19 with the men's team
Shareholders’ Meeting to approve and 24 with the women's team, having created a female section in 2004.
2024/25 financial statements
Mr Aulas is active in both domestic and international football, and serves in many governing bodies (ECA,
Attendance rate at Board meetings G14, FIFA, UCPF, LFP, FFF, etc.). He is also a member of the Executive Committee of the French Football
during the 2019/20 financial year: Federation. Mr Aulas also has strong ties to non-profit associations such as Sports dans la Ville and Ambition-
100% Autisme-Avenir. He has created two foundations, OL Foundation and Fondation Cegid.
He has won numerous prizes and distinctions as a result of his commitments to society. Mr Aulas is an Officer
of the National Order of the Legion of Honour and an Officer of the National Order of Merit.
Born on 22 March 1949, Jean-Michel Aulas has a son, Alexandre, who is CEO of the Holnest family office.
Other offices held in any company Other offices held in all companies
in 2019/20 over the previous four financial years
Chairman of Olympique Lyonnais SASU, Director of Association Representative Olympique Lyonnais Groupe, Chairman of Foncière
Olympique Lyonnais, Chairman of Holnest, Chairman of the Board du Montout, Chairman of the OL Groupe Stadium Investment
of Directors of Claudius France, Committee, Director of OL Voyages,
Director of the Fonds de Dotation Cegid, Chairman of OL Reign Chairman and Manager of ICMI, Chairman of the Board of Directors
(USA), Member of the Supervisory Board of Asvel Basket and Lyon of Cegid Group, Member of the Audit Committee of Cegid Group,
Asvel féminin, Director of OL Beijing FC. Chairman and CEO of Cegid Group, Chairman of the Board of
Directors of Quadratus, Director of Cegid Public, Chairman of
Altaven (SAS), Chairman of Fondation Cegid, Director of Fonds
de Dotation Cegid, Manager of Cegid Services, Director of Cegid
Holding BV (Netherlands), Chairman of Fondation Cegid,
Co-Chairman of the Supervisory Board of Embassair Group
International, Member of the Wyz Strategic Committee.
2
Eduardo Malone Principal function in the Company: Director
Principal function outside the Company: Co-Chairman of Pathé
3
Born in Argentina in 1949, Eduardo Malone has a PhD in Corporate Administration from the Catholic
University of Buenos Aires. He began his professional career in his native country before joining Pricel, which
would later become Chargeurs, as an analyst in 1973. He quickly rose to Senior Management at Chargeurs 4
in Paris, where he became Controller. He was named Deputy CEO in 1983 then CEO in 1985. He joined the
Board of Chargeurs in 1987 and became Vice-Chairman & CEO in 1995. In 1996, when the group was split in
two, he became Chairman of the new Chargeurs industrial group and Vice-Chairman of Pathé. At the end of
2000, Mr Malone became Co-Chairman of Pathé, while continuing to serve as Chairman & CEO of Chargeurs. 5
c/o Pathé In March 2014, he became Chairman of the Board of Directors of Chargeurs.
2, rue Lamennais In October 2015, he stood down as Chairman of Chargeurs.
75008 Paris (France)
Mr Malone was Vice-Chairman of UIT (Union of Textile Companies) from 1992 to 2002, Chairman of DEFI
Date of first appointment: 6
(Committee for the Development and Promotion of Textiles and Clothing) from 1994 to 1997, and Member
02/10/2006 of the Strategic Council of MEDEF International from 1998 to 2000.
Date term expires: Mr Malone is a Director of Olympique Lyonnais Groupe.
Shareholders’ Meeting to approve Mr Malone is a Knight of the Legion of Honour. 7
2022/23 financial statements
Attendance rate at Board meetings
during the 2019/20 financial year: Other offices held in any company Other offices held in all companies
62.5% in 2019/20 over the previous four financial years 8
Chairman of Sofi Emy SA, Chairman of PapaMama SAS Chairman of Foncière du Montout SAS,
(Luxembourg), Member of the Management Committee of Pathé Chairman & Director of Chargeurs SA(1),
SAS, Chairman of Sofi Emy SA, Member of the Paris Diocesan Council. 9
Co-Chairman of Pathé SAS, Member of the Management
Committee of Les Cinémas Gaumont Pathé SAS,
Director of Olympique Lyonnais Groupe SA. 10
11
12
13
14
15
16
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 83
14. ACTIVITIES OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT
(1) Cegid Group, company listed on Euronext Paris until 27 July 2017.
2
Jianghuang Li Principal function in the Company: Director Administrateur
Principal function outside the Company: IDG Capital Partners, Venture Partner
3
Jianguang Li was born on 5 February 1965 in Shangdong (China). He is now the Venture Partner of IDG Capital
Partners, a subsidiary of International Data Group ("IDG"), world leader in technology, data and marketing
services. IDG is also active in venture capital investment.
During the 17 years since 1999 that he has been at IDG, Mr Li has been involved in identifying and evaluating 4
various investment opportunities in sport, culture and entertainment with regard to investments linked to
IDG and/or IDG brands.
Mr Li has in-depth experience in finance and investment in China, having headed the bank investment
department of Tinhtic Trust & Investment. 5
Flat/RI 5505 55/F
The Center; This significant professional experience has enabled Mr Li to develop an extensive network in football, in
99 Queen’s Road Central particular with UEFA and the English Premier League.
Hong Kong Mr Li has a Bachelor’s degree in economics from the University of Beijing and a Master’s in applied 6
economics and management from the University of Guelphin Canada.
Date of first appointment:
15/12/2016 Other offices held in any company Other offices held in all companies
Date term expires: in 2019/20 over the previous four financial years
7
Shareholders’ Meeting to approve Chairman of the Board of Directors of Super Sports Media Director of Oscar Butterflies Holdings Inc., Beijing Guotongbao
2021/22 financial statements Inc., Director of China Binary Sale Technology Ltd, China Elite Corporation Ltd, P&C Electronic Payment Co. Ltd,
Attendance rate at Board meetings Education Media Group Ltd, Edia Media Inc., HC International Beijing BaiYaXuan Art Development Co. Ltd,
during the 2019/20 financial year: Inc., Shenogen Pharma Group Ltd, Tarena International Inc., Beijing Xunteng High Science and Technology Co. Ltd, Beijing 8
0% Beijing BaiYaXuan Cultural Communication Co. Ltd, BaMa Tea Sursen Electronic Technology Co. Ltd.
Co. Ltd,
Beijing Gubei Water Town Tourism Co. Ltd,
YaDa International Holdings Ltd, Beijing YuSi Chips Technology 9
Co. Ltd, Sanxiang Impression Co. Ltd, Beijing Xingzhi Sports Co.
Ltd, Shanghai Project Banana Co. Ltd, Beijing Huicong
International Information Co. Ltd, Beijing ZhongSou SouYue
NetWork Technology Co. Ltd, Beijing Shenogen Pharmaceutical 10
Co. Ltd, Beijing Shenzhoufu Technology Co. Ltd, Superdata
Software Technology (Guangzhou) Ltd, Beijing Suresense
International Information Technology Co. Ltd, Tianjin Sursen
11
Investment Co. Ltd, XinYing Sports Consulting (Beijing) Co. Ltd,
Beijing Yadi Media Co. Ltd, Beijing YadiAdvertisement Ltd,
China CYTS Tours HongQi (HengQin) Fund Management Co. Ltd,
Beijing Panorama Wanglian Information Technology Co. Ltd, 12
Beijing BaiYaXuan Investment Consulting Co. Ltd,
China Danei Jinqiao Technology & Service Co. Ltd, Hexie
Aiqi Investment Management (Beijing) Co. Ltd, IDG Capital
Investment Advisory (Beijing) Co. Ltd, 13
Aiqi Venture Capital Investment Consulting (Beijing) Co. Ltd, IDG
Venture Capital Investment (Beijing) Co. Ltd,
Zhuhai Hexie Boshi Capital Management Co. Ltd,
Aiqi Venture Capital Investment Management (Shenzhen) Co. Ltd. 14
Principal functions outside the Company: Head of Operations, Marketing & Communications Director,
and Member of the Executive Committee of JOA
16
Pauline Boyer Martin was born on 15 February 1973. She is Head of Operations and Marketing &
Communications Director at Groupe JOA, the third-largest casino operator in France, with 22 casinos and
an online gaming site. She is also a member of the Executive Committee and of the Board of Fondation EM
Lyon Business School. 17
Previously, Ms Boyer Martin worked in marketing and communication at Louis Vuitton/LVMH and Kookaï.
Consequently, she has sound experience in Senior Management, including 20 years in strategic and opera-
tional marketing for retail and other brands in the entertainment, fashion and luxury sectors.
Belle Étoile 18
Ms Boyer Martin is a graduate of EM Lyon and also has an advanced degree in management from IFM (Institut
13, chemin du Colin
Français de la Mode).
69370 Saint-Didier au Mont d’Or
(France) Other offices held in any company Other offices held in all companies
19
Date of first appointment: in 2019/20 over the previous four financial years
15/12/2014
Chairwoman of Casino d’Uriage les Bains SAS,
Date term expires: Chairwoman of Casino de Montrond les Bains SAS,
Shareholders’ Meeting to approve Chairwoman of Casino de Saint-Pair-sur-Mer SAS, 20
2019/20 financial statements Chairwoman of Casino de Saint-Aubin-sur-Mer SAS,
Attendance rate at Board meetings Director of the EM Lyon Business School Foundation.
during the 2019/20 financial year:
62.5% 21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 85
14. ACTIVITIES OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT
Other offices held in any company Other offices held in all companies
8 Willow Road in 2019/20 over the previous four financial years
London NW3 1TJ
Chairman and CEO of Lepercq, de Neuflize & Co, Chairman of Lepercq Multi-Assets Sicav Fis,
(United Kingdom)
Member of the OL Groupe Audit Committee, Chairman of SFC, Director of WorldVIew Experience Inc.
Date of first appointment: Chairman of Lepercq Multi-Assets Sicav Fis,
15/10/2014 Director of the Compagnie du Mont-Blanc,
Date term expires: Director of OL Reign (USA).
Shareholders’ Meeting to approve
2024/25 financial statements
Attendance rate at Board meetings
during the 2019/20 financial year:
75%
2
Sidonie Mérieux Principal function in the Company: Independent Director
Principal function outside the Company: Founder and Chairwoman of HeR Value
3
Sidonie Mérieux was born on 6 April 1976. After working for 10 years in communications and partnerships
(private sector and non-profits) in Paris and Lyon, Ms Mérieux created HeR Value in November 2011. HeR
Value specialises in the recruitment of female board members. She has also founded a training programme
in corporate governance that leads to certification, in partnership with EM Lyon. 4
Ms Mérieux holds a Master’s in Management Science from IAE Lyon and an advanced degree in the same
field from EM Lyon, as well as a certificate in ESSEC’s corporate governance programme. She was appointed
to the Board of Directors of OL Groupe in December 2011. Within the Group, she is a member of the Board of
OL Foundation and of the sOLidarity endowment fund, with which she has developed the Community 5
6, cours Général Giraud Innovation Centre, one of the foundation’s major projects since the delivery of Groupama Stadium. She
69901 Lyon (France) also chairs OL Groupe's CSR Committee, whose strategic priorities are training, employability, support for
Date of first appointment: amateur sport, preventive healthcare, diversity and responsible behaviour.
14/12/2011 Ms Mérieux also sits on the Board of the Fondation Société Générale. 6
Date term expires:
Shareholders’ Meeting to approve
2022/23 financial statements Other offices held in any company Other offices held in all companies
7
Attendance rate at Board meetings
in 2019/20 over the previous four financial years
during the 2019/20 financial year: Chairwoman of HeR Value, Chairwoman of the Olympique Member of the BPI national orientation committee.
87.5% Lyonnais CSR Committee, Member of the Board of Directors of
Fondation Société Générale, Member of the Supervisory Board of 8
Forlam, Member of the Board of Directors of UCLY, Chairwoman
of the Executive Committee of Fondation Jacques Cartier and of
TEWE Exploration, Director of OL Reign (USA)*.
9
* Since 6 October 2020.
Principal function outside the Company: Chairwoman of Société des Commerces Touristiques (SCT) SAS
Annie Famose was born on 16 June 1944 in Jurançon. Ms Famose is currently chief executive of Skiset, 11
France's largest grouping of independent ski rental outlets, as well as several restaurants.
Ms Famose has expertise in sports and business. Before becoming an entrepreneur, she was a ski champion
and a member of the French national team from 1960 to 1972, winning several bronze and silver medals in
12
the Olympic Games and a world championship title in the slalom.
After her professional sports career, she opened her first ski rental store, created the “Village des Enfants”
in Avoriaz, then developed the Skiset independent renters network.
18, rue Haute Ms Famose is a graduate of ESSEC. Her experience and entrepreneurial success earned her the title of 13
78450 Chavenay (France) “2005 Businesswoman of the Year”.
She has been a member of the Board of Directors of Olympique Lyonnais since 2011 and has chaired the
Date of first appointment:
Audit Committee since the start of 2017.
06/12/2011 14
Date term expires:
Shareholders’ Meeting to approve Other offices held in any company Other offices held in all companies
2022/23 financial statements in 2019/20 over the previous four financial years
15
Attendance rate at Board meetings
Chairwoman of Société des Commerces Touristiques (SCT) SAS, Chairwoman of the Board of Directors of Compagnie des
during the 2019/20 financial year:
Chairwoman of SPC SA, Loueurs de Skis – CLS Skiset SA, Perm. rep. of Société des
87.5%
Representative of SCT SAS, Chairwoman of SCT Restaurant SAS, Commerces Touristiques SCT SAS, on the Board of Directors
of SCT Sport SAS, of SCT La Dunette Holding SAS, of La Dunette of Compagnie des Loueurs de Skis – CLS SA, Manager of SCT 16
SAS, of Arni SAS, of Bika SAS, of SCT la petite Plage SAS, of SCT Restaurant SARL, Chairwoman of Ski Shop SAS, Manager of Fidji
Le Jardin SAS, SARL, Manager of SCI BLR, F.I, HP, LCK, Pomme, SSFB, Director
of Bidco 3 SAS, of Bidco 4 SAS, of SCT Hôtel SAS, of Compagnie Internationale des Loueurs de Skis, Chairwoman
of SCT La Ferme SAS, of La Ferme SAS, of SCT of Ski Shop SAS, Manager of Skiset Finances SKF SARL, 17
Le Café SAS, of Megève Invest 1 SAS, of Megève Invest 2 SAS, of Manager of Sport Boutique 2000 SARL, Manager of La Paneterie
SCT Management SAS, and of Ferme Saint-Amour SAS, EURL, Chairwoman of SCT International SAS.
Manager of Village des Enfants SARL, of LDV SCI,
of Sarah SCI, of David SCI, of Brémond Lafond SCI, of LR SCI, 18
of Kiwi SCI, of Fina SCI, of ST Invest SCI, of ST Invest 2 SCI,
of le Café SCI, of le Yak SARL, and of La Cabane SCCV,
Director Pierre et Vacances,
19
Director Olympique Lyonnais.
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 87
14. ACTIVITIES OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT
2
Ardavan Safaee Principal function in the Company: Director
Principal function outside the Company: Chairman of Pathé Films
3
Ardavan Safaee was born on 1 March 1981 in Paris. He began his career as Chief Financial Officer for
Memento Films and then Elzevir Films. He then joined Bonne Pioche Productions, where he was Chief
Financial Officer before becoming Chief Executive Officer in 2014. He joined Pathé Films in 2015 as Head
of Production. In February 2018, he became Chief Executive Officer, then Chairman of Pathé Films in 2019. 4
5
4, Cité Griset
75011 Paris (France) Other offices held in any company Other offices held in all companies
Date of first appointment: in 2019/20 over the previous four financial years
Co-opted on 5 June 2019 as Chairman of Pathé Films, Manager of Tsilaosa Films,
6
replacement for Jérôme Seydoux CEO of Pathé Films until August 2019.
Date term expires:
Shareholders’ Meeting to approve 7
2021/22 financial statements
Attendance rate at Board meetings
during the 2019/20 financial year:
87.5% 8
9
Annie Bouvier Principal function in the Company: Independent Director
Principal function outside the Company: Deputy CEO in charge of HR, Communications and QSE for Airvance Group
Annie Bouvier was born on 21 March 1967. She has an MBA from EM Lyon Business School, a Master’s 10
2 degree in Human Resources from the IGS-HR Management School and a graduate degree in Political
Sciences. She has proven expertise in the field of human resources.
A professional in the management and transformation of human resources at an international level, 11
Ms Bouvier has 20 years of experience in family-run mid-caps in industries including healthcare, sports
equipment, mechatronics and connected objects.
She has expertise in all types of HR assignments, including change management, auditing and structuring
HR policies in contexts where business models and skills have undergone significant transformation, defining 12
10 A, chemin de la Sapeuraille strategies and supervising their execution, management coaching, restructuring, team management, project
69450 Saint-Cyr au Mont d’Or (France) management, etc.
Date of first appointment: Deputy CEO in charge of HR/QSE and Communications of France Air Group, now Airvance, and member
03/12/2019 of the Airvance Executive Committee, she has held the positions of Group HR Director of PSB Industries, 13
Date term expires: Somfy, Salomon/Mavic, and is currently a member of the Board of Directors of Somfy Foundation and the
Shareholders’ Meeting to approve University of Savoie Mont-Blanc.
2024/25 financial statements 14
Attendance rate at Board meetings Other offices held in any company Other offices held in all companies
during the 2019/20 financial year: in 2019/20 over the previous four financial years
100%
from appointment Director of Somfy Foundation and the University of Savoie 15
Mont-Blanc.
16
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 89
14. ACTIVITIES OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT
Anne-Laure
Principal function in the Company: Director
Julienne-Camus
Principal function outside the Company: Chief Financial Officer of Pathé Group
Anne-Laure Julienne-Camus was born on 3 November 1971. A graduate of ESCP, she has spent most of
her career with PricewaterhouseCoopers, joining the firm in 2000 as a senior manager. She was promoted
to partner 11 years later, and was responsible for the contract and concession catering, temporary work
and transport sectors.
In 2018, she joined the Pathé Group as Chief Financial Officer.
Ms Julienne-Camus has a broad vision of financial matters, both technical and operational, acquired through
her dual experience as statutory auditor and Chief Financial Officer.
2, rue Lamennais
75008 Paris (France) Other offices held in any company Other offices held in all companies
Date of first appointment:
in 2019/20 over the previous four financial years
31/07/2020 Permanent Representative of LCPG SAS on the Executive
Date term expires: Committee of Cinésavoie,
Shareholders’ Meeting to approve Category B Manager of Palladium Grafton Sarl and Platinum
2025/26 financial statements Grafton Sarl,
Director of Nouveaux Écrans de Wallonie, Empire, Benge BVBA,
Attendance rate at Board meetings
Siniscoop NV, Cinéscope BVBA and Euroscoop NV.
during the 2019/20 financial year:
NA
2
Promoting diversity The main work of the Board during the 2019/20 financial
The Board of Directors pays special attention to its year, in addition to approving the financial statements and
to performing its customary tasks, pertained to:
composition in order to promote diversity on the Board 3
and its committees. It believes that diversity is important • developing international partnerships and acquiring a
because it is a source of energy and performance which women’s football franchise in the USA;
ensures quality in the Board’s discussions and decisions. • planning the construction of a new arena; 4
Promoting diversity over the past few years has led to • partnering with Asvel;
changes in the composition of the Board, resulting in more • organising a festival and creating a joint venture with
5
balanced representation in terms of independence, age, Olympia Production;
gender, skills and seniority. This diversity policy takes into • presenting the updated budget and cash projections
account the need to appoint directors who are experienced (detailed presentation of the year-end situation, short- 6
and familiar with the Company, the Club and its business term financing needs, year-end covenant compliance and
activity. waiver requests);
• negotiating the Group’s business and sponsorship 7
The diversity policy of the Board and its committees aims agreements;
to promote a variety of skills, experiences and expertise, • continuing to implement the strategy of buying and
selling player registrations and thereby capitalising on 8
and to guarantee that the Board’s missions are carried out
in full independence and objectivity, in a spirit of teamwork the OL Academy;
and openness: • managing building rights (hotel, offices, leisure & enter-
9
tainment complex, etc.); and
• the Board aims to bring together the skills required
for the development and implementation of OL Groupe’s • managing the Covid-19 public health crisis and imple-
long-term strategy; menting operational measures. 10
of the financial year. Meetings are usually held at the conditions under which members may be considered
independent.
head office, or by video or telephone conference. During
19
Board meetings, confidential information is distributed In accordance with the AFEP/MEDEF code as amended
to the Directors in order to acquaint them with the topics in January 2020, Directors are considered independent
if they do not exercise any management function in the
on which they will be asked to vote. Directors may also 20
Company or in the Group to which the Company belongs,
be consulted by telephone when timeframes are shorter.
and have no relation of any nature, directly or indirectly,
with Olympique Lyonnais Groupe, the Group or its manage-
21
ment which could compromise their freedom of judgment.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 91
14. ACTIVITIES OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT
In particular, according to the AFEP/MEDEF code, they could be directly or indirectly implicated. They must
a member of the Board of Directors will be deemed abstain from participating in the discussions and decisions
independent if he/she: made on these subjects.
