Page 173 - 2012 Annual Report

173
VIVENDI l 2012 l Annual Report
FINANCIAL REPORT – CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE
CONSOLIDATED FINANCIAL STATEMENTS – STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS –
STATUTORY FINANCIAL STATEMENTS 4
4
I - 2012 FINANCIAL REPORT
SECTION 1 MAJOR EVENTS
1.1.5. New financings
For a detailed description of the new financings set up in 2012, please
refer to Section 5.4. For a detailed description of the maturities of the
bonds and bank credit facilities as of December 31, 2012, please refer
to Note 22 to the Consolidated Financial Statements for the year ended
December 31, 2012.
1.1.6. Acquisition of 4G spectrum by SFR
In January 2012, following calls for bids of the tender offer for 4G mobile
spectrum (very-high-speed Internet - LTE) carried out in 2011 and in
accordance with the announcement made by the “Autorité de Régulation
des Communications Electroniques et des Postes” or “Arcep” (the French
telecommunications regulatory body), SFR acquired two 5 MHz duplex
spectrum in the 800 MHz band for €1,065 million. As a reminder, in
October 2011, SFR acquired another 4G spectrum (the 2.6 GHz band) for a
total amount of €150 million.
1.1.7. Corporate officers
At a meeting held on June 28, 2012, the Supervisory Board terminated
Mr. Jean-Bernard Lévy’s term of office as Chairman of the Management
Board. On June 28, 2012, the Supervisory Board also terminated the terms
of office of the following Management Board members: Mr. Abdeslam
Ahizoune, Mr. Amos Genish, Mr. Lucian Grainge, and Mr. Bertrand
Méheut. It also appointed Mr. Jean-François Dubos as Chairman of the
Management Board.
The Management Board is currently composed of Mr. Jean-François Dubos
and Mr. Philippe Capron.
As a reminder, on March 26, 2012, Mr. Frank Esser resigned from his
offices as a member of Vivendi’s Management Board and as Chairman
and Chief Executive Officer (CEO) of SFR.
For a detailed description of the situation and compensation of the
corporate officers, please refer to Note 25 to the Consolidated Financial
Statements for the year ended December 31, 2012.
1.1.8. Other events in 2012
ACTIVISION BLIZZARD
LICENSE AGREEMENTS IN CHINA
On March 20, 2012, Blizzard Entertainment, a subsidiary of Activision
Blizzard, announced that they renewed their license with NetEase for
World of Warcraft in mainland China, adding an additional three years to
the current license agreement.
On July 3, 2012, Activision Blizzard and Tencent Holdings Limited, a
leading Internet services provider announced a strategic relationship to
bring the Call of Duty franchise to Chinese game players. Under the multi-
year agreement with Activision Publishing, Tencent holds the exclusive
license to operate Activision’s new Call of Duty game in mainland China.
STOCK REPURCHASE PROGRAMS
In 2012, Activision Blizzard repurchased its own common shares for
€241 million ($315 million), including €42 million ($54 million) pursuant to
the stock repurchase program of up to $1 billion authorized by Activision
Blizzard’s Board of Directors on February 2, 2012 and €199 million
($261 million) pursuant to the previous stock repurchase program. As
of December 31, 2012, Vivendi held a 61.5% non-diluted interest in
Activision Blizzard (compared to an approximate 60% interest as of
December 31, 2011).
DIVIDENDS
On May 16, 2012, Activision Blizzard paid to its shareholders a cash
dividend of $0.18 per common share, with respect to fiscal year 2011,
representing $123 million (€94 million) for Vivendi. Due to its strong
earnings and its cash and short term investments amounting to
approximately $4.4 billion at year-end 2012, Activision Blizzard declared
on February 7, 2013, a dividend of $0.19 per common share, to be paid in
cash on May 15, 2013.
In addition, as part of its earnings release announced on February 7, 2013,
the Board of Activision Blizzard is considering, or may consider during
2013, substantial stock repurchases, dividends, acquisitions, licensing or
other non-ordinary course transactions. These potential transactions could
be financed by debt.
CANAL+ GROUP
INQUIRY INTO COMPLIANCE WITH CERTAIN UNDERTAKINGS GIVEN
IN CONNECTION WITH THE MERGER OF CANALSATELLITE AND TPS
The French Competition Authority opened an inquiry into compliance with
certain undertakings given by Vivendi and Canal+ Group in connection with
the merger of TPS and CanalSatellite.
On September 20, 2011, the French Competition Authority rendered a
decision in which it established that Canal+ Group had not complied with
certain undertakings – some it considered essential – on which depended