Page 328 - 2012 Annual Report

328 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
IV - VIVENDI SA 2012 STATUTORY FINANCIAL STATEMENTS
3. NOTES TO THE 2012 STATUTORY FINANCIAL STATEMENTS
Major Events in 2012
VALUE IN USE OF INVESTMENTS IN AFFILIATES
Vivendi SA adjusted the value of its stake in each of SFR and Groupe
Canal+ as follows:
✱ As of December 31, 2012, Vivendi examined the value of its interest
in SFR. At that date, the value in use of SFR’s telecommunication
activities in France was determined through the usual valuation
methods (in particular, the DCF method) for which Vivendi required
the assistance of an independent appraiser. The most recent cash
flow forecasts and financial assumptions, approved by Vivendi’s
Management, were used and were updated to take into account (i)
the expected impact of the new pricing policies established by SFR
during the second half of 2012 and in early 2013, due to a change
in the competitive environment, (ii) the decrease in the perpetual
growth rate assumption (0.50% at year-end 2012, compared to 1% at
year-end 2011) and (iii) the acceleration of investments in superfast
broadband. The value in use of the 51.9% stake in Maroc Telecom
held indirectly by SFR was determined on the basis of the change in
the market price of Maroc Telecom shares. As a result of this test,
Vivendi’s Management recorded an impairment loss on its interest in
SFR as of December 31, 2012 (please refer to Note 3, Net Financial
Income and Note 7, Long-term Investment).
✱ As of December 31, 2011, Vivendi’s Management concluded that
Groupe Canal+ value in use was below its carrying value, and
consequently, recorded an impairment loss of €350 million. As of
December 31, 2012, Groupe Canal+ value in use was determined
in the same manner as it was at year-end 2011, in particular for its
pay-TV activities in France, through the usual valuation methods (in
particular, the DCF method), using the most recent cash flow forecasts
approved by Vivendi’s Management, as well as financial assumptions
consistent with those made in previous years. As a result of this test,
primarily due to the expected impact of the increase in the VAT rate
from 7% to 10% (effective January 1, 2014 in Metropolitan France) on
the revenues of Canal+ France and, to a lesser extent, to the adverse
changes in the macro-economic and competitive environments since
the second half of 2012, Vivendi’s Management concluded that Groupe
Canal+ value in use was below its carrying value as of December 31,
2012, and consequently recorded an impairment loss (please refer to
Note 3, Net Financial Income and Note 7, Long-term Investment).
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
Meheut. 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. On March 26,
2012, Mr. Frank Esser resigned from his office as a member of Vivendi’s
Management Board.
On December 13, 2012, Vivendi’s Supervisory Board co-opted Mr. Vincent
Bolloré, Chairman and Chief Executive Officer of the Bolloré Group, as
a member of the Supervisory Board. This cooptation will be submitted
for ratification at the General Shareholders Meeting to be held
on April 30, 2013.
DIVIDEND PAID WITH RESPECT TO FISCAL YEAR 2011 AND GRANT
OF BONUS SHARES TO SHAREHOLDERS
At the Annual General Shareholders’ Meeting held on April 19,
2012, Vivendi’s shareholders approved the Management Board’s
recommendations in relation to the allocation of distributable earnings for
fiscal year 2011. As a result, the dividend payment was set at €1.00 per
share, representing an aggregate distribution of €1,245.3 million, which
was paid in cash on May 9, 2012.
On May 9, 2012, Vivendi SA granted to each shareholder one bonus share
for each 30 shares held. This transaction, realized by a €228.7 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.