• is not currently an employee or executive corporate The Directors’ code of conduct also draws attention to the
officer of Olympique Lyonnais Groupe or a company of the current stock market regulations applicable to insider
Group, nor during the past five years; trading, failure to disclose information and share price
• is not a corporate officer of a company in which manipulation.
Olympique Lyonnais Groupe, directly or indirectly, is
appointed director, or in which an employee is designated Agreements with executives or directors
as such or a corporate officer of the Company (currently
Agreements pursuant to Articles L225-38 et seq. of the
or in the past five years) is appointed director;
French Commercial Code are reported in Chapter 17.2 of
• is not a customer, supplier, investment banker or banker this Universal Registration Document.
providing significant finance to the Company, a company
The Board of Directors examines the agreements
of the Group or for which Olympique Lyonnais Groupe
concluded between the persons mentioned in Article
represents a significant part of the activity;
L225-38 of the French Commercial Code that were not
• has no close family connection with a corporate officer; subject to the prior approval procedure indicated in the
• has not been a Statutory Auditor of Olympique Lyonnais same article, because the agreements concerned ordinary
Groupe during the past five years; transactions carried out under normal terms and condi-
• has not been a member of the Board of Directors of the tions. The Board of Directors performs this examination
Olympique Lyonnais Groupe for more than 12 years on the annually in order to determine whether the agreements
date that his/her current appointment began. fully comply with these conditions.
2
• the creation, acquisition or subscription to the capital • examine periodically the internal control procedures and
of any subsidiary or the taking out of a significant equity more generally the audit, accounting and management
investment in the capital of any company, as well as the procedures in effect in the Company and the Group with
3
significant increase or reduction in any existing equity the CEO, the internal audit department and the Statutory
investment. Auditors;
• enquire into any transaction, issue or event that may 4
have a significant impact on the situation of the Company/
4. Committees created by the Board of Directors Group in terms of commitments and/or risks; and
5
Olympique Lyonnais Groupe is committed to transparency • ensure that the Company/Group has suitable audit,
and disclosure and has sought to implement provisions accounting and legal resources for the prevention of risks
in its Charter drawing upon the recommendations of the and accounting irregularities in the management of the 6
AFEP/MEDEF report entitled “Corporate governance of businesses of the Company/Group.
listed companies”, revised in January 2020. These recom-
mendations are applied insofar as they are compatible The Audit Committee issues proposals, recommendations 7
with the organisation and size of the Company. and opinions depending on the issue and reports on its
To this end, the Board of Directors of Olympique Lyonnais work to the Board of Directors. To this end, it may seek any
8
Groupe has set up an Audit Committee whose responsi- external advice or expert opinion that it considers useful.
bilities are described below. The Audit Committee may decide to invite, as required, any
person of its choice to its meetings. The Chairman of the 9
Audit Committee Audit Committee reports to the Board of Directors on the
The Audit Committee is composed of five members, a work of the Committee.
majority of whom can be considered independent, 10
appointed by the Board of Directors. Neither the As of the date of this Universal Registration Document, the
Chairman, the Chief Executive Officer nor members of members of the Audit Committee, as decided by the Board
11
Senior Management may be members of this Committee. of Directors on 21 March 2017, were as follows:
Committee members receive training, if required, on the
• Ms Annie Famose, Chairwoman;
specific accounting, finance and operational issues of the
• Mr Thomas Riboud-Seydoux; 12
Company and the Group at the time of their appointment.
The Chairman of the Audit Committee is appointed by the • Holnest, represented by Mr Patrick Bertrand;
Board of Directors. The Audit Committee meets at least • Ms Héloïse Deliquiet; 13
four times a year, on the initiative of its Chairman and of
• Ms Pauline Boyer Martin.
the Chairman of the Board of Directors, to examine the
These members were appointed for the term of their office
annual and semi-annual financial statements and the 14
quarterly reports before they are submitted to the Board. as Directors.
Annie Famose was appointed as Chairwoman of the Audit
Committee for the term of her appointment as Director. 15
The Audit Committee’s role is to:
The members of the Audit Committee, who are also execu-
• provide assistance to the Board of Directors in its
tives or senior managers of other companies, have experi-
responsibility to examine and approve the annual and 16
ence in finance.
semi-annual financial statements;
• examine the annual and semi-annual financial state-
ments of the Company/Group and the related reports The Audit Committee met five times during the 2019/20 17
before they are submitted to the Board of Directors; financial year. The majority of the Committee members
were in attendance at these meetings.
• meet with the Statutory Auditors and be informed of their
18
analyses and conclusions;
• examine and issue an opinion on candidates for the role
of Statutory Auditor of the Company/Group on the occasion 19
of any appointment;
• ensure that Statutory Auditors comply with the incom-
20
patibility rules for those with whom they have regular
contact and examine, in this regard, all relationships that
they maintain with the Company/Group and express an
21
opinion on the fees requested;
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 93
14. ACTIVITIES OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT
Appointments and Remuneration Committee Jean-Paul Revillon was appointed non-voting member
The Board of Directors created an Appointments and by the Board of Directors on 15 December 2016; share-
Remuneration Committee at their 25 September 2018 holders ratified his appointment at the General Meeting
meeting. on 5 December 2017.
This Committee is composed of five members, three of Gilbert Saada was appointed non-voting member by the
whom can be considered independent, appointed by the Board of Directors on 21 March 2017. Shareholders ratified
Board of Directors as follows: his appointment at their General Meeting on 5 December
2017.
- Ms Héloïse Deliquiet, Committee Chairwoman;
- Holnest, represented by Mr Patrick Bertrand;
- Mr Ardavan Safaee;
- Ms Annie Famose; 5. Shareholders - Participation of shareholders in
- Ms Sidonie Mérieux. Annual Shareholders' Meetings
Shareholders as of 30 June 2020 can be found in
Special-purpose committees Chapter 19.1 of the Universal Registration Document.
During the 2017/18 financial year, two special-purpose The conditions under which shareholders can partici-
committees were formed to address specific topics: pate in Annual Shareholders' Meetings are indicated in
Article 23 of the Articles of Association (which are avail-
- a Business Committee;
able at the Company’s head office and at the clerk’s office
- a Media Committee.
of the Lyon Commercial Court).
These two committees are composed of Board members
or outside individuals with specific expertise, as well
as Strategy Committee members. They meet regularly,
according to operational needs.
The objective of these committees is to track the develop- 14.4.2 Internal control and risk management
ment of specific projects and expand the range of exper- Internal control aims to prevent and manage the risks to
tise for better project coordination. which the Group is exposed, particularly those described
The committees meet with varying frequency, depending in Chapter 3 of the Universal Registration Document.
on the updates required by developments specific to each
project. I. Organisation of internal control
Internal control aims to prevent and manage the risks
Non-voting members to which the Group is exposed. It is managed by several
At their 5 December 2017 Meeting, shareholders voted bodies under the direction of an Executive Committee,
to amend the Articles of Association so as to enable which is comprised of the non-corporate-officer General
them to appoint two non-voting members during their Manager and all Directors and Deputy General Managers
Ordinary General Meeting, whose role would be to assist and chaired by the Company’s Chairman and Chief
the Board of Directors. The Board of Directors may also Executive Officer.
appoint non-voting directors directly, on the condition
that their appointment is ratified by shareholders at their The Executive Committee meets regularly to assess the
next Ordinary General Meeting. Non-voting members progress made on all the Company’s ongoing strategic
may or may not be shareholders. They are appointed for projects, thereby ensuring that the Group’s strategic plan
a term not to exceed six years and may be reappointed. is being properly executed. The Executive Committee’s
Shareholders meeting in their Ordinary General Meeting purpose is to broaden and strengthen the oversight and
may remove a non-voting member at any time. The Board governance of the Group’s activities.
of Directors sets their responsibilities and determines any
remuneration. A Management Committee also meets, headed by the
Non-voting members are invited to all Board of Directors non-corporate-officer General Manager. It is attended by
meetings, in the same way that other members are invited, all senior managers, heads of departments, and directors
and take part in deliberations in a consultative role only. of subsidiaries and business units, who together examine
Their absence has no effect on the validity of deliberations. and monitor the operational progress of the Company’s
Non-voting members may express their opinions during principal projects and cross-functional programmes.
meetings of the Board of Directors. They cannot replace Specific projects affecting the entire Company may be
members of the Board and may only express opinions. presented at Committee meetings.
The Board of Directors may also assign specific tasks to OL Groupe’s various operational departments perform
non-voting members. first-level controls and are responsible for formalising and
2
applying procedures within their scope of responsibility to regulatory reports they regularly submit to football's
ensure the completeness and accuracy of financial data. official bodies both in France (National Directorate of
In addition, three structures have been set up to perform Management Control of LFP) and at the European level.
3
second-level controls: Moreover, UEFA’s Financial Fair Play rules entered into
force on 1 June 2011 and have been updated several times,
• An Internal Control and Process Improvement division,
most recently in May 2018. They are monitored by the Club
supervised by the Deputy General Manager in charge of 4
Financial Control Body, UEFA’s disciplinary body. Since
Finance and Information Systems, performs second-level
then the Company has fulfilled all its reporting require-
controls on all of the Company’s departments.
ments concerning liabilities related to players, other clubs 5
• In order to monitor its projects effectively, the Group and tax and social security authorities. It also fulfilled its
implemented a Project Management Office (PMO) in requirement with regard to annual financial break-even.
January 2020. In addition to centralising, coordinating and
The Company continues to play an active role in the 6
sharing information, the PMO helps the Company to align
meetings and workgroups on Financial Fair Play organ-
its major projects with its strategic objectives in terms of
ised by UEFA and the European Club Association (ECA),
budget, resource allocation and controls. 7
specifically via (i) the ECA’s Financial Fair Play Strategic
• Finally, since 2018, with the recruitment of an IT System Panel – Jean-Michel Aulas sits on this panel – and
Security Manager (ISSM) reporting to the Group’s Chief (ii) the ECA’s Finance workgroup and the Financial Fair
Information Officer (CIO), the Company has continued its Play Technical Panel, of which OL’s Deputy General
8
efforts to secure its IT system by implementing an action Manager, CFO and CIO is a member.
plan in accordance with the security audit performed in
2017. 9
Procedures relating to human resources management
These three divisions each have a multi-year roadmap.
The Deputy General Manager in charge of Legal Affairs
and Human Resources, supported by the Deputy General 10
II. Control procedures Manager in charge of Finance and IT, organises the human
resources management and control system. Based on
Procedures relating to the preparation and processing of accounting work prepared by the Legal department, new employees go 11
and financial information through a triple-validation process involving the recruiting
Financial and accounting information is prepared using manager, the head of human resources and the non-cor-
an accounting and administration system, enabling porate-officer General Manager. Senior Management 12
easier monitoring of completeness, proper transaction approves the recruitment of professional football players
valuation and the preparation of accounting and financial for Olympique Lyonnais SASU. Player recruitment follows
information in accordance with accounting standards and 13
a special procedure under the responsibility of Senior
procedures in force and applied by the Company both for Management. Under this system, the Technical Director
the separate and consolidated financial statements. The selects the players to be proposed to Senior Management.
14
annual, semi-annual and monthly consolidated financial Before a professional player can be definitively recruited,
statements are prepared by the accounting and consol- however, the following “player procedure” must be
idation department according to a procedure of upward adhered to: (i) a contract must be drafted by a lawyer,
15
reporting from all Group entities, which aims to ensure (ii) the Deputy General Manager in charge of Legal Affairs
that information about the consolidation scope is complete and Human Resources (distinct from the lawyer drafting
and that the consolidation rules in force in the Group have the contract) must review the contract on the basis of 16
been fully applied. The Deputy General Manager in charge pre-defined criteria (in this context, the Deputy General
of Finance and IT (CFO and CIO) monitors the accounting Manager in charge of Legal Affairs and Human Resources
and financial information produced by the accounting decides whether outside advisors must be brought in), and 17
and consolidation department. A final review is then (iii) the Chairman or the Deputy General Manager in
prepared by the non-corporate-officer General Manager. charge of Legal Affairs and Human Resources and the
For the semi-annual and annual closings, this information non-corporate-officer General Manager must sign a 18
is checked by the Statutory Auditors, who are advised commitment letter. More generally, control of human
beforehand of the financial statement preparation process. resources also encompasses remuneration and skills
They perform checks in accordance with the standards management. 19
in force and present a summary of their work to Senior An organisational change has been initiated since the start
Management and the Audit Committee during annual and of financial year 2020/21, with the creation of a Football
semi-annual closings. General Manager, responsible for supervising all sports
20
The Deputy General Manager in charge of Finance and operations. This led the Group to adjust its Legal and
IT Systems applies similar financial information prepa- Human Resources organisation, with the forthcoming
21
ration, internal control and review procedures to all the recruitment of a Human Resources Director.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 95
14. ACTIVITIES OF THE BOARD OF DIRECTORS AND SENIOR MANAGEMENT
Procedures relating to the monitoring and management process to comply with the various pillars of the “Sapin 2”
of operational activities Act, in collaboration with all of the Group’s operational
Operational activities are monitored to ensure that identi- and functional departments and with the assistance of a
fied risks related to them are tracked and that business specialist firm.
indicators are established and formalised. In particular,
the following activities are monitored:
- decision-making and tracking of business development
initiatives under the impetus and direct responsibility of
14.5 F UTURE CHANGES IN THE COMPOSITION OF
the subsidiary or business unit director, and the supervi-
sion of these operations and decisions by the Director of
ADMINISTRATIVE BODIES (ALREADY DECIDED)
Business Development and the Deputy General Manager
At its meeting on 6 October 2020, and on the suggestion of
in charge of Marketing and Strategy;
IDG, the Board of Directors proposed the appointment of
- investments, supervised by the Group's Executive Mr Qiang Dai. This proposal will be submitted for share-
Committee, which meets regularly to review the Group's holder approval at the Ordinary Shareholders’ Meeting on
investment plans and related decisions; representatives 26 November 2020.
of the Group's Management Control, Operations and IT
Systems departments are present at these meetings;
- merchandise purchases and tracking of inventory levels
for subsidiaries whose activity requires an inventory;
- general expense items and the new, recurring operating
expenses at Groupama Stadium, as well as expenses
related to new B2B and B2C activities carried out at
Groupama Stadium; and
- revenue, direct expenses and margins, per event, at
Groupama Stadium, as previously described.
15. EMPLOYEES
2
50
0 21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 97
15. EMPLOYEES
2
2019/21 plan
During its meeting of 12 February 2019, the Board of
Directors decided, within the limits of the authorisation 3
granted by the shareholders at their 5 December 2018
Combined General Meeting, 17th resolution, to grant a
maximum of 765,000 existing or new Company shares to 4
certain beneficiaries designated by name by the Board of
Directors, who are employees of the Company or related
companies within the meaning of Article L225-197-2 of the 5
French Commercial Code.
• Maximum number of shares:
765,000 Olympique Lyonnais Groupe shares. 6
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 99
100 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
16. PRINCIPAL SHAREHOLDERS 1
10
Breakdown of OSRANE holders as of 30 June 2020
(on the basis of the statement of registered shares as of 30 June 2020 and information available to the issuer)
11
Number of shares potentially
Number
OSRANE holders % to be issued on 01/07/2023
of OSRANEs
in repayment of the OSRANEs
12
Holnest 327,138 32.71% 29,878,822
Pathé + OJEJ(1) + SOJER(1) 426,047 42.60% 38,912,577
IDG 200,208 20.02% 18,285,797 13
Treasury shares
Free float 46,707 4.67% 4,265,937
15
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 101
16. PRINCIPAL SHAREHOLDERS
2
Share capital and voting rights held by Board members Share capital and voting rights held by Board members
as of 30 June 2020 - Executives’ percentage ownership as of 31 August 2020 - Executives’ percentage ownership
of the Company's share capital of the Company's share capital
3
(Source: CM-CIC, based on registered shares; the table To the best of the Company's knowledge, as of 31 August
below includes only shares held directly by the Board 2020, members of the Board of Directors held 16,271,019
members and excludes those held by companies related shares in registered form (excluding any shares held by 4
to them, if any) companies related to Board members), which corresponds
to 27.95% of the Company’s share capital and 29.66% of
Shares held by Board Number % of voting
% of capital the voting rights.
members of shares rights(1) 5
15
Transactions carried out by executives and corporate officers
during the financial year
Pursuant to Article 621-18-2 of the Monetary and Financial 16
Code and Article 223-26 of the AMF's General Regulation,
OL Groupe hereby declares that it has been notified of the
following transactions in its shares during the 2019/20 17
financial year and up until the preparation date of this
Universal Registration Document:
18
20
- On 20 March 2020, Holnest SAS, a director of OL Groupe
and a legal entity related to Jean-Michel Aulas, Chairman
and CEO, acquired 12,261 Olympique Lyonnais Groupe
21
shares for €29,574.76.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 103
16. PRINCIPAL SHAREHOLDERS
2
- for IDG European Sports Investment Ltd: three (3) In a separate agreement, IDG European Sports Investment
members for as long as it holds 15% of the share capital Ltd has agreed to hold the securities to which it has
of the Company (on a fully-diluted basis), and two (2) subscribed until the second anniversary of the subscrip-
3
members for as long as it holds 15% or less but more than tion date of the second tranche, subject to certain excep-
10% of the share capital of the Company on a fully-diluted tions (in particular tender of securities under a public
basis. offering, transfers necessary to avoid triggering a manda- 4
tory public offering, transfers to entities related to IDG
Capital Partners and the pledging of beneficial rights).
Consequently, to the best of the Company's knowledge, 5
Right of first refusal no shareholder is currently in a position of control, in the
By virtue of this agreement, at the end of the manda- meaning of Article 233-3 of the French Commercial Code.
tory holding period applicable to IDG European Sports 6
Investment Limited, any planned transfer of securities by
IDG European Sports Investment Limited to a third party
7
will be subject to a right of first refusal.
In the event of a planned transfer, IDG European Sports 16.5 A GREEMENTS KNOWN TO THE ISSUER THAT
Investment Limited will send a prior written notification COULD LEAD TO A CHANGE IN CONTROL 8
to Holnest and Pathé. Holnest and Pathé may then decide As of the date of this Universal Registration Document,
to acquire (or cause to be acquired) all of the shares to to the best of the Company’s knowledge, there were no
be transferred by sending a purchase notification within other agreements, except for the OSRANE bond issue, 9
a time period that will depend on whether the planned which could give rise to a repayment causing a change
transfer is take place on the market or over-the-counter. in control of the issuer at a future date. The terms of the
OSRANE issue are described in Note 10.1 to the consoli- 10
As an exception to the foregoing, IDG European Sports
Investment Limited may transfer all or part of the securi- dated statements.
ties of the Company that it holds to a new subscriber, 11
provided it complies with certain conditions, including (i) a
notice period of at least one month; (ii) assumption by the
assignee of all of the obligations of IDG European Sports 12
Investment Limited under the agreement, without any
change whatsoever; and (iii) assumption by the assignee
of the disclosures and guarantees initially provided by IDG 13
European Sports Investment Limited.
In addition, IDG European Sports Investment Ltd will in no
14
event sell an amount of securities of the Company on any
trading day equal to more than 25% of the average daily
volume of the securities in question on the market where 15
the sale is to take place (this average daily volume would
be calculated on the basis of the average daily volume of
transactions over the thirty (30) trading days preceding the 16
day on which the sale is to take place).
The agreement will expire on 1 July 2023 or, if that date
17
is not a trading day, the first trading day thereafter. It
will expire earlier if IDG European Sports Investment Ltd
sells all of the securities of the Company that it holds, in 18
compliance with the terms of the agreement.
The parties to this agreement are not acting in concert
and have no intention to act in concert with respect to the 19
Company, within the meaning of Article L233-10 of the
French Commercial Code. The parties to the agreement
20
have no intention to carry out a common policy vis-a-vis
the Company, and no obligation in the agreement is
intended or can have the effect of causing them to carry
21
out such a policy.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 105
106 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
17. TRANSACTIONS WITH RELATED PARTIES 1
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 107
17. TRANSACTIONS WITH RELATED PARTIES
Agreement with Holnest, Pathé and IDG European Sports - an additional sum of €200,000, excl. VAT, if Olympique
Investment Ltd Lyonnais' men's first team qualifies for a European
competition,
Board of Directors meeting of 23 June 2020 - an additional sum of €100,000 excl. VAT if Olympique
Lyonnais' women's team qualifies for a European compe-
Persons/legal entities involved: Holnest, Pathé and tition,
European Sports Investment Ltd as shareholders, - an additional amount of €100,000 excl. VAT if Olympique
Jean-Michel Aulas, Chairman of OL Groupe and Chairman Lyonnais is ranked as having France's best training
of Holnest, Eduardo Malone, Thomas Riboud-Seydoux, academy in 2019, according to the French Football
Ardavan Safaee and Xing Hu, Directors. Federation, or among the top five European training
academies during the past season, according to the
Nature and purpose: amendment to shareholder agree- Swiss CIES Football Observatory. Should it rank between
ment without action in concert. sixth and tenth place, the amount paid will be reduced to
€50,000.
