2023
Universal Registration Document
This is a translation into English of the Universal Registration Document of the Company issued in French and it is available at jacquetmetals.com
A major player in the distribution of special metals
Table of contents
A message from the Chairman | 04 | |||
A major player in the distribution of special metals | 05 | |||
1 Overview of the Group | 06 | |||
1 | History of the Group | 07 | ||
2 | Information on the Group's business * | 09 | ||
3 | Other information * | 15 | ||
4 | Organizational chart * | 18 | ||
2 Corporate governance * | 19 | |||
1 | Corporate governance principles and framework | 20 | ||
2 | Administrative and management bodies | 20 | ||
3 | Compensation paid to corporate officers | 34 | ||
4 | Additional information on corporate governance | 44 | ||
3 Risk management * | 51 | |||
1 | Risk assessment | 52 | ||
2 | Main risk factors | 52 | ||
3 | Insurance and risk coverage | 63 | ||
4 | Internal control and risk management | 63 | ||
4 Corporate Social Responsibility ("CSR") * | 69 | |||
nfs | ||||
1 | CSR approach | 70 | ||
2 | Environmental responsibility | 74 | ||
3 | Societal responsibility | 78 | ||
4 | Ethics and compliance | 81 | ||
5 | Application of the European Taxonomy to Group activities | 82 | ||
6 | Independent third party's report on consolidated non-financial statement | 87 | ||
5 2023 Results - Group * | 91 | |||
1 | Group's activity report | 92 | ||
2 | Consolidated financial statements | 102 | ||
3 | Statutory auditors' report on the consolidated financial statements | 145 | ||
6 2023 Results - JACQUET METALS SA * | 151 | |||
1 | JACQUET METALS SA activity report | 152 | ||
2 | JACQUET METALS SA financial statements | 156 | ||
3 | Statutory auditors' report on the financial statements | 171 | ||
7 Shareholders and Company information | 176 | |||
1 | Information about the Company and main information about the bylaws * | 177 | ||
2 | Information on capital * | 180 | ||
3 | Operations on securities * | 182 | ||
4 | Stock market information and dividends * | 186 | ||
5 | Financial communication schedule | 187 | ||
6 | Person responsible for financial reporting and investor relations | 187 | ||
8 Other information | 188 | |||
1 | Statement by the person responsible for the Universal Registration Document | 189 | ||
2 | including the annual financial report * | 190 | ||
Publicly accessible documents | ||||
3 | Descriptive information - ESEF | 190 | ||
Appendices | 191 | |||
1 | Universal Registration Document cross-reference table | 192 | ||
2 | Annual financial report cross-reference table | 194 | ||
3 | Management report cross-reference table | 194 |
Detailed section contents can be found at the beginning of each section.
* This information forms an integral part of the annual financial report as provided in the article L. 451-1-2 of the French Monetary and Financial Code.
A message from the Chairman
The good 2023 performance highlights JACQUET METALS' ability to adapt to changes in the economic environment.
In an environment characterized by low demand and a decline in prices, corresponding to a slowdown in industrial activities in all our markets, notably in Germany, the Group posted full-year sales of €2.2 billion, EBITDA of €134 million and operating cash flow of €210 million.
We pursued our development strategy based on geographic expansion and the complementary of our special metals.
The Group invested €102 million, mainly dedicated to increasing existing distribution center capacities and pursuing external growth operations.
As a result, the JACQUET division consolidated its network in North America and Germany, STAPPERT set up operations in Italy and IMS group strengthened its positions in Central and Eastern Europe.
Together, these operations generated full-year sales of around €150 million in 2023.
In 2024, amid a highly uncertain environment, JACQUET METALS will focus on managing its working capital and costs while continuing to implement its capital expenditure and development policy backed by its strong financial position.
2024 will also be dedicated to improving the Group's positionning on societal and environmental areas. In this respect, I will shortly be proposing the creation of a CSR Committee within the Board of Directors. The challenges are important and this will also be an opportunity for JACQUET METALS to further strengthen its image among employees, customers and suppliers.
