registration document France Telecom 2009 - Orange.com

financial information concerning the issuer’s assets and liabilities, financial position and profits and losses
20
CONSOLIDATED STATEMENTS
(in millions of euros)
Total
Before end
of December
2010
Before end
of December
2011
Before end
of December
2012
Before end
of December
2013
Before end of
December
2014
As from
January
2015
Commitments to acquire
or subscribe to securities (1) 544 534 10 0 0 0 0
(1) When the range of maturities covers several periods, the commitment is classifi ed at the earliest maturity date. When the maturity is not fi xed, the commitment is classifi ed at the latest
maturity date. Mainly includes the unrecognized part of the commitment to acquire ECMS shares (Egypt).
Mobinil-ECMS (Egypt)
Pursuant to the decision rendered in March 2009 by the
Arbitration Court of the International Chamber of Commerce,
France Telecom obtained the right to purchase from Orascom
Telecom a 28.75% equity interest in Mobinil for 4.01 billion
Egyptian pounds, or 507 million euros, which is not included in
the commitments covered by that note (see Note 32, Litigation).
As this arbitral decision is enforceable, and even though it
has not yet been executed, France Telecom believes that it
renders ineffective the implementation of the clauses in the
Shareholders’ Agreement governing the relationships between
France Telecom and Orascom, which stipulate that:
■ in the event of a change of control of one of the parties, that
party shall have a put option over its shares and the other
party shall have a call option over the same shares; the
exercise price of the put options shall be equal to the market
value of the shares calculated on the basis of the ECMS share
price;
■ in the event of serious disagreement between the parties, and
in case the matter cannot be amicably resolved, the parties,
having acknowledged the deadlock, may enter into a bidding
process with a view to acquiring the other party’s shares.
On December 10, 2009, France Telecom launched a public
tender offer on the 49 million shares of ECMS not held by Mobinil
itself for the price of 245 Egyptian pounds per share, for a total
of 1,518 million euros, including 1,082 million euros recorded
in fi nancial liabilities and relating to the recognized indirect noncontrolling
interests (see Notes 3 and 22.2) and 436 million
euros relating to unrecognized contractual commitments.
Sub-Group Orange Austria (ex-One)
Upon their acquisition of the entire share capital of Orange
Austria (ex-One), the investment fund Mid Europa Partners and
France Telecom entered into a shareholders’ agreement which
contains clauses governing transfer of the shares. Under the
agreement, the parties undertake not to sell their holdings for a
period of four years as of the acquisition date (i.e. until October 2,
2011). France Telecom granted MEP a call option over its
shares in the company at their market price should France
Telecom make acquisitions giving rise to a confl ict of interest.
Upon expiration of the lock-up period, each shareholder has a
right of fi rst refusal over the shares of the other party should that
party decide to sell them. France Telecom also has a call option
over the shares owned by Mid Europa Partners upon expiration
of the lock-up period.
31.5 Commitments relating to
employees other than pensions
and other post-employment
benefits
Regarding individual training rights for employees of French
entities of the France Telecom Group, vested training rights
not yet used totaled approximately 6.9 million hours at
December 31, 2009.
In accordance with the accounting policies set out in Note 2, no
provisions were recognized relating to statutory training rights
in France Telecom’s fi nancial statements for the year ended
December 31, 2009.
20
31.6 Assets covered by commitments
The table below demonstrates the extent to which France Telecom has full rights of use over its assets at December 31, 2009.
(in millions of euros) December 31, 2009 December 31, 2008 December 31, 2007
Assets held under fi nance leases 704 602 573
Non-current pledged or mortgaged assets 1,805 1,261 1,553
Collateralized current assets 111 210 377
Securitized receivables 1,324 2,526 2,653
TOTAL 3,944 4,599 5,156
2009 REGISTRATION DOCUMENT / FRANCE TELECOM
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