Terms and advantages for the Company:
The variable fee is equal to 1% of the weighted average
On 7 December 2016, Holnest, Pathé and IDG European of the Group's consolidated EBITDA over the last three
Sports Investment Ltd signed a shareholder agreement financial years, subject to compliance with the banking
without action in concert whose purpose is to define the covenants and consolidated net income being positive.
principles governing the composition of the Board of
Directors and the transfer of shares. This agreement was Your Board of Directors has justified this agreement by:
signed in the presence of your Company and will remain
(i) the level of involvement of Jean-Michel Aulas and the
in force until 1 July 2023 or until the date on which IDG
continued expansion of the scope of activities of Olympique
European Sports Investment Ltd sells all of the shares it
Lyonnais,
holds in your Company.
(ii) taking into account women's football, in which the
At its meeting of 23 June 2020, your Board of Directors Group has been investing for several years, enabling it to
authorised the draft amendment to the shareholder create and maintain a team that competes at the highest
agreement, which provides for an increase in the number level,
of directors to 17, to allow three new directors to be (iii) the recognition that the rankings of the training acade-
appointed. mies may be influenced by factors linked to clubs' internal
recruitment policies not necessarily bearing any relation
to the objective performance of the training academies.
Agreement with Holnest
At its meeting of 23 June 2020, your Board of Directors
authorised the suspension, for the 2019/20 financial year
Board of Directors meetings of 9 October 2019 and only, of the conditions relating to compliance with bank
23 June 2020 covenants and positive consolidated net income.
Persons/legal entities involved: Holnest, Jean-Michel Subsequent to the closing date, your Board of Directors
Aulas, Chairman of OL Groupe and Chairman of Holnest. took note of Holnest’s decision to waive 25% of the variable
remuneration.
Nature and purpose: management assistance agreement.
Expense recognised during the period: €1,651 thousand.
Terms and advantages for the Company:
Your Company pays fees to Holnest under an agreement
whereby Holnest provides management assistance to
your Company. The fee comprises a fixed portion and a
variable portion.
2
AGREEMENTS PREVIOUSLY APPROVED Company granted guarantees and collateral to its subsid-
6
This agreement continued to be in effect during the
Special remuneration of a non-voting member of the Board financial year at the same terms, it being specified that
Holnest’s and Pathé’s subscriptions now amount to 7
Board of Directors meeting of 19 July 2019 €20.7 million and €9 million, respectively.
Nature and purpose: guarantees and collateral granted On 4 May 2015, your Board of Directors authorised 19
with respect to a bond issue. Association Olympique Lyonnais to provide the security
necessary to obtain financing from Groupama Banque,
Terms: specifically so that OL Groupe benefits from the collat- 20
In the context of the borrowings undertaken by your eral. The financing is part of the new training centre and
subsidiary Olympique Lyonnais SAS on 28 June 2017 as training academy projects in Meyzieu and Décines, borne
21
a result of the restructuring of the Group’s debt, your by Association Olympique Lyonnais and OL Groupe.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 109
17. TRANSACTIONS WITH RELATED PARTIES
Orfis Cogeparc
Member of PKF International
Bruno Genevois Stéphane Michoud
FINANCIAL YEAR 4
5
18.1 HISTORICAL FINANCIAL INFORMATION Highlights
Pursuant to Article 28 of EC Regulation no. 809-2004, The principal events of the 2019/20 financial year were
the following information is included by reference in this as follows: 6
document:
- The 2019 consolidated and separate financial statements, • Covid-19
7
and the reports of the Statutory Auditors, presented in The measures taken by various governments to fight the
the 2018/19 Universal Registration Document filed on Covid-19 pandemic severely disrupted OL Groupe activities
29 October 2019 under no. D.19-0920. during the financial year. The financial statements were 8
- The 2018 consolidated and separate financial statements, significantly affected as from the month of March. The
and the reports of the Statutory Auditors, presented in the early end to the French Ligue 1 season, the suspension of
2017/18 Registration Document filed on 26 October 2018 the Champions League and the cessation of events explain 9
under no. D.18-0894. the decline in revenue and earnings across all Group
activities. The effects of the crisis on Group earnings are
detailed in Note 1. 10
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 111
18. FINANCIAL INFORMATION ABOUT THE ISSUER'S ASSETS, FINANCIAL POSITION AND EARNINGS
Toko-Ekambi for €16 million, Youssouf Koné for • Sale of property rights
€9 million, Tino Kadewere for €12 million, Jean Lucas for The next-to-last set of building rights was sold for
€8 million and Camilo for €2 million) (see Note 6.1). €2.8 million and included a capital gain €1.6 million,
recognised in the Group’s consolidated income statement
• New companies under "Other ordinary income and expenses".
- On 19 July 2019, OL Groupe acquired 45,000 shares in the
company Le Travail Réel for €45,000, bringing its share- • Sales of player registrations
holding to 30%. The purpose of the company is to support
Tanguy Ndombele was transferred to Tottenham for
and assist companies in their recruitment and training
€60 million (gross), plus potential incentives up to a
issues, with the aim of developing their human capital.
maximum of €10 million (see Note 4.2).
The company is accounted for by the equity method in the
Group’s financial statements.
As a reminder, the following major events took place
- On 10 July 2019, OL Groupe and Olympia Production during the previous financial year:
created OL Production. This new company will host the
annual music festival at Groupama Stadium. The first
• adidas
edition, scheduled for June 2020, was postponed to June
2021 because of the health crisis. The company is fully OL Groupe signed a firm, irrevocable memorandum of
consolidated in the Group’s financial statements. understanding with adidas, which will thus continue to be
the exclusive kit manufacturer for all Olympique Lyonnais
teams over the 2020-25 period.
• Acquisition of Reign FC
Under this agreement, Olympique Lyonnais will continue
Exclusive talks starting on 25 November 2019 with a view
to receive from adidas, for every football season, an
to the acquisition of Reign FC, an inaugural member of
increased minimum lump-sum payment and royalties
the National Women’s Soccer League (NWSL), concluded
based on the sale of products bearing the Olympique
successfully with the signature of an agreement to buy the
club’s assets for $3.51 million. Lyonnais and adidas brands. This payment may be
adjusted based on actual product sales and Olympique
The assets are lodged in a newly formed US registered
Lyonnais' results in the French and/or European compe-
company in which OL Groupe holds an 89.5% stake, repre-
titions in which it plays.
senting an investment of $3.145 million. Bill Predmore,
Reign FC’s former owner and chief executive, holds 7.5%
of the share capital. Tony Parker, the four-time NBA • Sales of player registrations
champion, Chairman of Asvel Basket SASP (the current Ferland Mendy was transferred to Real Madrid in June
French women’s and men’s basketball champion) and 2019 for €48 million, plus potential incentives up to
an OL brand ambassador in the United States, also has €5 million.
a 3% stake.
The company is fully consolidated in the Group’s financial • Equity investment
statements. OL Groupe acquired a minority shareholding in the
Asvel basketball club, including 25% in the men’s team
With this €3 million acquisition, OL Groupe has become, (€3.4 million) and 10% (€0.3 million) in the women’s team.
via the newly-formed US entity, a shareholder of the It also took a 10% stake (€0.46 million) in the Brazilian
NWSL, alongside the other teams of this closed league. company Gol de Placa, which manages the Brazilian club
Resende and the Pelé Academia, to support its develop-
• Exchange of OL Groupe / Asvel Basket SASP shares ment.
OL Groupe exchanged 348,606 shares held in treasury
for shares of Asvel Basket SASP remitted by other share-
holders of Asvel Basket SASP, amounting to an additional
stake of 8.33%.
As a result of this transaction, OL Groupe now holds
33.33% of the share capital of Asvel Basket SASP. The
shares are accounted for by the equity method.
3
18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
INCOME STATEMENT 4
% of 2018/19 % of
(in € 000) Note 2019/20
REV. restated(1) REV. 5
14
As indicated in the paragraph entitled "Presentation of the financial statements", the Group has applied IFRS 16 at 30 June 2020,
opting for the simplified retrospective approach, which does not require restatement of comparatives. 19
(1) The Group has also applied the IFRIC decision of 16 June 2020 concluding that proceeds from player transfers could no longer
be recognised as “revenue” and that only the gain or loss on the sale of player registrations should be recognised on a line
20
dedicated thereto in the income statement as stated above (see Notes 1.3 and 4.2).
The comparative figures have been altered accordingly (see Note 1.2).
(2) This item includes the €12.9 million in exceptional assistance received from the Ligue Nationale de Football (see Note 1).
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 113
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
Net amounts
Note 30/06/20 30/06/19
(in € 000)
Intangible assets
Goodwill 6.1 1,919 1,866
Player registrations 6.1 179,204 89,478
Other intangible assets 6.1 1,546 1,554
Receivables on sale of player registrations (portion > 1 year) 4.3, 8.4, 8.5 17,000 36,462
Receivables on sale of player registrations (portion < 1 year) 4.3, 8.4, 8.5 17,353 57,044
Other current assets, prepayments and accrued income 4.5, 8.4 40,099 16,992
(1) As indicated in the paragraph entitled "Presentation of the financial statements", the Group has applied IFRS 16 at 30 June 2020, opting for
the simplified retrospective approach, which does not require restatement of comparatives.
2
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
EQUITY & LIABILITIES
3
Net amounts
Note 30/06/20 30/06/19
(in € 000)
4
Share capital 10.1 88,474 88,429
Share premiums 10.1 123,388 123,396
Reserves and retained earnings 10.1 -87,045 -92,889
Other equity 10.1 138,011 138,047 5
Net profit attributable to equity holders of the parent -36,480 6,186
Equity attributable to equity holders of the parent 226,348 263,169
6
Non-controlling interests 3,718 3,262
11
Financial liabilities (portion < 1 year)
Bank overdrafts 8.3, 8.4, 8.5 392 354
Stadium bonds 8.3, 8.4, 8.5 2,663 71
12
Stadium bank loan 8.3, 8.4, 8.5 13,075 7,736
Current lease liabilities (1)
8.3 3,965
Other borrowings and financial liabilities 8.3, 8.4, 8.5 1,874 5,425
13
16
(1) As indicated in the paragraph entitled "Presentation of the financial statements", the Group has applied IFRS 16 at 30 June 2020, opting for
the simplified retrospective approach, which does not require restatement of comparatives.
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 115
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
3
Detail of cash flows related to the acquisition of player registrations
(in € 000) 2019/20 2018/19
4
Acquisition of player registrations -153,082 -53,420
Player registration payables as of 30/06/20 135,440
Player registration payables as of 30/06/19 -40,903 40,903 5
Player registration payables as of 30/06/18 -39,811
10
CHANGE IN WORKING CAPITAL REQUIREMENT
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 117
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
CHANGES IN EQUITY
Equity attributable to
equity holders of the parent
Total non- Total
(in € 000) Profit/loss
Reserves attributable controlling equity
Share Treasury Other recognised
Share capital and retained to equity interests
premiums shares equity directly in
earnings holders of the
equity
parent
Equity at 30/06/18 88,423 123,397 -882 -85,747 138,053 -5,448 257,794 3,044 260,838
Equity at 30/06/19 88,429 123,396 -2,378 -79,561 138,047 -4,764 263,169 3,262 266,431
Equity at 30/06/20 88,474 123,388 -3,439 -116,041 138,011 -4,046 226,348 3,718 230,067
The application of IFRS 16 did not have an impact on consolidated shareholders' equity as of 1 July 2019, because of the practical expedients
the Group chose to apply under the simplified retrospective approach (see Note 6.2).
(1) This amount corresponds to the change in fair value, net of taxes, of the hedging instruments put in place as part of the Groupama Stadium
loan agreement (see Note 11.6).
(2) See Note 10.1.
2
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (vs €100 million previously). The Group has introduced
measures above and beyond the reduction in payroll and
social security contributions, so as to reduce operating
3
expenses and complement the automatic decrease in
NOTE 1: SUMMARY OF SIGNIFICANT ACCOUNTING expenses related to the shutdown of activities for the
POLICIES duration of the Covid-19 epidemic. As of 30 June 2020, the 4
Group received exceptional assistance of €12.9 million,
under the LFP’s €224.5 million government-guaranteed
Background information - Covid-19 loan (PGE). The PGE enables clubs to receive an amount 5
The Group’s financial statements have been severely equal to the media rights not paid by broadcasters Canal+
impacted by the Covid-19 crisis, which caused the Group’s and beIN. This income will be recognised in 2019/20 as
principal activities to be halted in mid-March. “Other ordinary income and expenses”. 6
The LFP’s premature decision to end the Ligue 1 season Given the various consequences of the health crisis
resulted in a seventh place finish for the Club (men’s team) laid out above, a 2019/20 net loss of €36.6 million was
(3rd in 2018/19). recorded, despite EBITDA of €45.9 million, well into 7
UEFA decided to suspend the Champions League positive territory. As of 30 June 2020, the Group also had
2019/2020 and then resume it in August 2020 (2020/21 €32.5 million in cash, plus undrawn RCF availability of
8
financial year). €80 million, i.e. overall available cash of €112.5 million.
The French government’s ban on large gatherings
prompted cancellations and numerous postponements of In addition, following a preliminary agreement with 9
a busy programme of shows. Likewise, the seminar and bank and bond lenders on 23 June 2020, OL arranged
stadium tours business was halted in mid-March. a €92.6 million PGE (loan guaranteed by the French
Sponsoring - Advertising revenue was also hit by the government) on 23 July, with a maturity of 12 months. At 10
mid-March suspension of activities. The impact on the the end of that period, the Group can exercise a 1-5-year
2019/20 financial year was curbed through renegotiation amortisation option. These financing arrangements have
of various sponsorship agreements. strengthened OL Groupe’s available cash in the context of 11
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 119
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
on how to account for player transfer payments (disclo- - increase in right-of-use assets as of 1 July 2019:
sure on a separate line of net gains or losses, rather than €7,500 thousand (amortisation during the period of
inclusion in revenue). The comparative accounts have been €1,258 thousand; hence net assets of €6,242 thousand),
restated accordingly. The financial statements published - increase in lease liabilities as of 1 July 2019:
as of 30 June 2019 and the restated financial statements €7,509 thousand (repayment of €1,123 thousand during
are reconciled in Note 1.2. the period; hence net debt of €6,387 thousand),
To recap, the Group had adopted early the IFRS 9 amend- - reduction in external costs as of 30 June 2020:
ment on early repayment clauses with negative compen- €1,393 thousand,
sation and the restructuring of financial liabilities.
- increase in financial expense as of 30 June 2020:
The main impact of the first application of IFRS 16 is €222 thousand,
shown below. The other standards, amendments and
- increase in amortisation as of 30 June 2020:
interpretations did not have an impact on the Group’s
€1,258 thousand.
financial statements or were not applicable.
The impact of applying IFRS 16 as of 1 July 2019 has been
Application of the other amendments and interpretations
presented on a specific line of the statement of financial
did not have a significant impact on the Group's financial
position and tables showing the changes in non-current
statements.
assets and financial liabilities.
The Group has chosen to present right-of-use assets and
IFRS 16 – Leases lease liabilities on separate lines on the balance sheet.
As a reminder, OL Groupe had reported finance leases
Transition method
that previously came under the scope of the IAS 17 on its
The Group began applying this standard on 1 July 2019. 30 June 2019 balance sheet. As part of the application of
The standard was applied using the transitional arrange- IFRS 16, these leases were reclassified on the balance
ments specified in the simplified retrospective approach. sheet as right-of-use assets and as lease liabilities.
This approach consists in recognising the cumulative
The reconciliation between IAS 17 contingent liabilities
effect of the initial application as an adjustment to the
as of 30 June 2019 on the one hand, discounted at the
opening balance of shareholders' equity and in considering
incremental borrowing rate as of 1 July 2019, and IFRS 16
the right-of-use asset to be equal to the amount of the
lease payments on the other is as follows:
lease liabilities.
Contingent liabilities as of 30 June 2019 129,505
As indicated in the notes to the 2018/19 financial state-
ments, OL Groupe applied IFRS 16 to leases from 1 July Contracts previously restated under IAS 17 6,850
2019, using the simplified retrospective approach. Contracts outside the scope of IFRS 16 (1) -123,128
Discounting based on the term applicable under IFRS 16 1,132
The determination of whether an existing contract is a
lease or contains a lease was carried out as of 1 July 2019. Restatement of lease agreements as of 1 July 2019 14,359
(1) Service agreements that do not grant the right to use an under-
lying asset.
The Group has opted for the following practical expedients:
- right-of-use assets are equal to the debt on lease liabil- The rules for accounting for leases as laid down in IFRS 16
ities as of 1 July 2019, are presented in Note 6.2 to the consolidated financial
- the incremental borrowing rate is calculated as of the statements.
date of initial application, taking into account the initial
term of the contract and not the residual term, In addition, the Group has not opted for early application
- leases with a residual term of more than 12 months as of standards, amendments and interpretations adopted
of 1 July 2019 are restated, by the European Commission (or that could have been
applied in advance) which will come into effect after the
- initial direct costs of asset valuation are excluded,
closing date.
- it may use information obtained after the start of a lease,
such as for determining the term of a lease that contains These consist primarily of the following standards, amend-
a renewal or cancellation option. ments and interpretations:
In practice, restated leases relate principally to property • Standards, amendments and interpretations applicable
leases. to financial years beginning on or after 1 January 2020,
The principal financial consequences are as follows: provided they are adopted by the European Union:
- impact on the opening balance of shareholders' equity as - Amendments to IAS 1 and IAS 8 on materiality published
of 1 July 2019: €0 thousand, given the practical expedients in the Official Journal of the European Union in December
chosen (see above), 2019.
2
- Amendment to IFRS 3 - Definition of a business - In addition, the amendments to IAS 1, IAS 37, IAS 16, IFRS
published in the Official Journal of the European Union 3 and the Annual improvements - 2018-2020 cycle adopted
in April 2020. by the IASB come into force for periods beginning on or
3
- IBOR reform - Stage 1 - Amendments to IFRS 7, IFRS 9 after 1 January 2022, and the process for their adoption by
and IAS 39 - published in the Official Journal of the the European Union has not yet begun for the most part.
European Union in January 2020. There are no accounting principles contrary to IFRS that
4
- Revised conceptual framework for financial reporting are mandatory for financial years beginning on or after
published in the Official Journal of the European Union in 1 July 2019 and not yet adopted at the European level,
December 2019. which would have had a material impact on the financial
5
statements for the financial period under review.
The Group does not expect the other standards, amend-
ments and interpretations to have a material impact on the
presentation of its financial statements. 6
18
Note 1.3: Presentation of the income statement form of a gain or loss on a sale (of player registrations) on
a line dedicated thereto in the income statement that is 19
Gains on sales of player registrations separate from revenue.
On 16 June 2020, the IFRIC published its final decision The OL Groupe has taken this decision on board and has
20
on how to account for sales of player registrations under applied it from this financial year (see Note 4.2).
IFRS. It ruled that sales of player registrations (sales of
intangible assets) cannot be recognised as revenue, and
21
so clubs must account for the transfer of the player in the
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 121
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
Profit/loss from ordinary activities The application of the IFRIC decision of 16 June 2020 did
Total profit or loss from ordinary activities results from not have any impact on the cash flow statement because
the Group's operating activities and from player trading. the cash received in consideration for sales of player regis-
trations was already recognised under investing activities.
2
Note 2.2: Scope of consolidation
Number
Head office % Control % Interest % Control % Interest Consolida-
Company Activity of months
Company no. 30/06/20 30/06/20 30/06/19 30/06/19 tion method 3
consolidated
Lyon
SA Olympique Lyonnais Groupe Holding company 12 --
421577495 4
Companies owned by Olympique Lyonnais Groupe
Lyon
Olympique Lyonnais SASU Sports club 12 100.00 100.00 100.00 100.00 FC 5
385071881
Lyon
AMFL SAS Medical centre 51.00 51.00 51.00 51.00 FC
788746212
Lyon Services and 6
OL Loisirs Développement SAS 12 100.00 100.00 100.00 100.00 FC
832341143 Consulting
Lyon
OL Partner SAS Insurance broker 12 95.00 95.00 95.00 95.00 FC
832992671 7
Seattle
OL Reign (1)
Sports club 6 89.50 89.50 0.00 0.00 FC
All business 8
OL Group LLC (1) Seattle 6 100.00 100.00 0.00 0.00 FC
activities
All business
Olympique Lyonnais LLC (1) Seattle 6 100.00 100.00 0.00 0.00 FC
activities
Lyon 9
Shows &
OL Production SAS (2) 12 50.00 50.00 0.00 0.00 FC
853249464 entertainment
Beijing Services and
Beijing OL FC Ltd 12 45.00 45.00 45.00 45.00 EM
consulting 10
Lyon
Asvel Basket SASP (3) Sports club 12 33.33 33.33 25.00 25.00 EM
388883860
Lyon 11
Le Travail Réel SAS (4) Human resources 12 30.00 30.00 0.00 0.00 EM
852695741
Lyon
Lyon Asvel Féminin Sports club 0 10.00 10.00 10.00 10.00 NC
534560552 12
Brazil
Gol de Placa Sports club 0 10.00 10.00 10.00 10.00 NC
Note 2.3: Use of estimates deferred taxes, and provisions. These estimates are based
19
on the assumption that the entity is a going concern and
In preparing financial statements that comply with the
IFRS conceptual framework, management is required to are calculated using available information. Estimates may
make estimates and assumptions that affect the amounts be revised if the circumstances on which they were based 20
shown in the financial statements. The key items affected should change or if new information becomes available.
by estimates and assumptions are impairment tests Actual results may differ from these estimates.
