Page 240 - 2012 Annual Report

240 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
III - CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2012
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 2 Major changes in the scope of consolidation
2.4. OTHER CHANGES IN THE SCOPE OF CONSOLIDATION
Acquisition by Canal+ Group 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).
Given Orange’s decision not to approve any transferee, the French
Competition Authority confirmed that Group Canal+ was required
to apply the second part of the injunction (injunction 2(b)), requiring
MultiThématiques to:
✱ dismiss the two members of Orange Cinema Series- OCS SNC’ Board
of Directors appointed by MultiThématiques and replace them with
independent representatives having no affiliation to Canal+ Group; and
✱ renounce certain rights provided in the shareholders’ agreement, in
particular those relating to:
– the transmission of information, notably regarding the company’s
performance;
– the clause which caps the expected costs of the acquisition and
production of programs in the annual budget;
– the non-compete clause; and
– the framework services contract between MultiThématiques and
Orange Cinema Series whereby certain group entities would have
provided support services to Orange Cinema Series.
On February 4, 2013, at the request of MultiThématiques and in order
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 by StudioCanal 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, which 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.
2.5. ACQUISITION OF VODAFONE’S 44% INTEREST IN SFR IN JUNE 2011
In accordance with the agreement entered into on April 3, 2011, Vivendi
acquired on June 16, 2011, a 44% interest in SFR from Vodafone for a total
amount of €7,950 million, which was paid entirely in cash. This transaction
valued the 44% interest in SFR at €7,750 million as of January 1, 2011,
to which was added a lump sum of €200 million related to the amount of
cash generated by SFR between January 1 and June 30, 2011, paid as an
interim dividend by SFR.
In accordance with IAS 27 revised standard, this transaction was
accounted for as a purchase of non-controlling interests and accordingly
the consideration paid was fully recognized as a deduction from equity.
The difference between the consideration paid and the carrying value of
non-controlling interests acquired as of June 16, 2011, i.e., a net amount
of €6,049 million, was recorded as a deduction from equity attributable to
Vivendi SA shareowners.
2.6. CHANGES IN THE GROUP’S ACTIVITIES
As publicly announced to shareholders on several occasions in 2012,
Vivendi’s Management Board and its Supervisory Board, have engaged
in a review of Vivendi’s strategic development marked by a desire
to strengthen its positions in media and content. Given the stage of
completion of this strategic review and considering the uncertainty of the
timing of potential disposals of certain telecom businesses, none of the
Group’s business segments met the criteria of IFRS 5 standard neither as
of December 31, 2012, nor as of February 18, 2013, the date of Vivendi’s
Management Board meeting that approved the Consolidated Financial
Statements for the year ended December 31, 2012.