Page 174 - 2012 Annual Report

174 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
the decision authorizing, in 2006, the acquisition of TPS and CanalSatellite
by Vivendi and Canal+ Group. As a consequence, the French Competition
Authority withdrew the merger authorization, requiring Vivendi and Canal+
Group to re-notify the transaction to the French Competition Authority
within one month. Furthermore, the Authority ordered Canal+ Group to
pay a €30 million fine.
On December 21, 2012, the French Council of State rejected the Canal+
Group and Vivendi motions requesting the annulment of the decisions of
September 20, 2011 and July 23, 2012, and decreased the fine imposed
on Canal+ Group from €30 million to €27 million. Pursuant to the July 23,
2012 decision, the merger was again authorized, subject to compliance
with 33 injunctions.
Please refer to Note 26 and 27 to the Consolidated Financial Statements
for the year ended December 31, 2012.
ACQUISITION OF A NON-CONTROLLING INTEREST IN ORANGE
CINEMA SERIES
On April 12, 2012, MultiThématiques, a subsidiary of Canal+ Group, and
Orange Cinema Series entered into a partnership via a joint company,
Orange Cinema Series - OCS SNC, in which MultiThématiques acquired
an approximate 33% interest and to which Orange Cinema Series
contributed the publishing and broadcasting operations of its pay cinema
channels. Since April 5, 2012, Canal+ Distribution has been distributing
the channels of the Orange Cinema Series’ package through CanalSat. On
July 23, 2012, as part of the decision authorizing the merger of TPS group
and CanalSatellite, the French Competition Authority required that Canal+
Group sell its non-controlling interest in Orange Cinema Series - OCS
SNC or, upon failure to sell such interest, to relinquish certain of its rights
contained in the shareholders’ agreement between MultiThématiques
and Orange Cinema Series (please refer to Note 27 to the Consolidated
Financial Statements for the year ended December 31, 2012).
On February 4, 2013, at the request of MultiThématiques and to comply
with the injunction 2(b) ordered by the French Competition Authority on
July 23, 2012, the members of Orange Cinema Series - OCS SNC’ Board
of Directors resigned from their positions. As a result, MultiThématiques
appointed, by letter with an effective date of February 4, 2013, two
independent representatives with no affiliation to MultiThématiques
within the Board of Directors of Orange Cinema Series – OCS SNC.
ACQUISITION OF A 100% INTEREST IN HOYTS DISTRIBUTION
On July 17, 2012, StudioCanal announced the acquisition of a 100%
interest in Hoyts Distribution, a company specializing in the distribution of
feature films in Australia and New Zealand. The company has been fully
consolidated since that date.
CREATION OF NUMERGY BY SFR
On September 5, 2012, SFR, Bull, and Caisse des Dépôts et Consignations
announced the creation of Numergy, a company offering cloud computing
services to all economic players. As of December 31, 2012, SFR held a
47% interest in Numergy and is accounted for under the equity method.
As of December 31, 2012, SFR subscribed to the capital increase of this
new company for €105 million, of which €26 million had been released.
DISTRIBUTIONS TO SHAREHOLDERS OF VIVENDI SA AND
ITS SUBSIDIARIES
DIVIDEND PAID BY VIVENDI SA WITH RESPECT TO FISCAL YEAR 2011
On May 9, 2012, Vivendi SA paid to its shareholders a cash dividend of €1
per share with respect to fiscal year 2011, representing a total distribution
of €1,245 million.
BONUS SHARES GRANTED TO VIVENDI SA SHAREHOLDERS
On May 9, 2012, Vivendi SA granted to each shareholders one bonus
share for each 30 shares held. This transaction, realized by a €229 million
withdrawal from additional paid-in capital, resulted in the issuance of
41.6 million new shares with a nominal value of €5.5 each and entitlement
as from January 1, 2012.
DIVIDENDS DISTRIBUTED BY MAROC TELECOM GROUP
On May 31, 2012, Maroc Telecom Group paid to its shareholders a cash
dividend of MAD 9.26 per common share with respect to fiscal year 2011,
representing MAD 4.3 billion (€391 million) for Vivendi.
The Supervisory Board of Maroc Telecom Group will propose at the Annual
Shareholders’ Meeting, to be held on April 24, 2013, the payment of an
ordinary dividend of MAD 7.4 per share, which corresponds to 100% of
distributable earnings with respect to fiscal year 2012. This dividend will
be paid in cash on May 31, 2013.