21
of intangible assets with a finite or indefinite lifetime,
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 123
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
2
• Revenue from ticketing is tied to the football season and Breakdown of revenue
is recognised when the games are played. Season tickets
(in € 000) 2019/20 2018/19
sold for the coming season are recorded as deferred
income. OL Groupe France 180,360 220,854 3
• Events revenue derives from additional new businesses OL Groupe United States 333 -
developed since Groupama Stadium entered service. It
180,693 220,854
includes concerts, non-football sporting events, conven- 4
tions, B2B seminars and corporate events, stadium tours,
etc. Revenue is recognised when the services are provided.
Note 4.2: Gains on sales of player registrations 5
Breakdown of revenue
Breakdown of revenue by category Revenue from sale of player registrations
Revenue broke down as follows: Proceeds from the sale of player registrations are recog-
6
(in € 000) 2019/20 2018/19 nised as of the date the transfer contract is approved
by the League, which corresponds to the date on which
Media and marketing rights (LFP-FFF) 32,969 50,762 7
control is transferred. In the event such approval does not
Media and marketing rights (UEFA) 64,662 71,239
apply, the date at which the League was informed of the
Ticketing 35,535 41,793
signature of the transfer contract prevails. Sell-on fees
Sponsoring - Advertising 27,160 31,348 8
and other contingent fees are recognised when the condi-
Events 6,739 9,669
tion precedent is met. So long as the condition precedent
Brand-related revenue (1) 13,626 16,042
is not met, the contingent fee is recognised as a contingent
Revenue 180,693 220,854 9
liability.
Ticketing was hard hit by the termination of the Ligue 1 Customer contracts do not include a financing component,
season on 13 March, as six matches could not be played with the exception of receivables related to the settlement
10
at home, causing a €6.3 million shortfall. of player transfer contracts (settlements over 1 to 5 years).
The same holds true for LFP/FFF media rights with a The impact of discounting these receivables is not material
partial payment of rights by TV broadcasters and a prema- for the financial years presented.
11
ture final standing (7th place in the French Ligue 1 champi-
onship) following its earlier-than-scheduled conclusion.
This line item was down €17.8 million. In response to (in € 000) 2019/20 2018/19
this situation, the LFP awarded Clubs exceptional assis- 12
Tanguy Ndombélé 47,550
tance, which amounted to €12.9 million for Olympique
Lucas Tousart 21,060
Lyonnais and was recognised in “Other ordinary income
Timothé Cognat 72
and expenses”. 13
Hamza Rafia 374
The UEFA media rights revenue was curtailed by the delay
Nabil Fekir 19,750
until August 2020 of the round of 16 match second leg
Zachary Brault-Guillard 50
against Juventus, which had an impact of €4.8 million.
Mariano Diaz 22,323 14
Sponsoring-Advertising revenue was also hit by the
Ferland Mendy 42,728
mid-March suspension of football activities. Credit notes
Myziane Maolida 10,000
were raised to cover the services not performed. This line
Christopher Martins Pereira 1,755 15
item fell €4.2 million.
Jordan Ferri 300 2,200
The Events business was severely affected because the
Elisha Owusu 892
French government banned all large gatherings. As a
Alassane Plea 4,950
result, the OL Groupe had to cancel or postpone the 16
programme scheduled from March to June, as well as Rachid Ghezzal 665
events, leading to a €2.9 million reduction in this line item. Jean-Philippe Mateta 400 400
Alexandre Lacazette 1,350
Lastly, brand-related revenue was also affected by the 17
pandemic crisis, as all bricks-and-mortar stores remained Sergi Darder 737 246
completely closed for over two months and there was Mouctar Diakhaby 9
no physical flea market, causing sales to decline by Ishak Belfodil 100
18
€2 million. Conversely, the e-commerce business Other 574 553
continued to operate throughout the lockdown.
Revenue from sale of player
90,866 88,170
registrations 19
(1) Brand-related revenue
(in € 000) 2019/20 2018/19 The LFP’s premature decision to end the Ligue 1 season
prevented the usual end-of-season trading activities from
Derivative products 8,449 10,317 20
Image-related revenue 1,743 2,001
taking place in June 2020. The transfer window was open
Other 3,434 3,724 in June only in France, with all the other major European
leagues completing their 2019/20 championships during
21
Brand-related revenue 13,626 16,042 the summer of 2020.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 125
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
Revenue from sale of player registrations 90,866 88,170 Player registration receivables 34,353 93,506
Residual value of player registrations -8,128 -11,242 Provisions on player registration receivables
Gains on sales of player registrations 82,738 76,928 Net player registration receivables 34,353 93,506
2
(in € 000) 30/06/20 30/06/19 Note 4.7: Investments in associates
Inventories 3,177 2,618 Associates are companies in which the Group exercises
Provisions on inventory -220 -148 significant influence over financial and operating policies, 3
but which it does not control. Associates are recognised in
Net inventories 2,957 2,469
the balance sheet using the equity method.
4
The Covid-19 pandemic crisis has not led to any additional Equity method
inventory write-downs.
The equity method requires the investment in an associate
5
or joint venture to be initially recognised at cost and
adjusted thereafter for the Group’s share of the associate’s
Note 4.5: Other current assets or joint venture’s profit or loss and, if applicable, other 6
comprehensive income. Goodwill related to these entities
Other current assets, prepayments and accrued income
is included in the carrying amount of the investment.
broke down as follows:
7
(in € 000) 30/06/20 30/06/19 (in € 000) 30/06/20 30/06/19
Total other current assets 40,099 16,992 Closing balance 4,551 3,620
Provisions on other assets Including €4.5 million in goodwill allocated to Asvel Basket SASP. 10
(1) The change at 30 June 2020 corresponds to the Group’s acqui-
Net other assets 40,099 16,992
sition of an additional 8.33% stake in the capital of Asvel Basket
(1)
The change in other current assets was primarily due to SASP by means of a share exchange with Asvel Basket SASP 11
€9 million in receivables due from the Club’s participation in shareholders, giving it a total shareholding of 33.33%.
European competitions.
12
Note 4.6: Other current liabilities NOTE 5: EXPENSES AND EMPLOYEE BENEFITS 13
(in € 000) 30/06/20 30/06/19
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 127
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
Note 5.3: Senior Management remuneration Present value of opening commitments 2,420 1,733
Senior Management remuneration broke down as follows: Interest expense 20 26
Service cost during the financial year 271 167
• Short-term benefits (excluding employer’s share): Benefits paid -232
- The nine members of the Senior Management team Adjustments 166
received €2,581 thousand (€1,673 thousand fixed, Plan amendment 64
€881 thousand variable, and €27 thousand in benefits- Projected present value of closing
2,645 1,991
commitments
in-kind, i.e. the use of vehicles). Actuarial gain/loss for the financial year -304 429
- In 2018/19, the nine members of the Senior Management
Present value of closing commitments 2,341 2,420
team received €2,106 thousand (€1,409 thousand fixed,
€674 thousand variable, and €23 thousand in benefits-in-
The provision recognised for the Group's pension obliga-
kind, i.e. the use of vehicles).
tion is equal to the value of the liability weighted by the
The Chairman and CEO receives no remuneration from following coefficients:
OL Groupe apart from directors' fees.
• Expected increase in salaries: 1% a year above inflation
The Chairman and CEO of OL Groupe receives remuner- (1% as of 30 June 2019);
ation for his professional activities at Holnest, an invest- • Retirement age (62 for non-management staff and 64 for
ment and management holding company. management staff);
• Staff turnover, based on INSEE mortality tables and a
turnover rate calculated on the basis of turnover observed
for OL Groupe personnel and taking into account only
Note 5.4: Pension obligations departures due to resignations;
Post-employment benefits (retirement bonuses) are
• Discount rate: 0.75% as of 30 June 2020 (0.80% as of
recognised as non-current provisions. 30 June 2019);
The Group uses the projected unit credit method to • Social security contribution rate: 43% in most cases.
measure its defined benefit liability.
In accordance with the standard, actuarial gains and
The amount of the provision for pension obligations recog- losses are recognised in other comprehensive income, and
nised by the Group is equal to the present value of the the impact of plan amendments is recognised immediately
obligation, weighted by the following coefficients: in the income statement.
2
Note 5.5: Share-based payments achieved, the expense recognised in the year came to
€649 thousand, including €104 thousand in employer
On 12 February 2019, the Group implemented a bonus
contributions.
share plan. The plan is composed of two tranches and 3
grants its beneficiaries shares in the Company provided Since the Covid-19 pandemic crisis has not had any impact
they meet service and performance conditions. on the achievement of the revenue and EBITDA perfor-
mance conditions, the total expense recognised since the 4
This plan falls within the scope of IFRS 2.
beginning of the plan stands at €1,364 thousand.
In accordance with IFRS 2 “Share-based payment”, the
Company recognises an expense for benefits granted to 5
employees of the Company under the bonus share plan.
The fair value of the benefit granted is set at the grant
date. It was recognised in personnel expenses during the NOTE 6: PROPERTY, PLANT & EQUIPMENT AND 6
vesting period, with the offsetting entries being posted to INTANGIBLE ASSETS
a special reserve account.
7
The expense was calculated over the financial year based
Note 6.1: Goodwill and other intangible assets
on whether or not objectives had been met and whether
An intangible asset is an identifiable non-monetary asset
the beneficiaries were still employed, so as to recognise
without physical substance, held with a view to its use, 8
an amount corresponding to the fair value of the shares
from which future economic benefits are expected to flow
expected to vest.
to the entity.
At the end of the vesting period the cumulative total of the 9
benefits recognised will be held in reserves, whether or
a) Goodwill
not the options are subsequently exercised.
Business combinations are accounted for using the 10
purchase method in accordance with IFRS 3. The amended
Plan characteristics for tranche 1 IFRS 3, “Business Combinations”, has been applied to all
Grant date 12/02/2019 acquisitions carried out on or after 1 July 2009. 11
Vesting date 12/02/2020
Share price on grant date €2.85 On first-time consolidation of a company, the company’s
Maximum number of shares assets and liabilities are measured at their fair value.
377,500 12
that can be granted Any difference between the purchase cost of the shares
Vesting period 1 year
and the overall fair value of identified assets and liabilities
Vesting conditions Service condition
as of the acquisition date is accounted for as goodwill.
Performance of consolidated total 13
revenue and consolidated EBITDA for The fair values and goodwill may be adjusted during a
Performance condition the FYs 2018-19 and on the basis of the period of one year after acquisition. If the purchase cost is
final budget approved by the Board of
Directors less than the fair value of identified assets and liabilities, 14
the difference is recognised immediately in the income
statement.
Plan characteristics for tranche 2
As required by IFRS 3 "Business combinations" and IAS 36 15
Grant date 12/02/2019
Vesting date 12/02/2021 as amended, goodwill is not amortised. As goodwill is
Share price on grant date €2.85 an intangible asset with an indefinite life, it is subject to
16
Maximum number of shares an annual impairment test in accordance with IAS 36, as
387,500
that can be granted amended (see below for a description of the procedures
Vesting period 2 years for implementing impairment tests).
Vesting conditions Service condition 17
Performance of consolidated total
revenue and consolidated EBITDA for b) Player registrations
Performance condition the FYs 2019-20 and on the basis of the Player registrations meet the definition of an intangible 18
final budget approved by the Board of
Directors asset. They are capitalised at their acquisition cost, which
is discounted if the payment is deferred over more than
six months (the acquisition cost is equal to the purchase 19
Total costs and allocation thereof price plus costs incidental to and directly related to the
By the end of the 2018/19 financial year, 342,324 shares transaction). The discount rate used is the Euribor and/or
(€965 thousand) had been granted on the basis of the BTAN rate for the maturity of the receivable. 20
performance conditions for the tranche 1 plan. The registration is recognised as an asset from the date
Based on the fair value per share and the number of bonus on which the Group deems the transfer of ownership and
21
shares granted, and assuming performance criteria are risk to be effective. These conditions are deemed to be
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 129
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
met on the date the transfer agreement is approved by - At the individual player level, potential impairment loss
the League, or on the date it is signed if such approval is is evaluated using various criteria including the player’s
not applicable. appearance on match sheets.
Player registrations are amortised on a straight-line basis The cash flows used for these tests on players are
over the term of the initial contract (typically 3 to 5 years). consistent with those used to calculate deferred tax assets
If a contract is extended, the related external costs are (see Note 9.2). Management has established several
included in the value of the registration and the amortisa- scenarios, taking into account assumptions that the Club
tion charge is recalculated on the basis of the new residual will participate in European competitions, finish near the
term. top of the Ligue 1 table and that the player registration
Sell-on fees provided for in transfer deals usually require sales strategy will continue. No scenario is considered
the fulfilment of certain conditions. The amount of the reasonably likely to give rise to an impairment loss.
sell-on fee is capitalised if there is a strong probability that
the conditions for payment will be met. Otherwise, sell-on c) Future media rights
fees are disclosed as contingent liabilities and capitalised
Future media rights are initially measured at fair value and
when the conditions are met.
are not amortised. They are tested for impairment at the
close of each subsequent financial year.
Special features of certain transfer agreements
Certain transfer agreements may provide for a sell-on d) Purchased software
fee linked to the proceeds from any future transfer. This Purchased software is amortised over three to five years.
sell-on fee may be paid to the transferred player, his agent
or the player's original club. At the time of the transfer, if
e) Impairment of non-financial assets
these sell-on fees are paid to the player they are recorded
as personnel expenses; if they are paid to the agent or to According to IAS 36 "Impairment of Assets", the recover-
the club they are offset against the proceeds from the sale able amount of property, plant & equipment and intangible
of player registrations. assets must be tested as soon as indications of impair-
ment appear.
Existing transfer agreements that provide for a fixed
sell-on fee are disclosed as off-balance-sheet commit- • Intangible assets with an indefinite life (goodwill and
ments at the financial year-end. If this amount is calcu- future media rights), which are not amortised, are tested
lated as a percentage of the transfer fee or the capital gain for impairment at least once a year. Losses in the value
realised, then no calculation can be made. of goodwill are irreversible, with the exception of those
related to equity method investments. The goodwill recog-
nised in the balance sheet is not material.
Impairment of non-financial assets related
An impairment loss is recognised when the carrying
to player registrations
amount of an asset is higher than its recoverable amount.
Assets with a finite lifetime, such as player registrations,
The recoverable amount is the higher of fair value less
are tested for impairment whenever there is an indication
costs to sell and value in use.
that their value may be impaired. A further write-down (in
addition to scheduled amortisation) is then recognised if The value in use of assets is determined on the basis of
the book value exceeds the recoverable amount. future cash flows calculated according to the discounted
cash flow method. This estimate covers a five-year period.
Impairment tests are performed based on the following
three criteria: The discount rate used for calculations is an after-tax rate,
applied to cash flows after tax.
• For player registrations held with the intent to sell,
the estimated or known sale price, net of selling fees, is The main discount rate (after tax) used as of 30 June 2020
compared to the contract’s carrying value, and a write- was 8% (vs 7.8% as of 30 June 2019), which corresponds to
down may be recognised where necessary. a pre-tax rate of 9.9% (vs 9.7% as of 30 June 2019), with a
• If an event occurs that could have an impact on the useful growth rate to infinity of 1.5% (vs 1.5% as of 30 June 2019).
life of the contract (early termination of the contract by the Assets with a finite lifetime are tested for impairment
player, irreversible disability, etc.), it may be amortised whenever there is an indication that their value may be
ahead of schedule. impaired. A further write-down (in addition to scheduled
amortisation) is then recognised if the book value exceeds
• Indications of an impairment loss are determined on
the recoverable amount.
two levels:
- At the team level, an overall assessment of value in use
is made by comparing the Club’s discounted cash flows to
the cumulative carrying value of all player registrations.
2
Goodwill Movements during the previous financial year were as
Movements during the financial year were as follows: follows:
(in € 000) 30/06/19 Increases Decreases 30/06/20 (in € 000) 30/06/18 Increases Decreases 30/06/19 3
Olympique Olympique
1,866 1,866 1,866 1,866
Lyonnais SASU Lyonnais SASU
OL Reign 53 53 Total 1,866 1,866 4
Increases Decreases 7
(in € 000) 30/06/19 Increases through through Transfers out 30/06/20
reclassification reclassification
Concessions, patents and media rights 2,804 423 243 -130 3,340 8
Amortisation of concessions and patents -1,250 -544 -1,794
Increases Decreases 10
(in € 000) 30/06/18 Increases through through Transfers out 30/06/19
reclassification reclassification
Increases Decreases
(in € 000) 30/06/19 Increases through through Transfers out 30/06/20
14
reclassification reclassification
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 131
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
2
fixed, there are no purchase options and no non-negligible The Group has not identified any situations in which it is a
penalties are provided for should the lease be terminated lessor nor any sale-and-leaseback transactions.
by the lessor.
3
Impairment testing
Deferred taxes Based on the analysis performed, no assets related
Pending confirmation by the IFRS Interpretations to leases were identified that would need to be tested 4
Committee, the Group has decided to recognise deferred separately from a CGU.
tax on the restatement of leases (unless the impact is
non-material). 5
Pending the anticipated clarifications of how to conduct
The right-of-use asset is measured using the cost model
impairment tests incorporating the IFRS 16 restate-
as follows: cost less accumulated depreciation and impair-
ment and given the multiple practical difficulties identi- 6
ment, adjusted, where necessary, for any lease revalu-
fied, impairment testing was performed, firstly on a
ations. No impairment and no lease revaluations were
pre-IFRS 16 basis, and, secondly, on an approximate basis
recognised.
including the right-of-use asset and the lease liability 7
Unless there is a purchase option, the right-of-use assets
in the carrying amount of each CGU, without changing
are amortised over the term of the lease as presented
projected cash flows.
above.
It should be noted that none of the CGUs had a recoverable 8
Fixtures and fittings related to leases are depreciated over
amount close to their carrying amount as of 30 June 2020
the term of the lease, unless there is a set of assumptions
and also held leases. In addition, the first-time adoption
demonstrating that the underlying asset will be used over 9
of IFRS 16 should not in principle have a material impact
a period that extends beyond the term of the lease.
on a recoverable amount calculated based on projected
The Group has not finalised its analysis of the effects of
cash flows.
the IFRIC decision published in December 2019 on how to 10
determine a lease’s enforceable period and the deprecia-
tion period of the related fixtures and fittings.
11
Movements during the period were as follows:
Increases Decreases
(in € 000) 30/06/19 Increases through through Decreases 30/06/20 12
reclassification reclassification
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 133
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
Note 6.3: Off-balance-sheet commitments Players loaned out with a purchase option will re-join the
squad in the event the purchase option is not exercised at
(operating activities)
the end of the loan period.
In connection with the acquisition of certain players,
6.3.1: Player-related commitments
commitments have been made to pay a percentage of the
Less More amount of a future transfer to certain clubs or players
(in € 000) than 1-5 years than 30/06/20 30/06/19
1 year 5 years
(see Note 6.1).
Conditional
As of 30 June 2020, there were no payables on player
commitments to
clubs related to the 15,025 18,025 33,050 19,850 registrations secured by bank guarantees.
acquisition of player
registrations(1)
Conditional
6.3.2: Commitments related to Groupama Stadium
commitments to
1,271 962 2,233 1,451
agents related to player Commitments related to the refinancing of virtually all
registrations(2)
of the Group's bank and bond debt as of 30 June 2017
Conditional
commitments to As part of the refinancing of virtually all of the bank and
players and staff 12,407 bond debt, the following commitments were implemented
as part of players’
contracts(3) as of the signing date, i.e. 30 June 2017:
2
financing the construction of the Groupama OL Training the Groupama bank loan, (ii) two finance lease agree-
Center and Groupama OL Academy ments totalling €3.6 million and (iii) a €1.3 million subsidy
During the 2016/17 financial year, the Group finished (Rhône-Alpes region). The remainder was financed using
3
construction of the mixed-sex professional training centre OL Groupe equity.
in Décines (inaugurated on 10 October 2016) and the Furthermore, the Group has entered into the following
academy building in Meyzieu (inaugurated on 27 October commitments as part of the construction of the training 4
2016). centre and Academy:
In the context of this project, OL Groupe and OL Association • A €14 million lien on the training Academy (maturing in
signed a credit agreement on 12 June 2015 in the amount over five years).
5
of €14 million with Groupama Banque (Orange Bank
• Transfer of Groupama Rhône-Alpes Auvergne naming
since the start of 2017). The 10-year credit facility was
used to partially finance the new training centre and OL and OLA partnership receivables: the committed amount 6
Academy, which represented a total investment of around as of 30 June 2020 was €4.7 million.
