The Société Anonyme Monégasque des Thermes Marins Monte-Carlo will hold an Extraordinary General Meeting of shareholders on September 29, 2026, following the loss of more than half of its share capital. Shareholders will be asked to decide whether the company should continue operating and to approve a proposed capital restructuring…
According to a notice published in the Journal de Monaco on September 11, shareholders must first vote on whether to maintain the company’s operations despite the deterioration of its shareholders’ equity. This decision is required under Article 20 of the company’s articles of association when accumulated losses exceed half of its share capital, which currently stands at €2 million.
The agenda also includes a reduction in share capital, followed by a capital increase and the corresponding amendments to the company’s articles of association.
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This sequence of transactions is generally designed to absorb accumulated losses before injecting new funds into the company. The aim is to clean up its balance sheet, restore its shareholders’ equity and place the business on a more sustainable financial footing.
The official notice does not disclose the proposed amount of the capital reduction, the size of the subsequent increase or the terms under which the new shares would be subscribed. These details are expected to be presented to shareholders at the meeting.
The move follows several loss-making years for the company. Monte-Carlo Société des Bains de Mer’s 2025/2026 Universal Registration Document shows that Thermes Marins Monte-Carlo generated revenue of €9.5 million, slightly above the €9.4 million recorded in the previous financial year.
Despite this modest increase in revenue, the company reported an operating loss of €2 million, compared with a €1 million loss a year earlier. Its net loss also reached €2 million for the financial year ending March 31, 2026.
The previous year’s accounts had already revealed negative shareholders’ equity, leading the parent company to recognise a provision. The additional loss recorded in 2025/2026 therefore explains why shareholders must now formally consider both the continuation of the business and the restructuring of its capital.
However, the financial position of this individual subsidiary should not be confused with that of the wider Monte-Carlo Société des Bains de Mer group. SBM owns 98 percent of Thermes Marins Monte-Carlo and fully consolidates the company in its financial statements.
At group level, Monte-Carlo SBM delivered record results for the 2025/2026 financial year, reporting revenue of €861.6 million, net profit of €112.9 million and a positive net cash position of €158.8 million.
The Extraordinary General Meeting should therefore not, in itself, be interpreted as an announcement that Thermes Marins Monte-Carlo is closing or ceasing operations. On the contrary, the proposed resolutions indicate an intention to maintain the business while repairing its balance sheet and strengthening its financial foundations.
An Ordinary General Meeting will take place at 15:00 on the same day to review and approve the accounts for the year ending March 31, 2026. The Extraordinary General Meeting will follow at 16:00 at the company’s registered office at Piscine des Terrasses, 2 avenue de Monte-Carlo.
Image: Thermes Marins
