Page 309 - 2012 Annual Report

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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
✱ Lagardère has certain veto rights over Canal+ France and, in certain
cases, over its major subsidiaries including in the event of a change
in the by-laws, a major permanent change in the business, its
transformation into a company in which the partners would have
unlimited liability, a single investment representing more than a third
of consolidated revenues, a tender offer for the company’s shares, in
certain circumstances the entry of a third party as a shareholder, and
certain other rights (including a tag-along right, an anti-dilution right,
and certain bidding rights in the event of the sale of Canal+ France)
intended to protect its economic interest. Vivendi has a pre-emptive
right in the event of a sale of Lagardère’s equity interest;
✱ between 2008 and 2014, Lagardère will have a liquidity right
exercisable between March 15 and April 15 of each calendar year,
provided, however, that Lagardère owns at least 10% but no more
than 20% of the share capital and voting rights of Canal+ France, (and
taking into account the fact that Lagardère did not exercise its right
to exercise its call option enabling it to own 34% of the capital of
Canal+ France). Pursuant to this liquidity right, Lagardère is entitled
to request a public offering of Canal+ France shares. Similarly, as in
2010 and 2011, on March, 26, 2012, Lagardère exercised its liquidity
right for 2012. On May 30, 2012, Lagardère confirmed the exercise of
its liquidity right. On June 27, 2012, Vivendi notified Lagardère of its
intention not to acquire its 20% interest at the proposed price. A new
Initial Public Offering (IPO) process was launched on July 12, 2012,
which has not been successful to date;
✱ the financing of Canal+ France has been structured through a
mechanism which includes shareholders’ loans and the delivery of
guarantees with respect to Canal+ France’s obligations. Pursuant
to this mechanism, Lagardère has the option to participate in such
financing and guarantee arrangements pro rata its level of ownership
in the share capital of the company.
Strategic partnership among Canal+ Group, ITI, and TVN
For a detailed description of the key liquidity rights under the strategic
partnership regarding pay-TV in Poland, please refer to Note 2.3.
In addition, in compliance with Article L.225-100-3 of the French
Commercial Code, it is stated that some rights and obligations of Vivendi
resulting from shareholders’ agreements (Maroc Telecom Group, and
Canal+ Cyfrowy) may be amended or terminated in the event of a change
in control of Vivendi or a tender offer being made for Vivendi. These
shareholders’ agreements are subject to confidentiality provisions.
As of December 31, 2012, the amount of the group’s assets that were
pledged or mortgaged for the benefit of third parties was €209 million
(compared to €203 million as of December 31, 2011). This amount primarily
includes GVT’s pledged assets with respect to judicial guarantees for
various litigations.
26.6. COLLATERALS AND PLEDGES
(in millions of euros) December 31, 2012 December 31, 2011
On intangible assets 8 12
On tangible assets 47 52
On financial assets 146 131
On cash 8 8
Total 209 203
Moreover, Vivendi does not hold any third-party guarantees in respect of
any of its receivables outstanding as of December 31, 2012 nor did it have
any as of December 31, 2011.