Éric Jacquet
Chairman & Chief Executive Officer
4
A major player in the distribution of special metals
North America 7% Other 2%
Other Europe 23%
Spain 7%
Sales
€2.2bn
EBITDA
€134m
Operating cash flow
€210m
CAPEX
and external growth
€102m
Shareholders' equity
€681m
Gearing
31%
Germany 37%
France 10%
The Netherlands 7% Italy 7%
3,339
employees
27
countries
Europe. Asia and North America
123
distribution centers
75%
of metals supplied
by the Group come from
the recycling industry
Carbon footprint
Upstream activities 97.8% | Group Activities 1.2% | Downstream activities 1% |
percentage of total
greenhouse gas emissions
5
1 Overview of the Group
1 | History of the Group | 7 | |
2 | Information on the Group's business * | 9 | |
3 | Other information * | 15 | |
3.1 | IT systems | 15 | |
3.2 | Digital transformation | 15 | |
3.3 | Developments | 16 | |
3.4 | Capital expenditure policy | 16 | |
3.5 | Infrastructure | 17 | |
4 | Organizational chart * | 18 |
* This information forms an integral part of the annual financial report as provided in the article L. 451-1-2 of the French Monetary and Financial Code.
1 | History of the Group | 1962 - 2010 |
JACQUET METALS
1962
Foundation of Établissements JACQUET, a company specializing in custom metal cutting, by Michel Jacquet in Lyon.
1994
Éric Jacquet becomes the majority shareholder.
Éric Jacquet founds
JACQUET INDUSTRIES, which controls 100% of the Group.
1997
JACQUET INDUSTRIES is listed on the Paris Stock Exchange.
1991 - 2006
The Group expands into Europe (The Netherlands, Poland, UK, Italy and Finland)
2006
JACQUET INDUSTRIES becomes JACQUET METALS.
2006 - 2010
JACQUET establishes its first operations in Asia (Shanghai, China) and the USA (Philadelphia, Houston, Chicago and Los Angeles).
2008 -2009
Éric Jacquet and JACQUET METALS acquire a 33.19% stake in IMS.
IMS
1977
Foundation of
"International Metal Service", which includes the Creusot-Loire steel manufacturer's " commercial companies".
1983
Usinor acquires full control of IMS.
1987
IMS is listed on the Paris Stock Exchange.
1996 - 2002
IMS group expands into Europe (Poland, Italy, Spain, France).
2004
Arcelor sells its interest
and the Chequers Capital Fund acquires control of IMS.
2005
Acquisitions in Central Europe (Hungary, Czech Republic and Slovakia).
2006
Acquisition of Hoselmann (Germany); Chequers Capital sells its interest: market placement of the IMS shares.
2007
Acquisition of the Cotubelgroup.
2008
Sale of the Astralloy subsidiary in the USA.
2010
JACQUET METALS launches a public exchange offer (PEO) for IMS (including the IMS group, Stappert and Abraservice businesses).
Merger by absorption between JACQUET METALS and IMS. IMS becomes Jacquet Metal Service.
1 Overview of the Group | 7 |
2011 - 2024
JACQUET METALS
2011 - 2012
Disposal of IMS France's aluminum and non-ferrous metals businesses
and of Euralliage (France), Produr (France), Venturi (Italy) and Breccia Acciai (Italy).
2013 - 2014
Acquisition of Finkenholl (Germany) by the IMS group division.
Acquisition of Rolark (Canada) by the JACQUET division.
2015 - 2017
Acquisition and integration of Schmolz+Bickenbach Distribution
(Germany, The Netherlands, Belgium and Austria) by the IMS group division.
2018
Sale of IMS TecPro (Germany) and Calibracier (France).
2019
Sale of the Abraservice group specializing in the distribution of wear-resistant steels
(located in 11 countries with 10 distribution centers).
2020
Jacquet Metal Service becomes JACQUET METALS.
2022
Acquisition of Fidelity PAC Metals (Canada) by the JACQUET division.
2023
Acquisition of DELTA ACCIAI (Italy) by the STAPPERT division.
Acquisition of COMETAL Metallhalbzeuge (Germany) by the IMS group division.
Acquisition of 11 distribution centers (Czech Republic, Poland, Slovakia,
Hungary, Lithuania, Estonia and Latvia) by the IMS group division.
Acquisition of SISO (France) by the IMS group division.
2024
Acquisition of Commerciale Fond (Italy) by the IMS group division.