€30 million. This €30 million has been financed by (i)
7
(in € 000) Less than 1 year 1-5 years More than 5 years 30/06/20 30/06/19 10
16
NOTE 7: OTHER PROVISIONS AND CONTINGENT These are primarily provisions for disputes. Provisions,
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 135
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
Note 7.1: Provisions for risks excluding tax-related NOTE 8: FINANCING AND FINANCIAL INSTRUMENTS
uncertainties
Note 8.1: Non-current financial assets
Decreases The Group classifies its non-current financial assets into
(in € 000) 30/06/19 Increases 30/06/20
Used Unused the following categories: Equity investments and related
Provisions for receivables, Other financial assets (mostly pledged mutual
disputes and 82 104 -64 -15 107 funds, investment grants, deposits, guarantees and
litigation holdbacks), Receivables on sale of player registrations
Provisions for
8 8 and Income tax receivables (portion > 1 year).
other risks
IFRS 9 – Financial instruments made changes to how
Total 90 104 -64 -15 115 equity investments are accounted for and how gains or
losses in their value are recognised through profit or loss
These are short-term provisions (less than one year) and or through other comprehensive income under the equity
correspond to the coverage of social and commercial risks option. OL Groupe has elected for the “equity” option.
that we consider immaterial at Group level. As stated in This classification reflects the objectives for which these
Note 1.1, no provisions for tax uncertainties were recog- investments are held, as they are not held for treasury
nised based on the application of IFRIC 23. Where appro- investment purposes, but as an investment intended to
further the Group’s strategy.
priate, provisions would now be recognised for tax payable
under liabilities. Cost is considered to be the best possible estimate of the
fair value of unquoted equities, except in certain circum-
stances.
Movements during the previous financial year were as
follows:
Movements during the financial year were as follows:
Decreases
(in € 000) 30/06/18 Increases 30/06/19 (in € 000) 30/06/19 Increases Decreases 30/06/20
Used Unused
Other financial
Provisions for 4,159 3,451 -350 7,260
assets
disputes and 128 74 -121 82
litigation Gross amounts 4,159 3,451 -350 7,260
Provisions for Impairment
8 8
other risks
Net amounts 4,159 3,451 -350 7,260
Total 136 74 -121 90
This line item is primarily comprised of payments relating
to construction efforts and equity investments in uncon-
solidated subsidiaries. The change during the year largely
Note 7.2: Other contingent liabilities reflects the investment acquired in NWSL (National
As of 30 June 2020, the Group had not identified any Women’s Soccer League) via OL Reign (see Note 2.2).
contingent liabilities.
Movements during the previous financial year were as
follows:
(in € 000) 30/06/18 Increases Decreases 30/06/19
Note 7.3: Net depreciation, amortisation
and provisions Other financial
3,219 997 -56 4,159
assets
(in € 000) 30/06/20 30/06/19 Gross amounts 3,219 997 -56 4,159
Impairment
Depreciation, amortisation and provisions
-21,569 -19,725
on intangible assets and PP&E Net amounts 3,219 997 -56 4,159
Net provisions for retirement bonuses -205 -232
Other risk provisions, net -25 47
Net provisions on current assets 110 -38
Exceptional provisions on non-current assets
Note 8.2: Cash and cash equivalents
Amortisation of non-current assets: player
-54,556 -32,309
registrations Detail of cash and cash equivalents
Provisions on player registrations Cash and cash equivalents include cash on hand and in
Total -76,246 -52,258 bank current accounts.
In the case of pledged mutual fund units, these securi-
ties are reclassified as other financial assets (current
or non-current). Changes in fair value are recognised as
financial income or expense.
2
(in € 000) 30/06/20 30/06/19 c) Breakdown of liabilities by maturity
Cash 32,941 11,962 Up to More than
(in € 000) 30/06/20 1-5 years
1 year 5 years 3
Total 32,941 11,962
Financial liabilities
63,793 4,294 56,838 2,661
excl. stadium financing
There are no investments pledged as collateral or subject Financial liabilities related to 4
163,301 17,676 145,625
to restrictions. stadium financing
Other non-current liabilities 19,278 3,677 15,601
Note 8.3: Current and non-current financial debt Total 2 246,371 21,970 224,401
6
Up to More than
a) Non-current financial debt (in € 000) 30/06/19
1 year
1-5 years
5 years
Loans are classified as non-current liabilities except when
Financial liabilities 7
their due date is less than 12 months hence, in which 59,257 2,680 54,726 1,851
excl. stadium financing
case they are classified as current liabilities. All loans are Financial liabilities related to
163,020 10,905 152,115
interest-bearing. stadium financing
8
Other non-current liabilities 21,394 5,058 16,336
Bank borrowings are measured at amortised cost using
the effective interest method as defined by IFRS 9. Total 1 243,672 13,585 211,899 18,187
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 137
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
Up to More than
(in € 000) 30/06/19 1-5 years
1 year 5 years
Player registration
40,903 28,988 11,915
Note 8.4: Fair value of financial instruments
payables
Hedging instruments
To reduce its interest-rate risk exposure on the initial
mini-perm senior bank debt, Foncière du Montout had
created a deferred hedging programme by negotiating
private OTC interest-rate swap and cap agreements with
top-tier banks.
It was maintained as a hedge on the new long-term bank
loan implemented when virtually all of the bank and bond
debt was refinanced as of 30 June 2017.
2
As these instruments are considered to fully hedge future The IFRS 13 analysis did not reveal the need to recognise
cash flows, the changes in fair value are recognised at the an adjustment for counterparty risk (risk of non-payment
end of the financial period in other comprehensive income, of financial assets) or for own credit risk (risk on financial
3
and recycled into the income statement at the same rate liabilities).
as the cash flows from the hedging transaction. The breakdown of financial assets and liabilities according
to the special IFRS 9 categories and the comparison 4
Fair value of financial instruments between book values and fair values are given in the table
The Group only has level 1 financial assets (marketable below (excluding social security and tax receivables &
securities), i.e. whose prices are listed on an active liabilities). 5
market. Level 2 financial instruments (fair value based
on observable data) relate to swap agreements and loan
agreements, and the Group had no level 3 instruments 6
Receivables,
Assets at fair
Fair value Cash flow payables and Net value Fair value
(in € 000) value through 8
hierarchy hedge loans, at as of 30/06/20 as of 30/06/20
profit or loss
amortised cost
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 139
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
Note 8.5: Debt net of cash Note 8.7: Commitments pertaining to the financing
Debt net of cash (or, in certain circumstances, cash net of of the Group’s operations
debt) represents the balance of financial liabilities, cash
and cash equivalents and player registration payables and Lines of credit, guarantees and covenants
receivables. Net debt totalled €295.2 million as of 30 June
2020 (€157.7 million as of 30 June 2019). €130 million revolving credit facility
The Group’s financial resources include a €73 million
30/06/20 30/06/19 revolving credit facility (RCF) granted to OL SASU as part of
(in € 000) Total Total
consolidated consolidated the refinancing signed with the Group’s banking partners
on 28 June 2017. The size of this line was then increased
Cash and DSRA 32,941 11,962
on 26 July 2019 to €100 million until 30 June 2024,
Bank overdrafts -392 -354
before being temporarily upped again on 17 April 2020 to
Cash and cash equivalents €130 million until 31 August 2020, when it will decline to
32,549 11,608
(cash flow statement)
€115 million until 31 January 2021, when it will return to
Stadium bonds -52,852 -50,085
€100 million.
Long-term loan for the stadium -108,460 -108,150
Non-current financial debt -53,483 -58,265
Other current financial debt -1,874 -5,425
The facility bears interest at Euribor for the term of
Lease liabilities (1) -10,032 the drawdown plus a negotiated margin, and includes
commitments typical of this type of agreement via security
Debt net of cash -194,153 -210,316
arrangements common to all of the short- and long-term
Player registration receivables (current) 17,353 57,044
debt (€287 million).
Player registration receivables
17,000 36,463
(non-current)
Player registration payables (current) -71,752 -28,988
Less More
Player registration payables (non-current) -63,688 -11,915 (in € 000) than 1 1-5 years than 30/06/20 30/06/19
year 5 years
Debt net of cash, including player
-295,240 -157,712 Bank agreements,
registration receivables/payables 30,000 100,000 130,000 73,000
amount available
(1) The lease liabilities consist of the financial liabilities arising of which used via
from first-time adoption of IFRS 16 (see Note 6.2, comparatives 50,000 50,000 50,000
drawdowns
were not restated).
Covenants
The Group must maintain three financial ratios applicable
Note 8.6: Net financial income to all of the debt instruments subscribed for under the
(in € 000) 2019/20 2018/19 overall refinancing of the Group's debt (including the RCF)
Revenue from cash and cash equivalents 1 (see Note 11.4).
Interest on credit facilities -13,360 -12,726
Result of interest rate hedging -1,009 -1,121 Other commitments given in connection with the Group’s financing
Discounting of player registration receivables/
payables
€3 million bank loan
Net cost of financial debt -14,369 -13,847 As part of the financing of its businesses, OL Groupe took
Financial provisions net of reversals out a loan with BPI, a specialised financial institution,
Other financial income and expense -3,570 -150
during the 2013/14 financial year. The loan has a face
Other financial income and expense -3,570 -150 value of €3 million and a maturity of seven years. The first
Net financial income -17,939 -13,998
repayment, of €150 thousand, fell due on 30 June 2016.
The loan has a retention clause of €150 thousand.
2
NOTE 9: INCOME TAXES The Group did not recognise any deferred tax asset on
losses during the financial year.
The following table shows a breakdown of deferred tax
Note 9.1: Breakdown of income tax and tax 3
assets and liabilities by type:
reconciliation
Impact
Impact on 4
(in € 000) 30/06/19 on profit/ 30/06/20
a) Breakdown of income tax reserves
loss
(in € 000) 2019/20 2018/19
Tax-loss carryforwards
5
Current tax 432 -1,197 Deferred taxes related to
-2,416 -1,345 -3,761
Carryback receivable 333 player registrations
Deferred tax -849 -458 Other deferred tax assets (1) 6,117 496 -341 6,272
Deferred tax assets 3,701 -849 -341 2,511 6
Total income tax expense -84 -1,655 Deferred tax liabilities
Impact
30/06/18 Impact on
(in € 000) on profit/ 30/06/19
restated reserves 13
Note 9.2: Deferred taxes loss
As required by IAS 12, deferred taxes are recognised on Tax-loss carryforwards 744 -744
all timing differences between the tax base and carrying Deferred taxes related to 14
-1,989 -427 -2,416
player registrations
amount of consolidated assets and liabilities (except for
Other deferred tax assets 5,676 713 -272 6,117
goodwill) using the variable carryforward method.
Deferred tax assets 4,431 -458 -272 3,701
15
Deferred tax assets are recognised when it is probable that Deferred tax liabilities
they will be recovered in the future. Deferred tax assets
Net amounts 4,431 -458 -272 3,701
and liabilities are not discounted to present value.
16
Deferred tax assets and liabilities are netted off within the
same tax entity, whether a company or tax consolidation
group.Deferred taxes calculated on items recognised in 17
other comprehensive income are taken to equity. Deferred
tax assets and liabilities are presented as non-current
assets and liabilities. 18
Tax-loss carryforwards are capitalised when it is probable
that they can be set off against future taxable income,
or when there is a reasonable likelihood of their being 19
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 141
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
NOTE 10: EQUITY This contract includes OL Groupe shares, mutual fund
investments and cash.
The statement of changes in equity is given in the first part
of these financial statements. Shares held in treasury under this contract are deducted
from equity at their acquisition cost.
Cash and other securities included in the liquidity contract
Note 10.1: Share capital
are recognised under "Other financial assets". Revenue
Share capital is composed of ordinary shares and has and expenses related to the sale of treasury shares (e.g.
changed as follows: gain or loss on sale, etc.) do not pass through the income
statement. Their after-tax amounts are allocated directly
The Company is not subject to any special regulatory to equity.
requirements in relation to its capital. Certain financial
ratios required by banks may take equity into account. OL Groupe SA equity reserves
The Group’s management has not established a specific
Reserves broke down as follows:
policy for the management of its capital. The Company
favours financing its development through equity capital (in € 000) 30/06/20 30/06/19
2
Initial interest on the bonds is paid exclusively in the form • OSRANEs: Holnest holds 327,138 bonds (unchanged
of OL Groupe shares. The amount will vary depending on from 30 June 2019) representing €32.7 million; Pathé
the redemption date, and will be equal to 2.81 OL Groupe holds 376,782 bonds, representing €37.7 million. These
3
shares per year, or a maximum of 28.103 shares if paid amounts are recognised in “Other equity”.
until maturity. Interest will be paid in full at the redemption • Recharges of management fees by Holnest:
date. €1,651 thousand (€1,911 thousand in 2018/19). 4
Proceeds of the OSRANE issue have been fully recognised • As part of the 30 June 2017 refinancing, Holnest and
in equity, as they will be redeemed (principal and interest) Pathé subscribed for new bonds totalling €20.7 million
only through the issuance (or exceptionally through alloca- 5
(207 bonds) and €9 million (90 bonds), respectively.
tion) of a specific number of shares. This number will
depend on the date on which subscribers request redemp-
6
tion, which they can do at any time while the OSRANEs are
outstanding. Note 10.2: Earnings per share
Interest payments, to be made only in the form of shares In accordance with IAS 33, undiluted earnings per share
7
(the number of which will depend on the redemption date, are calculated by dividing the net income by the weighted
as detailed above) will have no impact on equity after average number of shares taking into account changes
issuance of the OSRANEs. (This is because the interest during the period and treasury shares held at the closing 8
payments will give rise to a higher number of shares, date of the financial year. Diluted earnings per share are
which will not affect consolidated equity.) calculated by dividing the net income attributable to equity
holders of the parent by the weighted average number of 9
The bonds will amortise normally and fully on 1 July 2023
shares outstanding, increased by all potentially dilutive
and will be redeemed in OL Groupe shares. Owing to the
ordinary shares (OSRANEs).
capital increase in 2015 and the change in the conver- 10
sion ratio, each bond, with a par value of €100, will be 2019/20 2018/19
redeemed for 63.231 new or existing OL Groupe shares. Number of shares at end of period 58,206,325 58,177,169
Early redemption terms, at the request of the Company Average number of shares 58,198,902 58,175,472 11
and/or of the bondholders, also exist. Number of treasury shares held at end of period 391,787 304,537
The bonds will be remunerated at maturity via the Pro-rata number of shares to be issued
80,101,009 77,317,859
(OSRANEs) 12
granting of 28.103 new or existing OL Groupe shares.
Early remuneration terms, at the request of the Company Consolidated net profit
and/or of the bondholders, also exist. Net profit/loss attributable to equity holders
-36.48 6.47 13
of the parent (in € m)
• At the Combined Shareholders' Meeting of 15 December
Diluted net profit/loss attributable to equity
2016, it was decided that 200,208 OSRANEs (subordinated holders of the parent (in € m)
-36.48 6.47
bonds redeemable in new or existing shares) would be Net profit/loss per share attributable to equity 14
-0.63 0.11
issued with waiver of preferential subscription rights and holders of the parent (in €)
reserved for IDG European Sports Investment Ltd. Diluted net profit/loss per share attributable
-0.63 0.05
to equity holders of the parent (in €)
15
The issue was divided into two tranches.
Net dividend
As part of the first tranche, on 23 December 2016 IDG Total net dividend (in € m)
European Sports Investment Ltd subscribed for 60,063 Net dividend per share (in €) 16
new reserved bonds totalling €18.3 million (including OID).
As part of the second and final tranche, on 27 February
2017 IDG European Sports Investment Ltd subscribed 17
for 140,145 new reserved bonds totalling €42.79 million
(including OID).
18
As of 30 June 2020, there were 1,000,100 outstanding
OSRANEs, after accounting for redemptions in various
financial years. 19
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 143
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
NOTE 11: RISK MANAGEMENT POLICIES 2024, following the unanimous agreement of all the bank
lenders to cover a €27 million increase in their lending
commitments in proportion to their initial share of the
Note 11.1: Risk related to the Covid-19 pandemic loan,
The Group has been impacted and continues to be
- temporarily in mid-April 2020 from €100 million to
impacted by the effects of the measures to combat the
€130 million until 31 August 2020, when it will decline to
Covid-19 pandemic.
€115 million until 31 January 2021, when it will return to
As of the date of this document, uncertainty about the €100 million.
future development of the pandemic prevents the Group
from estimating the future impact of the public health Current financial assets were €71.5 million less than
crisis. current liabilities as of 30 June 2020; nevertheless, the
Below is a non-exhaustive list of risks identified so far: Group had an unused capacity of €80 million under its
- The Ligue 1 season could be ended prematurely. This line of credit, as indicated in Note 8.7. The Company
could prompt broadcasters to withhold payment of media has carried out a specific review of its liquidity risk and
rights to the LFP, which would have an unfavourable considers that it is able to meet its future repayment
impact on clubs’ media rights revenue. It could also poten- obligations. The Group obtained a €92 million govern-
tially deprive them of revenue deriving from a higher final ment-guaranteed loan, thereby maintaining its cash
league position and prevent them from participating in a holdings.
European cup competition the following year.
- Certain sponsorship contracts might also be renegoti-
ated to reflect the fact that the stadium might be unavail- Note 11.4: Signature risk
able for a certain period, that the season might be ended
This risk involves principally transactions related to cash
early or that the number of spectators allowed in the
investments.
stadium might be reduced.
Investments are made and managed by the Finance
- Matches could be held with no spectators present or
department with the objective of keeping risk to an
with a limited number of spectators, which would cause
absolute minimum.
a significant decline in the Club’s ticketing and Events
revenue. These investments have historically been comprised
of (i) marketable securities including standard money-
- As a result of the crisis, the uncertainty and the signif-
market mutual funds redeemable on demand and
icant revenue declines the clubs in the major European
(ii) interest-bearing deposit accounts. Given current
leagues are suffering, the European transfer market could
market conditions, with the ECB’s negative deposit rate
shrink, with respect both to the number of transfers and
pulling yields on the short-term investments mentioned
their value.
above down to zero or into negative territory, the Group
had no short-term financial investments as of 30 June
2020.
Note 11.2: Exchange-rate risks Traditionally, the Group carries out any financial transac-
The Group’s business is not exposed to exchange-rate tions (lines of credit, investments, etc.) with top-tier banks.
risks to any significant extent. It spreads financial transactions among its partners so as
to limit counterparty risk.
2
in instalments and 50% at maturity after seven years; assets are pledged to the lenders: the shares OL Groupe
(ii) a tranche B of €30 million to be repaid at maturity after holds in Olympique Lyonnais SASU, certain bank accounts
seven years. As of 30 June 2020, the outstanding principal of Olympique Lyonnais SASU and various receivables held
3
on this long-term bank loan was €115.6 million; by OL SASU on its debtors. OL Groupe also guarantees that
b) a €51 million bond issue, repayable at maturity after its subsidiary Olympique Lyonnais SASU will adhere to the
seven years; obligations under its financing arrangements. 4
c) a five-year revolving credit facility (RCF) of €73 million, The following security interests and guarantees have
available for short-term needs and renewable twice for been granted to the lenders in return for increases in
one year. The Group submitted both one-year extension RCF commitment ceilings: 5
requests in April 2017 and April 2018 respectively, and - from €73 million to €100 million: a commitment to
both were unanimously accepted by the bank lenders. The grant a second mortgage on the stadium (the mortgage
6
RCF's new maturity date is thus 30 June 2024. is registered only if an event of default occurs) and certain
In addition, the maximum drawdown under OL Groupe's second security interests (securities accounts, certain
RCF was raised: bank accounts and receivables of OL SASU; OL Groupe 7
- in late July 2019 from €73 million to €100 million through guarantee);
to the final maturity of the refinancing contract on 30 June - €100 million to €130 million: a commitment to grant
2024, following the unanimous agreement of all the bank a first mortgage on the training centre (the mortgage is 8
lenders to cover a €27 million increase in their lending registered only if an event of default occurs).
commitments in proportion to their initial share of the
loan; The agreements related to these financing arrangements
9
- temporarily in mid-April 2020 from €100 million to include commitments on the part of Olympique Lyonnais
€130 million until 31 August 2020, when it will decline to SASU in the event of accelerated maturity that are
10
€115 million until 31 January 2021, when it will return to customary for this type of financing. In particular, these
€100 million. include limits on the amount of additional debt, cross
default clauses and stability in the shareholder structure 11
The three debt instruments arranged or issued by of Olympique Lyonnais SASU and OL Groupe.
