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ORPEA has filed its 2021 Universal Registration Document with the French Autorité des Marchés Financiers. This document includes the annual financial report, management report, individual accounts, consolidated financial statements, corporate governance report, and statutory auditors' reports. It offers insights into the Group's current situation and outlook, influenced by recent events. The document is available to the public both on the AMF and ORPEA's websites. An English version is expected in July 2022. Upcoming financial schedules are also highlighted, detailing key dates for revenue announcements.
The Board of Directors of ORPEA has decided on the financial terms following the termination of CEO Yves Le Masne. For 2021, his annual variable compensation totals €563,666.67, pending shareholder approval, which the board recommends rejecting. Le Masne forfeits his rights to performance shares from 2019-2021 and will not receive severance pay. The 2022 compensation policy will provide only a prorated fixed salary until January 30, 2022. ORPEA is a global leader in dependency care services, listed on Euronext Paris (ORP).
ORPEA has completed the necessary conditions for its financing agreements and has drawn down €250 million following the protocol announced on June 13, 2022. The drawn funds will be utilized for various corporate purposes, including debt service and capital expenditures. The company continues to execute the financing agreement as planned and will keep the market informed about the next steps in compliance with regulatory obligations. ORPEA is a leader in dependency care and is listed on Euronext Paris.
ORPEA has successfully concluded a conciliation protocol with its banking partners, finalizing financing arrangements as per the agreement signed on May 12, 2022. The Nanterre Commercial Court approved this protocol on June 10, 2022. The new financing facilities will be incrementally available until December 31, 2022, initiating with a drawdown of €250 million. This financing will support ORPEA's operations, ensuring timely debt repayments and necessary investments, beneficial for its 255,000 residents and over 71,000 employees.
ORPEA, based in France, has acknowledged the concerns raised by the Investor Initiative for Responsible Care in a letter dated June 8, 2022. The company is committed to restoring confidence and addressing criticisms through initiatives like the 'Etats Généraux du Grand Age' days held on May 13 in their facilities. This event aims to foster open dialogue and gather feedback from stakeholders, with plans for a follow-up report and concrete proposals. ORPEA emphasizes the importance of constructive communication with its stakeholders as it navigates the challenges ahead.
ORPEA has released the final conclusions of audits by Grant Thornton and Alvarez & Marsal in response to allegations regarding the misuse of public funds and business relations with officials. The audits found no evidence of significant misconduct, although issues related to unreported discounts and questionable practices were identified. The company has since implemented remedial measures and is pursuing legal actions against implicated individuals. CEO Philippe Charrier emphasized transparency and commitment to restructuring, with new CEO Laurent Guillot set to lead these efforts from July 1.
ORPEA, a leader in dependency care, addressed public concerns regarding fraudulent activities previously reported to the Nanterre prosecutor's office. The company filed a criminal complaint on May 2, 2022, alleging it and its subsidiaries may have been victims of fraud. Currently, ORPEA has not identified any significant negative impact on its cash flow or real estate assets due to these activities. The company is committed to recovering any lost funds and has enhanced its internal controls. ORPEA will keep the market updated on the progress of its criminal complaint.
ORPEA has reached an agreement in principle with its core banking partners, securing financing amidst a significant crisis affecting its reputation for elderly care in France. The deal includes a new €1.733bn financing plan with €600m new funding and €233m for existing debt repayment. Revenue for 2021 was €4,299m, a 9.6% increase, but net profit fell 59.3% to €65m, largely due to provisions for liabilities. The company plans to dispose of over €3bn in assets by 2025 and will not propose a dividend for 2021 due to financial pressures.
ORPEA announced the appointment of Laurent Guillot as CEO starting from July 1, 2022. His compensation includes a fixed annual salary of €760,000, which may be prorated for 2022. Additionally, he may earn a variable compensation equivalent to 100% of the fixed salary if performance objectives are met. A long-term incentive plan could also grant him shares worth 160% of his fixed salary. Severance payment terms were defined, allowing for up to twice his annual compensation under certain conditions. Approval for these compensation plans is required at the 2022 General Shareholders' Meeting.
ORPEA has appointed Laurent Guillot as the new CEO, effective July 1st, to spearhead the transformation of the company. His appointment will be proposed at the General Meeting on July 28th. The Board plans to add three new directors and is considering transforming ORPEA into a "mission-driven enterprise." An independent investigation into previous allegations is ongoing, showing no systemic issues but identifying failures needing correction. Initial measures have been implemented, including a family listening unit and improved labor relations.
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