1 Overview of the Group | 8 |
2 Information on the Group's business
The market and competitive positioning | The business |
In 2023, the global steel market amounted to around
1.85 billion tons, of which specialty steels accounted for around 8%.
JACQUET METALS is a major player in the distribution of special metals.
Unlike most of the competitors in the Group's markets, which have a significant regional or national presence, the Group's divisions operate on a European scale (and even a global scale for the JACQUET division).
Sources regarding the Group's competitive positioning stem from in-house knowledge of the individual markets of the 80 operating subsidiaries located across 27 countries and of the Group's position as largest buyer among a considerable number of suppliers.
As the special metals market covers a large number of product niches, geopolitical situations and types of distribution role, there is no quantified exhaustive information of an official nature available.
Specialty steels have chemical and mechanical properties suited to environments such as corrosion and changes in temperature and pressure and engineering specifications. Delivery times are longer than for general usage steels and generally range from 2 to 12 months.
The Group's main business activity consists in purchasing specialty steels in large quantities from producers, storing them and serving a very broad industrial customer base (60,000 active customers in 60 countries) within very short deadlines (below 1 week).
JACQUET METALS provides the following value-added between the producer and the end-customer:
- a wide range of products stored and delivered within short timeframes (order books rarely exceed a few weeks);
- security of supply and product traceability;
-
managing requirements on a just-in-time basis
(customized inventory, defined supply strategies); - competitive sale prices;
- managing price fluctuations on the customer's behalf;
- cutting and finishing services.
In addition to selling its standard product range, the Group also offers a range of customized initial processing operations designed to meet end-user specifications. These services, which are performed at the Group's distribution centers, vary according to the products sold but usually involve light cutting, straight- ening and bending, folding or drilling operations. They provide a major commercial advantage, which enables the Group to increase customer loyalty by positioning itself as a single contact point, thereby avoiding the use of a sub-contractor.
The Group buys large quantities of steel from specialty steel producers: 20 suppliers account for around 50% of Group purchases with lead times ranging from 2 to 12 months, and sells them to a fragmented customer base: 60,000 active customers, average invoice less than €3,000.
1 Overview of the Group | 9 |
Business model
The Group's business model is also explained in §1.4 of the 4-CorporateSocial Responsibility.
Suppliers | → | JACQUET METALS | → | Customers |
- 20 suppliers: | - Purchase prices | - 60,000 customers | ||
50% of purchases | - Storage of special metals | - Average invoice: < €3,000 | ||
- Delivery time: | - Managing price fluctuations | - Delivery time: ± 1 week | ||
2 to 12 months | - Finishing services |
Purchases
Purchasing terms and conditions are negotiated between the main specialty steel producers' management teams and the JACQUET METALS SA managers, working together with the division managers.
By aggregating the volumes for each division, JACQUET METALS provides producers with greater visibility on their business volumes and on the organization of their production schedule. The Group benefits from optimal purchasing terms and conditions in return. The " framework terms and conditions " obtained in this way are passed on to the subsidiaries involved, which place their orders with the producers directly.
The Group is not dependent on a specific supplier and only uses sub-contractors on an occasional basis. A given supplier is only in a position to provide a limited number of stock items. In the case of so-called specialty products distributed on niche markets, the number of suppliers is also limited.
For certain niche products, the Group purchases its supplies primarily from producers with which it has a close relationship (VDM for nickel alloys, etc.). The Group also has exclusive agreements for some products and in certain countries.
Customers
Specialty steels are used for specific applications by a wide variety of industries. Larger end-users such as automotive manufacturers are supplied directly by producers.
Conversely, JACQUET METALS's core target market consists of a local network of small businesses operating in a wide variety of industrial sectors.
The Group supplies over 60,000 active customers operating in around 100 countries, while its commercial relationships are based on a large quantity of small orders (less than €3,000 on average). Accordingly, the Group is not dependent on any specific customer. Customers place their orders directly with the Group companies, with no call for tender process. Every customer order is invoiced once the products have been dispatched. Over 90% of sales are insured by various credit insurance companies.
The commercial relationships are recurring and involve a large quantity of small orders, which account for most of the Group's sales. The order book represents around one month's sales.
1 Overview of the Group | 10 |
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Disclaimer
Jacquet Metal SA published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 15:01:14 UTC.