Olympique Lyonnais SASU as of 30 June 2017 are subject
to three ratios applicable to the Group: (i) a gearing ratio To reduce its exposure to interest rate risk under the 12
(net debt to equity) calculated every six months with a €136 million long-term bank loan, Olympique Lyonnais
ceiling of 1.30, declining to 1 starting on 31 December SASU has maintained the hedging programme it had
2020, (ii) a loan-to-value ratio (net debt divided by the implemented to cover the bank loan that was refinanced 13
sum of the market value of player registrations and the on 30 June 2017. This hedging programme had a notional
net book value of OL Groupe's property, plant and equip- amount averaging around €93.1 million as of 30 June
ment) calculated every six months with a ceiling of 40%, 2020. 14
declining to 35% starting on 31 December 2020, and (iii) a
debt service coverage ratio calculated every six months on Based on the €136 million long-term bank financing and
a rolling 12-month period, with a threshold of 1 (with the 15
the €51 million bond issue, Olympique Lyonnais SASU
proviso that if the ratio is less than 1, it will be considered has an average long-term financing rate, from the date
as met if the cash on the Group's balance sheet, net of of the refinancing, of around 4.36%. This rate is subject to
16
drawdowns under the RCF and of any credit amount in the change, depending on trends in benchmark rates.
reserve account, is greater than €20 million).
Given the impact Covid-19 had on all 2019/20 revenue, the 2) Training centre and OL Academy 17
Group received written confirmation before 30 June 2020
The estimated total construction cost of the new training
from its lenders that they had granted a “covenant holiday”
centre and OL Academy was around €30 million.
as of the 30 June 2020 test date, so that the calculation of 18
ratios as that date would not constitute an event of default. Financing for these investments was covered by:
The lenders under these three debt instruments (the expiry - A €14 million, 10-year bank credit agreement signed
date of the security interests is exactly the same as that by OL Groupe and OL Association on 12 June 2015 with 19
of the June 2017 refinancing, i.e., 30 June 2024) benefit Groupama Banque (now Orange Bank). Outstandings
from a common set of security interests. Specifically, they under this facility totalled €6.9 million as of 30 June 2020.
20
hold a first lien on the stadium, the land on which it was The loan agreement includes a covenant requiring that the
built, the 1,600 underground parking spaces, the land ratio between the value of assets pledged as collateral and
corresponding to the 3,500 outdoor parking spaces and the outstandings under the loan, calculated annually, must
21
the areas leading to the stadium. In addition, the following be greater than or equal to 90%.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 145
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
- Two finance leases, together totalling €3.6 million. However, given the impact Covid-19 had on all 2019/20
- An equity contribution of around €11.1 million. revenue (estimated at around €100 million), the Group’s
lenders agreed to grant a “covenant holiday” as of the
- A subsidy of €1.3 million from the Rhône-Alpes Regional
30 June 2020 test date, so that the calculation of ratios as
Council.
that date would not constitute an event of default.
Outstandings under the €14 million, 10-year loan destined
to partially cover investments relating to the new training
Note 11.6: Commercial credit risk centre and training academy, signed by OL Groupe and OL
As of 30 June 2020, commercial credit risk had not signif- Association on 12 June 2015 with Groupama Banque (now
Orange Bank) totalled €6.9 million as of 30 June 2020.
icantly changed since 30 June 2019.
The loan agreement contains a covenant requiring that the
There were no significant past-due receivables not written
ratio between the value of assets pledged as collateral and
down.
the outstandings under the loan, calculated annually, must
be greater than or equal to 90%.
Failure to adhere to this ratio could trigger accelerated
Note 11.7: Market risk maturity of the loan, which might also significantly affect
the Group's medium-term outlook.
Interest-rate risk
The Group has riskless, low-volatility funding sources Risks related to the revenue and profitability outlook of Olympique
that bear interest based on Euribor. It invests its available Lyonnais’ Groupama Stadium
cash in investments that earn interest at variable short- The main revenue sources from operation of Groupama
term rates (Eonia and Euribor). In this context, the Group Stadium are matchday income (general admission and
is subject to changes in variable rates and examines this VIP ticketing, matchday merchandising revenue, catering
risk regularly. commission), sponsorship revenue from marketing
visibility inside the Groupama Stadium (including naming
rights income), revenue from holding concerts, various
Hedging programme related to the Groupama Stadium project
sporting events (rugby matches, international football
To reduce its exposure to interest rate risk under the
matches, etc.) and B2B seminars and corporate events.
€136 million long-term bank loan, Olympique Lyonnais
A less favourable overall business performance could
SASU has maintained the hedging programme it had
have a negative impact on some of these revenue sources.
implemented to cover the bank loan that was refinanced
This could in turn have a significant unfavourable impact
on 30 June 2017. This hedging programme had a notional
on the Group’s earnings and financial condition. In
amount averaging around €93.1 million as of 30 June
addition, the Covid-19 crisis, which had a severe impact on
2020.
OL Groupe’s business activity and revenue during the
With tests having proven the effectiveness of this instru- 2019/20 financial year, could also affect the 2020/21
ment, the marked-to-market value of €662 thousand, net financial year, depending on how the pandemic unfolds
of tax, was recognised in other comprehensive income in and the extent to which social distancing measures are
the Group’s financial statements for the 2019/20 financial maintained.
year.
Management of risks related to the revenue and profitability outlook
of Olympique Lyonnais’ Groupama Stadium
Note 11.8: Risks related to the Groupama Stadium The Company’s revenue diversification strategy for
Groupama Stadium, via the development of new resources
project independent of OL events, should reduce the impact that
sporting uncertainty could otherwise have on the Group’s
Management of risks related to the financing of Groupama Stadium earnings.
The three debt instruments granted to or issued by Nevertheless, depending on the French government’s
Olympique Lyonnais SASU under the 30 June 2017 decisions, the Events business and other activities that
refinancing are governed by three types of ratios, as bring together large numbers of people may be more
detailed in Note 11.4. severely affected than other economic activities.
Failure to adhere to one of these ratios could trigger accel-
erated maturity of the related loans, which might signifi-
cantly affect the Group's medium-term outlook.
2
Note 11.9: Commercial credit risk strengthen the ties between these two companies, both
of which loom large in the regional economy, with in
particular, greater visibility within the stadium.
Financial assets and liabilities related to player registrations 3
The undiscounted amount of player registration receiv-
ables and payables, by maturity, broke down as follows:
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 147
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.1 CONSOLIDATED FINANCIAL STATEMENTS
Orfis Cogeparc
(in € 000) (in %) (in € 000) (in %)
19/20 18/19 19/20 18/19 19/20 18/19 19/20 18/19
Audit
Statutory audit, certification, examination of separate and consolidated
financial statements
- Issuer 82 82 51% 53% 61 62 77% 81%
- Fully consolidated subsidiaries 64 65 40% 42% 14 15 18% 19%
Sub-total 0 0 0% 0% 0 0 0% 0%
2
18.3.2 SEPARATE FINANCIAL STATEMENTS
INCOME STATEMENT 3
Operating expenses
Other external purchases and expenses 10,492 9,093
7
Taxes other than income taxes 632 480
Wages and salaries 7,491 6,526
Social security charges 3,768 3,984
Depreciation, amortisation & provisions 2,350 2,239 8
Other expenses 202 250
10
Financial income 2,160 2,301
Financial expense 824 378
11
Net financial income 1,336 1,923
Employee profit-sharing 14
Income taxes -82 720
16
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 149
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.2 SEPARATE FINANCIAL STATEMENTS
Non-current assets
Intangible assets
Concessions, patents 2,032 1,309 722 735
Current assets
Deposits and advances from customers 3 3
Receivables
Trade receivables and related accounts 16,156 12 16,145 14,893
Supplier receivables 162 162 15
Personnel 2 2 2
Income tax payable 1,985 1,985 539
Turnover tax 505 505 389
Other receivables 88,854 88,854 84,991
Other
Marketable securities 2,364 263 2,101 1,559
Cash 11,990 11,990 1,335
2
Balance sheet – Equity and liabilities
9
Total provisions for risks and contingencies 225 1,002
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 151
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.2 SEPARATE FINANCIAL STATEMENTS
2
Notes to the separate financial statements Exchange of OL Groupe / LDLC Asvel shares
The financial statements for the year ended 30 June 2020 OL Groupe exchanged 348,606 shares held in treasury
were approved by the Board of Directors on 6 October for shares of Asvel Basket SASP remitted by other share- 3
2020. holders of Asvel Basket SASP, amounting to an additional
stake of 8.33%.
Following this transaction, OL Groupe holds 33.33% of the 4
share capital.
NOTE 1: SIGNIFICANT EVENTS
5
Covid-19 impact
From the first days of the crisis, OL took all possible 6
measures to protect the health of all individuals and to NOTE 2: ACCOUNTING POLICIES AND METHODS
reduce the pandemic’s impact on 2019/20 financial perfor-
mance. These measures included partial unemployment, 2.1 General principles 7
postponement of social security contributions, tax remit-
The financial statements for the year under review have
tances and loan payments. These measures are detailed
been prepared in accordance with French law and French
in the notes that follow. Accounting Standards Authority (Autorité des Normes 8
On 19 July 2019, OL Groupe acquired 45,000 shares in the • Consistency of accounting principles between financial
company “Le Travail Réel” for €45,000, bringing its share- periods.
11
holding to 30%. The purpose of the company is to support • Matching principle.
and assist companies in their recruitment and training
issues, with the aim of developing their human capital. The underlying method used for the valuation of items 12
recorded in the company’s books is historical cost
• Creation of OL Production accounting.
On 10 July 2019, OL Groupe and Olympia Production estab- 13
lished OL Production. This new company will host the
annual music festival at Groupama Stadium.
2.2 Intangible assets 14
Purchased software is amortised over 12 months.
Acquisition of Reign FC 15
Exclusive talks starting on 25 November 2019 with a view 2.3 Property, plant & equipment
to the acquisition of Reign FC, an inaugural member of
Property, plant and equipment are measured at cost 16
the National Women’s Soccer League (NWSL), concluded
(purchase price, transaction costs and directly attributable
successfully with the signature of an agreement to buy the
expenses). They have not been revalued.
club’s assets for $3.51 million.
Depreciation is calculated on a straight-line basis over 17
The assets are lodged in a newly formed US registered
the estimated useful life of the asset, as estimated by the
company in which OL Groupe holds an 89.5% stake, repre-
Company:
senting an investment of $3.145 million. Bill Predmore, 18
Reign FC’s former owner and chief executive, holds 7.5% • Buildings . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 to 50 years
of the share capital. Tony Parker, the four-time NBA • Building improvements . . . . . . . . . . . . . . . . 3 to 20 years
champion, Chairman of LDLC Asvel (the basketball club • Computer equipment . . . . . . . . . . . . . . . . . . . . 3-4 years 19
that holds the French women’s and men’s basketball
• Office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . 5 years
championship titles) and an OL brand ambassador in the
• Office furniture . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 years
United States, also holds a 3% stake. 20
• Machinery and equipment . . . . . . . . . . . . . . . . . . 5 years
With this acquisition, OL Groupe has become a share-
holder via the newly formed US entity in the NWSL, along- • Vehicles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3-5 years
21
side the other teams.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 153
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.2 SEPARATE FINANCIAL STATEMENTS
141,121
2
2.11 Operating revenue 2.12 Exceptional items
Operating revenue comprises recharges of Group The income and expenses included here are either non-
expenses and fees. These fees are calculated on the recurring items or items considered exceptional from 3
basis of expenses incurred and allocated according to the an accounting standpoint by virtue of their nature (asset
margins of the operating subsidiaries. disposals, profit or loss on sale of treasury shares).
4
Depreciable cost
8
Intangible assets 1,639 192 200 2,032
Property, plant & equipment 21,421 985 -74 22,332
Property, plant & equipment in progress 334 2,312 -200 2,447
9
Non-current financial assets (1) 307,969 5,517 -1,139 312,347
Increases Decreases 13
30/06/19 Increases through Decreases through 30/06/20
reclassification reclassification
of which treasury shares 836 1,259 -1,003 1,092
14
(1) Includes the acquisition of OL Reign (€2.8 million), the creation of OL Production (€250 thousand) and Le Travail Réel (€45 thousand),
the increase in the stake in LDLC Asvel (€1.067 million) through a share exchange, and the sale of M2A shares (€136 thousand).
15
3.2 Receivables maturity listing 3.3 Revenue accruals included in the balance sheet
Realisable assets take into account shareholders' loans. Trade accounts receivable . . . . . . . . . . €14,506 thousand 16
Group receivables are considered to be due in less than Other receivables and accrued
one year (unless there is a specific agreement to the credit notes . . . . . . . . . . . . . . . . . . . . . . . . €167 thousand
contrary). Treasury shares are considered to be held for 17
more than one year.
Loans 14 14
over several years
Other non-current financial Prepaid expenses totalled €728 thousand as of 30 June 19
1,348 1,279 69
assets 2020. They relate to ordinary expenses incurred in the
Current assets and prepaid
normal course of business.
expenses excluding expenses
108,395 28,395 80,000 20
to be amortised over several Expenses to be amortised over several years are made
years (1)
up of issue costs for the OSRANE bonds and Orange Bank
Total 109,757 29,688 80,069 loan, and are spread over the life of the corresponding
21
(1) Loan granted to OL SASU for €80,000 thousand. issue.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 155
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.2 SEPARATE FINANCIAL STATEMENTS
Following the issuance of new OSRANEs as part of the NOTE 4: NOTES TO THE BALANCE SHEET – EQUITY
investment of IDG European Sports Investment Ltd in
2016/17, new expenses to be amortised over several years
AND LIABILITIES
were recognised. These corresponded to issuance costs of
€1,472 thousand and will be amortised until 2023. 4.1 Share capital
Total initial As of 30 June 2020, the share capital of OL Groupe
amount of comprised 58,206,325 shares with a par value of €1.52,
Amortisation
expenses to Net amount Balance as
(in € 000) during the totalling €88,473,614.
be amortised 30/06/19 of 30/06/20
financial year
over several
30/06/19 Capital increase 30/06/20
years
Number of shares (1) 58,177,169 29,156 58,206,325
OSRANEs 2,147 859 215 644
Par value 1.52 1.52
OSRANEs
1,472 841 210 631
(IDG) (1) Including 397,787 shares held in treasury under the liquidity
Groupama contract.
163 98 14 84
Banque loan
2
4.3 Provisions 4.4 Accrued expenses included in the balance sheet
A provision of €225 thousand was recognised in the finan- (in € 000) 30/06/20 30/06/19
cial statements as of 30 June 2020 for the bonus share 3
Trade payables 1,837 2,107
plan, comprising the personnel expense calculated on a
Tax and social security liabilities 2,803 2,497
straight-line basis over the vesting period (€197 thousand)
Other liabilities 113
and the employer contribution (€27 thousand) for Accrued interest 72 19
4
tranche 2.
Total 4,825 4,623
The amount corresponding to employees who are not part
5
of the Company was re-invoiced accordingly. The income
was recognised as an expense transfer of €42 thousand.
4.5 Payables maturity listing 6
The plan has the following characteristics: Type of payable Gross More than
Up to 1 year 1-5 years
(in € 000) amount 5 years
Plan characteristics for tranche 1
Bank advances 7
Grant date 12/02/2019
Vesting date 12/02/2020 Bank loan 5,558 1,359 3,444 755
Share price on grant date €2.85 Trade payables 2,897 2,897
Maximum number of shares that can Liabilities on non- 8
377,500 487 487
be granted current assets
Vesting period 1 year Tax and social
6,176 6,176
Vesting conditions Service condition security liabilities 9
Performance of consolidated total Other liabilities (1) 46,862 46,862
revenue and consolidated EBITDA for
Total 61,981 57,782 3,444 755
Performance condition the FYs 2018-19 and on the basis of the
final budget approved by the Board of (1) Essentially intra-group debt connected with centralised cash 10
Directors management.
transfer of €145 thousand. - repayment of the BPI and Orange Bank loans has been
postponed until six months after the date of the last repay-
14
Plan characteristics for tranche 2 ment scheduled under the agreement (€570 thousand),
Grant date 12/02/2019 - lease payments have been postponed for three months
Vesting date 12/02/2021 (€82 thousand). 15
Share price on grant date €2.85
Maximum number of shares that can
387,500
be granted
16
Vesting period 2 years 4.6. Related parties
Vesting conditions Service condition
Material transactions falling within the scope of the
Performance of consolidated total
revenue and consolidated EBITDA for current regulations concerning related parties, pursuant 17
Performance condition the FYs 2019-20 and on the basis of the to decree no. 2009-267 of 9 March 2009 set out in the
final budget approved by the Board of
French Accounting Standards Authority (Autorité des
Directors
Normes Comptables) note of 2 September 2010, were as 18
follows:
- Management fees invoiced by shareholder Holnest:
19
€1,651 thousand in 2019/20 vs €1,911 thousand in
2018/19.
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 157
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.2 SEPARATE FINANCIAL STATEMENTS
NOTE 5: NOTES TO THE INCOME STATEMENT 5.6 Increases and decreases in future tax liabilities
(in € 000) Amount Tax
5.1 Breakdown of sales revenue
Decreases
The contribution by business category to sales revenue Tax-loss carryforward for the tax
was as follows: 106,534 35,511
consolidation group
(in € 000) 2019/20 2018/19 Accrued expenses not deductible
1,462 487
in the current period
Recharges to subsidiaries 6,214 7,098
Increases
Ancillary revenue 432 345
Revenue or expense deducted,
Subsidiary management fees 18,256 15,416
but not yet recognised
Total 24,902 22,859
2
on the 2058-B bis form of the consolidated company at the 6.4 Commitments
date of its departure from the Group and resulting from
the years of tax consolidation. Commitments given 3
However, compensation shall be due to the consolidated
company in respect of losing the future opportunity to Rentals
carry back losses and apply them against profits earned 4
More than Total at
during the period of tax consolidation and transferred (in € 000) Up to 1 year 1-5 years
5 years 30/06/20
permanently to the consolidating company.
Rentals payable 1,881 1,940 883 4,705
In accordance with the Amended Finance Law, OL Groupe 5
has opted to carry back its losses. A total of €1 million in
losses was carried back. This gave OL Groupe a carry- Finance lease
6
back receivable, which was immediately due and payable (in € 000) Up to 1 year 1-5 years
More than Total at
by the French Treasury. 5 years 30/06/20
Management
Accumulated fees paid Residual
(in € 000) management during the purchase 8
NOTE 6: MISCELLANEOUS NOTES fees financial price
year
Other commitments
12
6.2 Share buyback programme (in € 000) Up to 1 year 1-5 years
More than Total at
5 years 30/06/20
A share buyback programme for OL Groupe’s own shares
is underway with Keppler. As of 30 June 2020, the number Guarantees (1) 45,878 254,668 300,546 13
of shares repurchased (settled and delivered) was 391,787, (1) OL Groupe is guarantor of OL SASU’s €297 million in refinanced
with a total value of €1,092 thousand. All shares allotted borrowing arrangements. It is also guarantor of OL SASU’s
€2 million and OL Association’s €0.5 million in financial leases
to the programme have been purchased in the market. 14
related to Groupama Stadium.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 159
18. FINANCIAL INFORMATION / 18.3 FINANCIAL STATEMENTS / 18.3.2 SEPARATE FINANCIAL STATEMENTS
Commitments received
Initial clawback provision relating to OL SASU of
€28,000 thousand.
During the 2017/18 financial year, OL SASU’s results were
sufficient to repay €1,433 thousand, according to the
calculation method stipulated in the clawback agreement.
The balance as of 30 June 2020 was thus
€26,567 thousand.
6.5 Disputes
The Company has no knowledge of any incidents or
disputes likely to have a substantial effect on the business,
assets, financial situation or results of OL Groupe.
2
6.10 Information concerning subsidiaries and associates (in euros)
Loans Sales revenue
Net profit/loss Net dividends
Equity other than Share of capital NBV of shares & advances excluding tax 3
Company Share capital in most recent received during
share capital owned (%) owned not repaid in most recent
financial year the financial year
at year end financial year
I. Subsidiaries (at least 50% of the equity capital owned by the Company) 4
OL SAS 93,511,568 55,276,646 100.000 301,798,821 85,211,339 112,076,581 -39,333,783
AMFL 4,000 -4,700 51.000 2,040 14,919 -1,604
OL Loisirs 5
10,000 -18,268 100.000 10,000 407,750 -2,698
Développement
OL Partner 250,000 -6,596 95.000 237,500 -2,169
OL Production (1) 500,000 -183,676 50.000 250,000 500,000 -183,676
6
OL Reign (2) 3,098,435 -1,850,091 89.500 2,826,856 2,391,557 333,119 -1,850,091
II. Associates (between 10% and 50% of the equity capital held by the Company)
Initial financial 7
Le Travail Réel (3) 150,000 year, not yet 30.000 45,000 110,000 Initial financial year, not yet closed
closed
Beijing OL FC Ltd (4) 1,307,276 -1,042,204 45.000 588,274 232,634 -214,279 8
Asvel LDLC (5) 1,033,252 -949,589 33.330 4,466,688 8,577,250 82,895
Lyon Asvel Féminin 2,941,000 -2,595,374 10.000 300,000 1,688,513 -1,017,732
Gol de Placa 4,909 -453,090 10.000 459,654 33,022 -186,677 9
M2A (6)
12
13
14
15
16
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 161
18. FINANCIAL INFORMATION ABOUT THE ISSUER'S ASSETS, FINANCIAL POSITION AND EARNINGS
Opinion
Justification of our assessments - Key audit matters
In compliance with the mission entrusted to us by your
In accordance with the requirements of Articles L823-9
Annual General Meeting, we have audited the accom-
and R823-7 of the French Commercial Code relating to the
panying consolidated financial statements of Olympique
justification of our assessments, we draw your attention
Lyonnais Groupe for the year ended 30 June 2020. These
to the following key audit matters with regard to risks of
financial statements were approved by the Board of
material misstatement which, in our professional judge-
Directors on 6 October 2020 on the basis of information
ment, were of the greatest significance in our audit of the
available at the time, in a context rendered unstable by the
consolidated financial statements for the financial year,
Covid-19 health crisis.
and with regard to how we addressed those risks.
