Page 308 - 2012 Annual Report

308 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 26 Contractual obligations and other commitments
(g) In connection with the sale of real estate assets in June 2002 to Nexity, Vivendi granted two autonomous first demand guarantees, one for €40 million
and one for €110 million, to several subsidiaries of Nexity (Nexim 1 to 6). The guarantees are effective until June 30, 2017.
(h) After having sold the companies carrying credit lease commitments in relation to the Berlin buildings Lindencorso, Anthropolis and Dianapark
(the “Companies”), in November 2007, Vivendi continued to guarantee certain lease payment obligations. As a result of the early exercise by
the Companies of their call options on the buildings, Vivendi’s guarantees were terminated on October 5, 2012, for an amount of €277 million
as of December 31, 2011. In return, the counter-guarantee provided by the acquirors of the Companies to Vivendi (€200 million) was cancelled,
as well as the pledge over the cash of the divested companies to the benefit of Vivendi (€40 million as of December 31, 2011). Vivendi has retained
tax guarantees given at the time of the disposal of the Companies.
(i) On December 14, 2010, Vivendi, Deutsche Telekom, Mr. Solorz-Zak (Elektrim’s main shareholder) and Elektrim’s creditors, including the Polish State
and Elektrim’s bondholders, entered into various agreements to put an end to the litigation surrounding the share capital ownership of Polska Telefonia
Cyfrowa (PTC), a mobile telecommunication operator. With respect to these agreements, Vivendi notably entered into the following commitments:
– Vivendi granted to Deutsche Telekom a guarantee over Carcom that capped at €600 million and maturing in August 2013;
– Vivendi committed to compensate Elektrim SA (Elektrim) for the tax consequences of the transaction, with a cap at €20 million. This commitment
expired in July 2011 and the claims have been settled in June 2012;
– Vivendi committed to compensate Law Debenture Trust Company (LDTC) against any recourse for damages that could be brought against LDTC in
connection with the completed transaction, for an amount up to 18.4% for the first €125 million, 46% between €125 million and €288 million, and
50% thereafter; and
– Vivendi committed to compensate Elektrim’s administrator for the consequences of any action for damages that may be taken against it, in
connection with the decisions that were taken to end certain procedures.
(j) The Share Purchase Agreement dated as of October 2, 2006 between Tele2 Europe SA and SFR contains representations and warranties which expired
on January 20, 2009 and warranties relating to claims arising with respect to tax and social matters, which expired end of March 2012. On July 18,
2007, by way of implementation of the European Union antitrust regulation, the European Commission approved the purchase of the fixed and Internet
activities of Tele2 France by SFR, subject to commitments on the handling and distribution of audio-visual content for a five-year period. All these
commitments expired on July 18, 2012.
(k) Vivendi received guarantees in respect of the repayment of amounts paid in July 2007 (€71 million), in the event of a favourable decision of the Spanish
Courts concerning Xfera’s tax litigation seeking to cancel the 2001, 2002 and 2003 radio spectrum fees. These guarantees include a first demand bank
guarantee relating to 2001 fees for an amount of €57 million.
Several guarantees given in 2012 and during prior years in connection with asset acquisitions or disposals have expired. However, the time periods or
statute of limitations of certain guarantees relating, among other things, to employees, environment and tax liabilities, in consideration of share ownership,
or given in connection with the dissolution or winding-up of certain businesses are still in effect. To the best of Vivendi’s knowledge, no material claims
for indemnification against such liabilities have been made to date.
In addition, Vivendi regularly delivers, at the settlement of disputes and litigations, commitments for damages to third parties, which are typical in such
transactions.
26.5. SHAREHOLDERS’ AGREEMENTS
Under existing shareholders’ or investors’ agreements (primarily those
relating to Activision Blizzard, Maroc Telecom Group, Canal+ France,
as well as “nc+”), Vivendi holds certain rights (such as pre-emptive
rights, priority rights) which give it control over the capital structure
of consolidated companies partially owned by minority shareholders.
Conversely, Vivendi has granted similar rights to these other shareholders
in the event that it sells its interests to third parties.
In addition, pursuant to other shareholders’ agreements or the bylaws of
consolidated entities, equity affiliates or unconsolidated interests, Vivendi
and its subsidiaries have given or received certain rights (pre-emptive and
other rights) entitling them to maintain their shareholder’s rights.
Strategic agreements among Vivendi, Canal+ Group, Lagardère,
and Lagardère Holding TV
Pursuant to the Canal+ France strategic agreements entered into on
January 4, 2007, Lagardère was granted rights to maintain its economic
interest in Canal+ France, with varying rights according to the level of
its participation in Canal+ France. Under no circumstances will Lagardère
have any joint control of Canal+ France. The main provisions of these
strategic agreements are as follows:
✱ the Chairman and all the members of the Management Board
of Canal+ France are appointed by Canal+ Group. Lagardère is
represented by two members out of the ten members of the
Supervisory Board;