Identified risk
As of 30 June 2020, the value of the Group’s player-
Basis for opinion
registration commitments was €179 million on a total
balance sheet of €703 million. These commitments were
Audit framework
recorded under intangible assets for a gross total of
We conducted our audit in accordance with professional
€287 million with amortisation of €108 million. Over the
standards applicable in France. We believe that the infor-
financial year, player-registration commitments rose by
mation we have collected is sufficient and appropriate to €153 million gross (€98 million net), with sales accounting
form a basis for our opinion. for €14 million gross (€9 million net). For each player
acquisition, the valuation of commitments is determined
Our responsibilities under those standards are further on the basis of player transfer contracts. At the end of
described in “Statutory Auditors’ Responsibilities for the each financial year, assets are tested for impairment
Audit of the Consolidated Financial Statements” section whenever there is an indication that their value may be
of our report. impaired.
2
to determining the effective transfer date for risks and We determined that correctly accounting for revenues in
ownership, and because 3) the determination of their the Covid-19 context constituted a key audit point because
recoverable value, which is based on discounted future of the complexity resulting from revenue recognition.
3
cash flow projections, required the use of assumptions,
estimates and assessments, as indicated in Note 6.1 to The method for revenue recognition (excluding player
the consolidated financial statements. transfers) is described in Note 4.1 to the consolidated 4
financial statements. Our procedures consisted mainly in:
Audit procedures implemented to address this risk
− Implementing procedures for the analysis of revenues
The accounting method used for player registrations and per category and per match.
5
the procedures for implementing corresponding impair-
− Assessing the estimates made by Management.
ment tests are described in Note 6.1 to the consolidated
financial statements. The procedures consisted mainly in: − Understanding the process for revenue recognition for 6
each category of revenue.
− Performing a substantive evaluation of the movements
of intangible player assets, in order to analyse the correct − Testing the general computer controls and interfaces,
7
valuation and recognition of contractual rights with regard especially for ticketing revenues.
to the terms and conditions of player registration acquisi- − Verifying that the accounting principles applied were in
tions set forth in the transfer contracts. compliance with IFRS, particularly IFRS 15. 8
− Examining future cash flows prepared in accordance with
the methodology described in Note 6.1 to the consolidated We have also verified the appropriateness of the infor-
financial statements, and assessing the reasonableness of mation provided in the notes to the consolidated financial 9
the underlying key assumptions chosen by Management. statements.
− Evaluating the assumptions chosen for the growth rate
10
and the discount rate.
− Measuring the sensitivity of the discount rate and growth Specific verifications
rate. We have also carried out, in accordance with the profes- 11
sional standards applicable in France, the specific verifi-
We have examined the methods for conducting these
cation required by law of information pertaining to the
impairment tests and evaluated the reasonableness of 12
Group presented in the management report of the Board
the main estimates, in particular with regard to ticketing
of Directors of 6 October 2020. Concerning events which
receipts, Club rankings and player transfer assumptions.
occurred and information learnt after the balance sheet
We have also analysed the consistency of future cash flows 13
date and relating to the effects of the Covid-19 crisis,
with past performances, sports prospects to date and the
Management has indicated that it will issue a communica-
Group’s historical performance; and we have performed
tion to the General Meeting called to approve the financial 14
sensitivity analyses on the impairment tests.
statements.
Finally, we have verified the appropriateness of the infor-
mation provided in the notes to the consolidated financial
We have no observations to make as to the fairness of 15
statements.
this information or its consistency with the consolidated
financial statements.
16
Recognition of revenue in the Covid-19 context
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 163
18. FINANCIAL INFORMATION ABOUT THE ISSUER'S ASSETS, FINANCIAL POSITION AND EARNINGS
Responsibilities of Management and persons charged with governance dures for these risks; and collects information he or she
relating to the consolidated financial statements deems adequate and appropriate as a basis for his or her
Management is responsible for the preparation and fair opinion. The risk of not detecting a material misstatement
presentation of the consolidated financial statements in resulting from fraud is higher than the risk from error,
accordance with IFRS as adopted by the European Union, because fraud may involve collusion, falsification, inten-
and for any internal control it deems necessary to ensure tional omissions, misrepresentations or circumvention of
that the consolidated financial statements are free of internal control.
material misstatement, whether due to fraud or error.
- Learns about internal control as it relates to the audit in
order to define audit procedures which are appropriate for
In preparing the consolidated financial statements,
the circumstances, but not with the aim of expressing an
Management is responsible for assessing the Company’s
opinion on the effectiveness of internal control.
ability to continue as a going concern, and to present
in the financial statements, as applicable, the informa- - Evaluates the appropriateness of accounting policies
tion required to continue operations and to apply the chosen and the reasonableness of accounting estimates
accounting basis for a going concern, unless it is expected made by Management, as well as related information
to liquidate the Company or to cease operations. provided in the consolidated financial statements.
- Assesses the appropriateness of Management’s use of
The Audit Committee is responsible for monitoring the the going concern basis of accounting and, depending on
financial reporting process and the effectiveness of the information obtained, determines if there is significant
internal control and risk management systems and, uncertainty relating to events or circumstances likely to
where applicable, the internal audit procedures, for the cast doubt on the Company’s ability to continue as a going
processing of financial and accounting information. concern. This assessment is based on the information
obtained up to the date of the audit report. However, future
These consolidated financial statements have been events or circumstances may prevent the Company from
approved by the Board of Directors.
continuing as a going concern. If the Statutory Auditor
concludes that a material uncertainty exists, the Auditor
must draw attention in the audit report to the relevant
Responsibilities of the Statutory Auditors for the audit of the consolidated disclosures in the consolidated financial statements; or,
financial statements
if the disclosures are not provided or are not relevant,
the Auditor must express reserve or refuse to express an
Audit objective and approach
opinion.
We are responsible for the issuance of a report on the
- Evaluates the overall presentation of the consolidated
consolidated financial statements. Our objective is
financial statements and assesses whether they repre-
to obtain reasonable assurance that the consolidated
sent the underlying transactions and events fairly and
financial statements as a whole are free of material
accurately.
misstatement. Reasonable assurance provides a high
level of assurance, but it does not guarantee that an audit - Obtains sufficient and appropriate information on the
conducted in accordance with professional standards persons or business entities within the Group to express
will systematically detect all material misstatement. an opinion on the consolidated financial statements. The
Misstatement can arise from fraud and error, and is Statutory Auditor is responsible for the management,
considered material where, individually or in the aggre- supervision and achievement of the audit of the consoli-
gate, it can reasonably be expected to influence the dated financial statements, and for the opinion expressed
economic decisions taken by users on the basis of the on the consolidated financial statements.
financial statements.
2
audit matters. These matters are described in the present 18.4.2 Verification of past annual financial
report. information
3
We also provide the Audit Committee with the declaration Report of the Statutory Auditors on the separate financial
provided for in Article 6 of Regulation (EU) no. 537-2014 statements
confirming our independence within the meaning of the Year ended 30 June 2020 4
rules applicable in France, particularly as set forth in
Articles L822-10 to L822-14 of the French Commercial To the Shareholders of Olympique Lyonnais Groupe,
Code and the French Code of Ethics for Statutory Auditors. 5
12
Basis for opinion
Audit framework 13
15
Our responsibilities under those standards are further
described in the “Statutory Auditors’ Responsibilities for
the Audit of the Separate Financial Statements” section
16
of our report.
Independence
17
We conducted our audit mission, in compliance with appli-
cable rules of independence, for the period from 1 July
2019 to the date of our report. We have not provided any 18
services prohibited in Article 5, paragraph 1 of Regulation
(EU) no. 537/2014 or in the French Code of Ethics for
Statutory Auditors. 19
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 165
18. FINANCIAL INFORMATION ABOUT THE ISSUER'S ASSETS, FINANCIAL POSITION AND EARNINGS
to the following key audit matters with regard to risks of Specific verifications
material misstatement which, in our professional judge- We have also performed the specific verifications required
ment, were of the greatest significance in our audit of the by law and regulations, in accordance with professional
separate financial statements for the financial year, and standards applicable in France.
with regard to how we addressed those risks.
Information provided in the management report of the Board
The assessments were made in the context of our audit
of Directors and in the documents addressed to shareholders
of the separate financial statements taken as a whole and
with respect to the financial position and the separate financial
approved under the above-referenced conditions, and
statements
they contributed to the opinion expressed above. We do
not express an opinion on individual items in the separate We have no observations to report as to the fair presenta-
financial statements. tion and consistency with the separate financial state-
ments of the information provided in the management
report of the Board of Directors approved on 6 October
2020, and in the documents addressed to shareholders
Test for impairment of equity investments
with respect to the financial position and the separate
financial statements. Concerning events which occurred
Identified risk
and information learnt after the balance sheet date and
As of 30 June 2020, the value of equity investments held
relating to the effects of the Covid-19 crisis, Management
by Olympique Lyonnais Groupe was €311 million, of which
has indicated that it will issue a communication to the
€302 million related to wholly-owned Olympique Lyonnais
General Meeting called to approve the financial state-
SASU.
ments.
2
Other information Responsibilities of the Statutory Auditors for the audit
of the separate financial statements
In accordance with French law, we have verified that
required information concerning equity investments and 3
Audit objective and approach
controlling interests, as well as the identity of share-
holders and holders of voting rights, has been disclosed We are responsible for the issuance of a report on the
in the management report. separate financial statements. Our objective is to obtain 4
reasonable assurance that the separate financial state-
ments as a whole are free of material misstatement.
Reasonable assurance provides a high level of assur- 5
Information on other legal and regulatory obligations
ance, but it does not guarantee that an audit conducted
in accordance with professional standards will system-
Appointment of the Statutory Auditors
atically detect all material misstatement. Misstatement 6
We were appointed as Statutory Auditors of Olympique can arise from fraud and error, and is considered material
Lyonnais Groupe by the General Meeting held on where, individually or in the aggregate, it can reasonably
15 December 2016 for Orfis, and on 5 December 2017 for be expected to influence the economic decisions taken by 7
Cogeparc. users on the basis of the financial statements.
As at 30 June 2020, Orfis was in the 17th consecutive year As specified in Article L823-10-1 of the French Commercial 8
of its mission, and Cogeparc was in the 21st year of its Code, our audit mission does not include ensuring the
mission (the 14th year since the Company’s securities viability or management quality of the Company.
began trading on a regulated market). 9
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 167
18. FINANCIAL INFORMATION ABOUT THE ISSUER'S ASSETS, FINANCIAL POSITION AND EARNINGS
the disclosures are not provided or are not relevant, the 18.5 D ATE OF THE MOST RECENT FINANCIAL
Auditor must express reserve or refuse to express an
INFORMATION
opinion.
The full-year 2019/20 earnings were published on
- Evaluates the presentation of all separate financial state-
6 October 2020. The presentation of the financial state-
ments and assesses whether they represent the under- ments and the corresponding press release are available
lying transactions and events in a manner that achieves in the “Finance” section of the Company website.
fair presentation.
We also provide the Audit Committee with the declaration Dividends that are not claimed within five years of their
provided for in Article 6 of Regulation (EU) no. 537-2014 payment date are deemed to have lapsed and are paid to
confirming our independence within the meaning of the the State.
rules applicable in France, particularly as set forth in
Articles L822-10 to L822-14 of the French Commercial
Financial year Net dividend/share Gross dividend/share
Code and the French Code of Ethics for Statutory Auditors.
Where appropriate, we discuss with the Audit Committee 2014/15 - -
2015/16 - -
the risks to our independence and the measures taken to
2016/17 - -
protect it.
2017/18 - -
2018/19 - -
2
18.9 SIGNIFICANT CHANGES IN THE FINANCIAL
OR BUSINESS POSITION
3
NA.
Personnel
Average number of employees 123 106 76 70 57 15
Payroll 7,490,614 6,525,778 4,956,145 4,956,875 4,019,131
Social welfare and other employee benefits paid
3,768,889 3,984,026 2,391,750 2,354,840 2,043,137
(social security, welfare schemes, etc.)
16
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 169
170 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
19. ADDITIONAL INFORMATION 1
10
Changes in share capital (1 July 2019 to 30 September 2020)
Capital Total
Number Share Total share Total Par value
increase, share capital, 11
Date Transaction of shares premiums premiums number per share
par value par value
issued (in €) (in €) of shares (in €)
(in €) (in €)
15
19.1.2 Shares held in treasury
Purchase and/or sale of shares by the Company pursuant to the shareholder authorisations granted at the 5 December 2017, 5 December 2018
and 3 December 2019 Annual Meetings 17
Pursuant to the authorisations given by shareholders at their 5 December 2017, 5 December 2018 and 3 December 2019
Ordinary Meetings, the Company has a share buyback programme authorising it to acquire up to 10% of the number of shares
comprising the share capital as of the 3 December 2019 Shareholders’ Meeting. 18
During the 2019/20 financial year, Olympique Lyonnais Groupe carried out the following transactions:
Number of shares 19
Average purchase
Number Average Number Average transferred
From 01/07/19 to 30/06/20 price of transferred
of shares acquired purchase price of shares sold sale price (bonus share plan +
shares
Asvel exchange)
20
Liquidity contract 418,844 €2.82 316,608 €2.91
Outside liquidity contract 1,031,369 €2.77 690,930 €2.98
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 171
19. ADDITIONAL INFORMATION
The liquidity contract was awarded to Exane BNP Paribas in February 2008 and was cancelled on 31 December 2018. A new
liquidity contract was signed with Kepler Cheuvreux with effect from 2 January 2019.
For the 2019/20 financial year, the flat fee for management of the liquidity contract, invoiced by Kepler Cheuvreux, totalled
€25 thousand (excl. VAT).
Since the start of the 2020/21 financial year, Olympique Lyonnais Groupe has carried out the following transactions:
Description of the share buyback programme to be submitted Percentage of capital and breakdown by objective
for shareholder approval at the Ordinary Shareholders’ Meeting of shares held in treasury as of 31 August 2020
of 26 November 2020 As of 31 August 2020, the Company held 394,313 of its
Pursuant to Articles 241-1 et seq. of the General own shares, or 0.68% of share capital, in connection with
Regulation of the AMF, to European Regulation 2273/2003 the liquidity contract managed by Kepler Cheuvreux; and
1,007,810 shares, or 1.73% of share capital, outside the
of 22 December 2003, which came into force on 13 October
liquidity contract, allocated to the second objective of
2004, and to EU Regulation 596/2014 of 16 April 2014 on
the buyback programme. As of 31 August 2020, a total of
market abuses, we present below the objectives and
1,402,123 shares were held in treasury.
procedures of the Company's share buyback programme,
to be submitted to shareholders for approval at their
Objectives of the buyback programme
26 November 2020 Ordinary Shareholders' Meeting. It
The objectives of the programme are as follows:
will be proposed at the Annual Meeting that the Board
of Directors be authorised to acquire shares pursuant to - Make a market in and ensure regular price quotations
Articles L225-209 to L225-212 of the French Commercial of OL Groupe shares through a liquidity contract that
complies with the Commission Delegated Regulation (EU)
Code, EC Regulation 2273/2003 of 22 December 2003,
2016/1052 of 8 March 2016, supplementing European
EU regulation 596/2014 of 16 April 2014 on market abuses,
Parliament and Council Regulation (EU) 596/2014 with
and Articles 241-1 et seq. of the AMF General Regulation
technical regulation standards regarding the conditions
as supplemented by AMF instructions 2005-06 and 07 of
applicable to buyback programmes and stabilisation
22 February 2005. measures;
Shareholders may download this description from the - Allot Company shares on exercise of rights attached to
Company's website (www.olweb.fr). securities giving access in any way to Company shares, in
Copies may also be obtained free of charge by writing accordance with applicable regulations;
to the following address: Olympique Lyonnais Groupe, - Grant shares under the terms and conditions provided
10 avenue Simone Veil, 69150 Décines Charpieu (France). by law, in particular under an employee profit-sharing
plan, a stock option plan, a company or group savings plan
(or assimilated plan) as provided for by law, in particular
Articles L3332-1 et seq. of the French Commercial Code,
2
or for the allocation of bonus shares to employees or Characteristics of the securities involved in the buyback programme
executive officers pursuant to Articles L225-197-1 et seq. OL Groupe ordinary shares are listed on Euronext Paris
of the French Commercial Code; Segment B. 3
- Reduce share capital by cancellation of some or ISIN code: FR0010428771.
all shares, provided the first resolution of the Special
Shareholders’ Meeting of 26 November 2020 is approved; Duration of the buyback programme 4
- Purchase shares with an intent to hold them and The programme has a duration of 18 months from the date
tender them at a later date in exchange or in payment of the Shareholders’ Meeting, i.e. until 25 May 2022.
for acquisitions, within the limits set out by law. Share 5
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 173
19. ADDITIONAL INFORMATION
19.1.4 Terms and conditions governing any right of acquisition and/or any obligation attached
to the capital subscribed but not paid up, or any other undertaking to increase the share capital
Powers granted by shareholders to the Board of Directors under Articles L225-129-1 and L225-129-2 of the French Commercial Code
and use thereof during the 2019/20 financial year
Utilisation during the 2019/20 financial year Used Unused
Authority to be granted to the Board of Directors to reduce the share capital through cancellation of shares held in treasury.
X
Term: 26 months (Special Shareholders’ Meeting of 3 December 2019)
Authority to be delegated to the Board of Directors to increase the share capital of the Company via the issuance of shares
and/or securities giving immediate or deferred access to the share capital, with maintenance of preferential subscription rights. X
Term: 26 months (Special Shareholders’ Meeting of 3 December 2019)
Authority to be delegated to the Board of Directors to increase the share capital of the Company via the issuance of shares
and/or securities giving immediate or deferred access to the share capital, with waiver of preferential subscription rights. X
Term: 26 months (Special Shareholders’ Meeting of 3 December 2019)
Authority to be delegated to the Board of Directors to increase the share capital of the Company via the issuance of shares
and/or securities giving immediate or deferred access to the share capital, with waiver of preferential subscription rights, via private placement as
X
provided for in Article L411-2, II of the Monetary and Financial Code.
Term: 26 months (Special Shareholders’ Meeting of 3 December 2019)
Ability to issue shares and/or securities giving immediate or deferred access to shares to be issued by the Company as payment for contributions
in kind comprising equity instruments or securities giving access to the share capital. X
Term: 26 months (Special Shareholders’ Meeting of 3 December 2019)
Authority to be delegated to the Board of Directors to increase the number of shares to be issued in the event of an increase in the share capital,
with maintenance or waiver of preferential subscription rights. X
Term: 26 months (Special Shareholders’ Meeting of 3 December 2019)
Authority to be granted to the Board of Directors to issue new or existing bonus shares.
X
Term: 38 months (Special Shareholders’ Meeting of 3 December 2019)
Authority to be granted to the Board of Directors to grant subscription-type or purchase-type stock-options.
X
Term: 26 months (Special Shareholders’ Meeting of 3 December 2019)
2
19.2 MEMORANDUM AND ARTICLES 19.2.3 Distribution of earnings according
OF ASSOCIATION to the Articles of Association
(Article 27 thereof) 3
19.2.1 Corporate Purpose The net profit for the year, less prior losses and amounts
(Article 2 of the Articles of Association) transferred to legal reserves, plus retained earnings,
4
constitute distributable profits. Apart from distribut-
The purpose of the Company, both directly and indirectly,
able profits, shareholders may decide, in their Ordinary
in France and abroad, is to:
Shareholders’ Meeting, according to procedures defined 5
• hold and manage its shareholding in Olympique Lyonnais
by law, to distribute profits from available reserves.
SASP, operate and enhance the value of the Olympique
Lyonnais brand, and more generally acquire, hold,
Once shareholders have approved the separate financial 6
manage, sell or transfer in any other manner any shares,
statements and determined that distributable profits exist,
bonds or other marketable securities issued by French
they decide what portion is to be distributed to share-
or non-French companies or groups, whether listed or
holders in the form of dividends. 7
unlisted, having a direct or indirect connection to the
corporate purpose; They may decide to offer shareholders the choice between
payment in cash or in shares, for all or part of the shares
• carry out any research, consulting, management, organ- 8
carrying dividend rights, in accordance with applicable
isational, development or operating activities related to
laws and regulations.
the corporate purpose indicated above, including sporting,
educational, cultural, audiovisual or artistic activities; Interim dividends may be distributed before the financial 9
organise events, shows and exhibits; promote, organise statements are approved, under the terms and conditions
or provide travel and travel services; provide housing, food set by law.
and transport services for participants; design, create, Shareholders may be offered the choice, for all or part of 10
manufacture and sell, directly or indirectly, any products the interim dividend to be paid, between payment in cash
or services distributed under the brand names, logos or or in shares.
11
emblems belonging to related companies, or under any
new brand name, logo or emblem that related companies
might own or register;
19.2.4 Changes to shareholders’ rights 12
• locate, purchase, sell or lease, in any manner whatso-
ever, land, buildings or movable property; build, fit out, (Article 8 of the Articles of Association)
manage and maintain any equipment, organisation or 13
project with a sporting, educational, cultural or artistic Capital increase
objective, and in particular sports arenas, training acade- The share capital may be increased by any method or
mies or any other property asset connected with the manner authorised by law. All capital increases, whether 14
corporate purpose; immediate or deferred, must be voted by shareholders in
• and generally, carry out any transactions, including a Special Shareholders’ Meeting, based on a report of the
15
commercial, financial or property transactions, directly Board of Directors containing the indications required by
or indirectly related to the corporate purpose indicated law. Shareholders may delegate this power to the Board of
above, or that can be useful for such purpose or for Directors, according to the terms and conditions stipulated
16
other similar or related purposes or that can facilitate by law.
their realisation, such as improving the management of
related companies or groups of legal entities through their Reduction of capital 17
management bodies, by making employees available to Shareholders may also, under the terms and conditions
them or otherwise so as to advise or help these companies stipulated by law, decide to reduce capital or authorise
or entities in their organisation, capital expenditure and
a reduction therein, for any reason and in any manner, 18
financing through loans, guarantees or pledges covering
provided that the reduction in capital maintains equality
the obligations of the company or of related companies.
among shareholders.
19
The Company may, without reducing its capital, buy back
its own shares, under the terms and conditions and within
19.2.2 Financial year the limits stipulated by law. 20
The financial year begins on 1 July and ends on 30 June.
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 175
19. ADDITIONAL INFORMATION
19.2.5 Invitations and admission the multiple that should have been declared be deprived
to Annual Shareholders’ Meetings of voting rights for all Shareholders’ Meetings held within
a period of two years following the date on which the
disclosure is subsequently made. Such request must be
Shareholders’ Meetings (Article 23 of the Articles of Association)
written into the minutes of the Shareholders’ Meeting.
Similarly, a shareholder who fails to properly disclose
Invitation (Article 23)
these shareholdings cannot delegate the voting rights
"Shareholders are invited to Annual Meetings and to delib-
attached thereto.”
erate according to the conditions of quorum and majority
stipulated by law."
4
The contracts presented below were entered into during MASTER AGREEMENT
the normal course of business.
BETWEEN OL ASSOCIATION AND THE CITY OF LYON 5
agreement was signed on 27 June 2013 for a period of On 3 September 2014, a new stadium operation-main-
tenance contract was signed with Dalkia, a subsidiary of
five years. Under Act no. 2017-261 of 1 March 2017, which
the EDF group, following a consultation procedure. The 11
aims to preserve sporting ethics, strengthen regulation
purpose of this agreement is to assign to Dalkia the stadi-
and disclosure in professional sports, and improve the
um’s technical operation, maintenance, and “large-scale
competitiveness of French clubs, the duration of agree-
facilities maintenance and renewal”. The contract has a 12
ments between sporting associations and sporting compa-
term of 20 years from the date the stadium was delivered.
nies can be extended to 10-15 years. It also gives the
sporting company the right to use the affiliation number. 13
Association Olympique Lyonnais and Olympique Lyonnais
SASU have signed a new 15-year agreement reflecting CONTRACTS WITH SYTRAL
this legislative change. The agreement took effect as of 14
1 July 2017. OL and SYTRAL have reached an agreement to provide
Under the agreement, the Association grants Olympique special service (bus and tram) so as to bring spectators to
Lyonnais SASU the benefit of all the rights arising from Groupama Stadium on men’s first team matchdays and on 15
its affiliation to the FFF and manages all the amateur women’s professional team matchdays when attendance
sections of the Club and OL Academy under the supervi- is expected to exceed 15,000.
16
sion of Olympique Lyonnais SASU. The Association under- OL pays the expenses directly related to this special
takes to provide Olympique Lyonnais SASU with what it service, via a flat fee calculated on the basis of the stadium
needs to carry out its mission of managing the profes- attendance rate. 17
sional team. In return, Olympique Lyonnais SASU pays all The agreement came into force when the stadium was
the Association's expenses, including those relating to the authorised to open to the public, and is not limited in
amateur sections. duration. 18
For the year ended 30 June 2020, Olympique Lyonnais Each party may unilaterally cancel the agreement as of
SASU covered all the Association's expenses, which 30 June every three years starting on 30 June 2017,
19
amounted to approximately €16.4 million (€20.3 million subject to a notice period of five months, after sending a
in the 2018/19 financial year). registered letter with return receipt.
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 177
20. PRINCIPAL CONTRACTS
CONTRACTS WITH SEPEL was chosen to handle various advertising space contracts,
sponsorships (including kit manufacturers) and public
SEPEL, the company that operates the Lyon Eurexpo site, relations campaigns. The licence granted to Sportfive is
makes available to Olympique Lyonnais between 2,500 exclusive (with exceptions) and expires after no fewer than
and 5,000 parking spaces on matchdays and/or days when 10 complete seasons as from the opening of the stadium
other events are held at Groupama Stadium. to the public.
OL pays a fee per vehicle present on the site, with a In consideration for these services, Sportfive receives a
minimum amount corresponding to 2,500 vehicles. variable commission depending on the type of rights sold,
based on a percentage of the revenue generated, with a
The above agreement for temporary use of parking spaces
minimum annual payment. The remuneration of Sportfive
became effective retroactive to 9 January 2016 and is
is based on all revenue generated by the sale of marketing
renewable for each sports season, subject to agreement
rights relating to OL Group, including any sold directly by
by the parties.
the Group. All revenue generated through the sale of the
Club's marketing rights by Sportfive is paid directly to
Sportfive by the respective partners.
AGREEMENTS WITH COMREST
(SUBSIDIARY OF SODEXO)
SPONSORSHIP AGREEMENTS
On 13 June 2008, Olympique Lyonnais entered into an
agreement with Comrest whereby Comrest would supply The Covid-19 crisis and the definitive, premature end to
food services for Groupama Stadium, including catering the 2019/20 professional football season constitutes a
services in the VIP areas and during seminars. This case of force majeure and therefore had consequences on
agreement was for a term of 15 sports seasons from its the execution of sponsorship agreements.
inauguration in 2016. Comrest receives fees based on total
revenues earned during each sports season for operating Olympique Lyonnais therefore entered into negotiation
refreshment bars. with each sponsor to come to an agreement regarding
compensation satisfactory to both parties.
2
adjusted based on actual product sales and Olympique SPONSORSHIP AGREEMENT WITH D2L GROUP
Lyonnais' results in the French and/or European compe-
titions in which it plays. On 27 September 2018, Olympique Lyonnais and the D2L 3
With Olympique Lyonnais as intermediary, adidas has Group entered into a sponsorship agreement for the
also become the kit manufacturer for Asvel (men’s and 2018/19 and 2019/20 seasons. This agreement calls for the
women’s teams) and LDLC-OL (e-sport), and a sponsor of D2L brand to be visible on the women’s team shorts during 4
Le Five OL (indoor football). friendly matches and the women’s French Division 1
matches. In addition, D2L Group’s brand will be visible on
Groupama Stadium’s giant screen at each of the Division 1 5
home matches. At the end of the 2019/20 season, the
SPONSORSHIP AGREEMENT WITH ADÉQUAT sponsorship agreement was not renewed.
6
Adéquat has been an Olympique Lyonnais sponsor for
several seasons. In 2018, the two companies signed a
sponsorship agreement for the 2018/19 and 2019/20 SPONSORSHIP AGREEMENT WITH DELIVEROO 7
Following the agreement signed with Alila Promotion for 15 October 2019.
the 2016/17 and 2017/18 seasons, a new contract was 13
signed on 30 August 2018 for two additional seasons
(2018/19 and 2019/20). SPONSORSHIP AGREEMENT WITH EM2C
The Alila Promotion brand will be visible on the back of 14
the men’s first team shirts during French Ligue 1 home On 4 December 2018, Olympique Lyonnais signed a
and away matches. The agreement provides for visibility sponsorship agreement with EM2C for three seasons
15
in the stadium and on social media to complement the (2018/19 to 2020/21).
shirt display. EM2C's brand is visible on the back of the women's team
shirts for French Division 1 matches and for Champions 16
League matches up to the round of 16. The EM2C brand
also benefits from public relations and Club media
SPONSORSHIP AGREEMENT WITH APRIL visibility. 17
The contract was terminated on 30 June 2020.
The agreement with April, a sponsor since the 2012/13
season, was expanded during the 2014/15 season and 18
extended for three seasons (2014/15 to 2016/17). New
services included placing the April logo on the front of SPONSORSHIP AGREEMENT WITH EMIRATES
the women’s team shirts for French Division 1 home 19
and away matches and for Champions League matches. Olympique Lyonnais SASU signed a 5-year sponsorship
The sponsorship has been renewed for three additional agreement with Emirates on 30 January 2020, for five
seasons (2017/18 to 2019/20), with similar services. seasons (i.e. until 30 June 2025). 20
At the end of the 2019/20 season, the sponsorship agree- As a premium sponsor, the Emirates brand appears on the
ment was not renewed under identical terms and condi- front of the men's team shirts during European play and
21
tions. French Ligue 1 matches.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 179
20. PRINCIPAL CONTRACTS
The agreement also provides for visibility in the stadium SPONSORSHIP AGREEMENT WITH INTERMARCHÉ
as well as hospitality services to reinforce and supplement Following the various agreements signed by Olympique
Emirate’s presence on players’ shirts. Lyonnais SASU and Intermarché (ITM Alimentaire Centre
Est) since 2011, a new agreement was signed for the
2016/17 and 2017/18 seasons. The Intermarché logo
appeared on the men’s team shorts for Ligue 1 home and
SPONSORSHIP AGREEMENT WITH FDJ away matches. Intermarché also benefited from visibility
and public relations events connected with OL professional
Following the signing of their sponsorship agreement in
team matches. On 4 September 2018, the agreement was
2017, Olympique Lyonnais and FDJ reached a new agree-
renewed until 2020 under the same terms and conditions.
ment in 2018 for the seasons from 2018/19 to 2021/22.
The agreement provides, in particular, for FDJ’s brand The sponsorship has been renewed for two seasons until
2021/22. Intermarché is now an Official Supplier.
to be visible in Groupama Stadium via fixed signs, inter-
view signage, the giant screen, OL media, the Tribune OL
programme and OL’s website. The two parties also agreed
that FDJ will open sales outlets and terminals for placing SPONSORSHIP AGREEMENT WITH KEOLIS
sport bets at Groupama Stadium.
Following various agreements since the 2015/16 season,
Olympique Lyonnais and Keolis signed a new sponsor-
ship agreement on 3 September 2018 for the 2018/19 and
SPONSORSHIP AGREEMENTS WITH GROUPAMA
2019/20 seasons. Under the terms and conditions of this
agreement, the Keolis brand is visible on the left leg of the
According to the terms and conditions of a new agree-
women’s team shorts during women’s French Division 1
ment signed on 5 October 2020, Groupama Rhône-Alpes-
matches. To enhance this visibility, Keolis also benefits
Auvergne will retain naming rights for the stadium and
from various displays of its logo in Groupama Stadium.
training centre, which is owned by the Club, for two
additional contractual years, i.e. until 31 July 2022. The At the end of the 2019/20 season, the sponsorship agree-
Groupama brand will be visible in the stadium and will ment was renewed, with the same rights, until 30 June
benefit from media rights and related marketing benefits, 2022.
in addition to a "Mon assurance spéciale OL by Groupama”
(My special OL insurance by Groupama) display.
This agreement reaffirms the excellent relations devel- SPONSORSHIP AGREEMENT WITH LEROY MERLIN
oped since 2015 between the brand and the Club.
On 24 July 2018, Olympique Lyonnais signed a sponsorship
agreement with Leroy Merlin France for three seasons
(2018/19 to 2020/21). The Leroy Merlin France brand will
SPONSORSHIP AGREEMENT be visible on the left breast pocket of the women’s first
WITH HYUNDAI MOTOR FRANCE team shirts during French Division 1 home and away
matches. The agreement provides for visibility in the
Following an initial major sponsorship contract covering stadium and on various media to complement the shirt
two seasons (2012/13 and 2013/14), new agreements were display.
signed for the periods 2014/15 to 2015/16, 2016/17 to
2017/18 and 2018/19 to 2019/20.
Hyundai, premium sponsor of the men’s professional team
and official sponsor of the women’s team, continues to
SPONSORSHIP AGREEMENT WITH MASTERCARD
be displayed on players’ shirt fronts for Ligue 1 home
On 3 April 2019, Olympique Lyonnais signed a sponsorship
and away matches for visibility and brand promotion. The
agreement for three seasons with Mastercard (2019/2022).
agreement also provides for visibility in the stadium to
reinforce and complement Hyundai’s presence on players’ Mastercard will be able to use individual images of certain
shirts. women's team players. Mastercard will also benefit from
visibility in the stadium and on social media, and from
At the end of the 2019/20 season, the sponsorship agree-
hospitality services.
ment was not renewed.
At the end of the 2019/20 season, the two parties signed an
amendment granting additional rights to Mastercard. The
Mastercard logo now appears on the front of the women’s
team shirts.
2
SPONSORSHIP AGREEMENT WITH MDA SPONSORSHIP AGREEMENT WITH SWORD
Olympique Lyonnais and MDA renewed the sponsorship On 12 July 2018, Olympique Lyonnais signed a sponsorship 3
agreements in place since 2009 for an additional three agreement with Sword SA for three seasons (2018/19 to
seasons (2015/16 to 2017/18), with a clause allowing either 2020/21). The Sword SA brand will be visible in the right
party to exit at the end of each football season. MDA’s breast pocket position of the women’s first team shirts 4
logo was visible above the Club's emblem on players' during French Division 1 home and away matches, and
shirts during French Ligue 1 home and away matches. will also appear on their shirt front during Champions
MDA also benefited from additional visibility, including League matches. The agreement provides for visibility 5
a presence on the young team’s shirts, as well as other in the stadium and on various media to complement the
rights and benefits granted by the Club. On 25 July 2018, shirt display.
a new sponsorship agreement was signed for the 2018/19 6
For the 2020/21 season, the terms and conditions for
season. Under the terms of this agreement, in addition to execution of the agreement were amended, particularly
benefiting from services similar to the previous contract, to take the health crisis into account. 7
MDA’s logo was visible above the Club's emblem on
players' shirts during French Ligue 1 home and away
matches. MDA and Olympique Lyonnais renewed their
8
agreements for the 2019/20 season under the same terms SPONSORSHIP AGREEMENT WITH TEDDY SMITH
and conditions that applied in previous years.
At the end of the 2019/20 season, the sponsorship agree- On 26 July 2019, Olympique Lyonnais and Teddy Smith 9
ment was not renewed under the same terms and condi- signed a sponsorship agreement for two seasons (2019/20
tions. to 2020/21).
The Teddy Smith brand will appear on the men's first team 10
shorts during French Ligue 1 matches. The agreement
also provides for visibility in the stadium and on social
SPONSORSHIP AGREEMENT WITH ORANGE FRANCE media to complement the shirt display, as well as for 11
hospitality services.
As a follow-up to previous contracts in effect since 2006,
Olympique Lyonnais and Orange signed a new agree- 12
ment on 25 March 2016, covering the period from 2015/16
to 2017/18. Orange enjoys Official Sponsor status, can SPONSORSHIP AGREEMENT
use the Club’s logos, and benefits from public relations 13
WITH VEOLIA ENVIRONNEMENT
and Club media visibility. The sponsorship agreement
was renewed on 27 July 2018 for four additional seasons After the initial two-year sponsorship agreements covering 14
(2018/19 to 2021/22), with similar services. the 2011/12 and 2012/13 seasons, Veolia Environnement
An amendment has been signed to renew the partnership and Olympique Lyonnais SASU signed new agreements for
for two seasons, i.e. until 30 June 2024. the periods 2013/14 to 2015/16 and 2016/17 to 2018/19. 15
The agreement was extended to include the OL women’s Veolia’s logo appeared on the front of OL players' shirts
team for two seasons, as from the 2020/21 season. during European play and Coupe de la Ligue matches. The
Veolia brand also benefited from public relations and Club 16
benefit from visibility in the stadium, on certain media and addition, during the 2020/21 and 2021/22 seasons, the
from hospitality services. company's logo will appear on the women's team shirts
20
during Champions League matches up to the round of 16.
The agreement also provides for visibility in the stadium
and on social media to complement the shirt sponsorship
21
arrangement, as well as for hospitality services.
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 181
20. PRINCIPAL CONTRACTS
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
adidas ● ● ● ● ● ● ● ● ● ●
Groupe Adéquat ● ●
Alila Promotion ● ● ● ● ●
April ● ● ● ● ●
Deliveroo ● ● ●
D2L Group ● ●
EM2C ● ●
Emirates ● ● ● ● ● ●
FDJ ● ● ● ● ●
Groupama ● ● ● ● ● ● ●
Hyundai ● ● ● ● ●
Intermarché ● ● ● ● ● ● ●
Keolis ● ● ● ●
Leroy Merlin ● ● ●
Mastercard ● ● ●
MDA ● ● ● ● ●
Orange ● ● ● ● ● ● ● ● ●
Stal TP ● ● ● ●
Sword SA ● ● ● ●
Teddy Smith ● ●
Veolia ● ● ● ● ● ● ●
Vicat ● ● ● ● ● ● ● ● ●
In addition to the above-mentioned agreements, discussions are under way to conclude new sponsorships or to extend
existing ones with Alila, FDJ and BYmyCAR.
TO THE PUBLIC 3
4
Copies of this Universal Registration Document may be
obtained at the head office of the Company, on its website
(www.ol.fr) and on the website of the Autorité des Marchés 5
Financiers (www.amf-france.org).
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 183
184 UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20
22. CROSS-REFERENCE INDICES 1
2 – Environmental information
Indications about the financial risks related to the effects of climate change and measures taken to reduce them
3.4 16 13
(Article L225-100-1 of the French Commercial Code)
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 185
22. CROSS-REFERENCE INDICES
4 – Other information
List of current branches (Article L232-1 of the French Commercial Code) 6.2 48
Amount of non-tax-deductible expenses (Article 39.4 of the French Tax Code) 7.1.1 52
Results of the last five financial years (Article R225-102 of the French Commercial Code) 18.10 169
Information on loans granted to other companies (Article L511-6 of the Monetary and Financial Code) NA
Information on stock option plans and on the allocation of bonus shares reserved for employees and managers (Articles L225-180 II,
13.1.1, 15.4 75, 98
L225-184, L225-197-4 and L225-197-5 of the French Commercial Code)
Calculation and results of adjusting the conversion basis and the terms and conditions for subscribing to or exercising securities giving
19.1.3 173
access to the capital or stock options (Article R228-91 of the French Commercial Code)
Injunctions and monetary penalties for anti-competitive practices imposed by the competition authorities
NA
(Article L464-2 of the French Commercial Code)
2
22.2 CROSS-REFERENCE TO THE BOARD OF DIRECTORS’
REPORT ON CORPORATE GOVERNANCE
3
URD Chapter Page
1. Information on remuneration 4
(Articles L225-37-2 and L225-37-3 of the French Commercial Code)
Draft resolutions related to remuneration of executive corporate officers (prior vote) 13.1.2 76
Remuneration and benefits of any kind paid to each corporate officer during the financial year 13 73 et seq.
5
Fixed, variable and exceptional components of this remuneration and these benefits, as well as their calculation criteria 13 73 et seq.
Commitments of any kind made to corporate officers NA
Ratio of executive remuneration to the average of the Company's full-time employee remuneration, and the trend of this ratio over at least
13.1.2 76
the past five financial years 6
Ratio of executive remuneration to the median of the Company's full-time employee remuneration and corporate officer remuneration, and
13.1.2 76
the trend of this ratio over at least the past five financial years
7
2. Information on governance
(Article L225-37-4 of the French Commercial Code)
List of appointments and functions held in all companies by each corporate officer during the financial year 14.4 82 et seq.
8
17.2 107
Regulated agreements and transactions with related parties
18.3, Note 10.1 143
Summary table of currently valid delegations granted by shareholders in their General Meeting to the Board of Directors
19.1.4 174
with regard to capital increases, and use of these delegations during the financial year 9
Composition of the Board of Directors 14.4.1 81
Preparation and organisation of the work of the Board of Directors 14.4.1 91
Application of the principle of balanced gender representation on the Board of Directors 14.4.1 81 10
Limitations of the powers of the Chief Executive Officer 14.4.1 92-93
Reference to a corporate governance code 14.4.1 79
Specific procedures related to shareholder participation in General Meetings 19.2.5 176
11
Description of the procedure for evaluating ordinary agreements and their implementation 14.4.1 92
17
18
19
20
21
22
UNIVERSAL REGISTRATION DOCUMENT - OL GROUPE 19/20 187
22. CROSS-REFERENCE INDICES