registration document France Telecom 2009 - Orange.com

20 CONSOLIDATED
financial information concerning the issuer’s assets and liabilities, financial position and profits and losses
STATEMENTS
liquidator). Mr. Schmid is currently claiming reimbursement of
his legal costs before attempting to obtain from the German
Supreme Court, authorization to submit a personal petition
for review.
These decisions are consistent with France Telecom’s
position in this litigation.
■ In 2001, a dispute arose over the interpretation of a contract
for the sale and installation by the Danish company DPTG
of a fi ber optical transmission system, known as NSL, for
the State-owned Polish Post, Telegraph and Telephone, the
predecessor of TP S.A. The contract, signed in 1991 and for
which work was completed in 1994, provided for payment
of part of the contract price by allocating to DPTG 14.8%
of certain revenues produced by the NSL for fi fteen years
from the system’s installation, that is, from January 1994 to
January 2009.
In 1999 the parties came into disagreement regarding the
calculation of this revenue. Based on the view that a joint
venture existed under the terms of the contract, DPTG
initiated arbitration proceedings in 2001. In October 2008,
DPTG increased the amount of its claim for the period ending
in December 2007, to 840 million euros excluding interest. TP
S.A. challenges both the basis of the claim and the amounts
claimed by DPTG.
Between 2004 and 2007, the tribunal directed its attention
to assessing the revenues that were supposed to have been
shared. In 2008, the tribunal Chairman was removed from his
functions for lack of impartiality. Following the appointment
of a new Chairman and the scheduling of new procedural
dates, the tribunal decided to split the case into two “ time
periods ”. Hearings took place in January and April 2009
following which DPTG amended its claim to 370 million euros
in principal and up to 300 million in interest for the fi rst period
from 1994 to June 2004. A decision was expected at the end
of 2009 settling DPTG’s rights for the fi rst period. However,
on February 12, 2010, the tribunal issued a new procedural
order instructing TP S.A. to submit the fi nal quantifi cation of
its position by March 11, 2010.
■ In March 2009, the Arbitration Court of the International
Chamber of Commerce (ICC) issued an award in favor of
France Telecom, authorizing the company to acquire the
28.75% equity interest in Mobinil held by Orascom Telecom
for an amount of 4.01 billion Egyptian Pounds (507 million
euros). Mobinil holds 51% of ECMS, Egypt’s leading mobile
operator, which markets its services under the Mobinil brand.
ECMS is listed on the Cairo and Alexandria stock exchange.
Orascom Telecom directly owns a 20% stake in ECMS. The
arbitration award was not subject to any appeal within the
requisite legal timeframe and the District Court of Geneva, the
headquarters of the Arbitration Court, confi rmed in May 2009
that it was binding.
With a view to implementing the arbitration award, France
Telecom and Orascom Telecom submitted, in accordance
with the rules in force, the documents necessary to execute
the transfer of the Mobinil shares held by Orascom Telecom
to France Telecom. This fi le was registered on April 15,
2009 with the relevant authority, the Trading Committee
of the Cairo and Alexandria stock exchange, but was not
examined pending a tender offer by France Telecom on the
ECMS shares not held by Mobinil, approved by the Egyptian
Financial Supervisory Authority (EFSA).
On December 10, 2009, the EFSA authorized France
Telecom to launch a tender offer on the 49 million ECMS
shares not held by Mobinil for a price of 245 Egyptian Pounds
per share. However, this authorization was suspended by
the Cairo Administrative Court on January 13, 2010 at the
request of Orascom Telecom. The Court must now rule on
the substance of the case, namely as to whether the EFSA
authorization is to be annulled or not. The Court’s decision is
expected during the fi rst quarter of 2010.
■ In 2004, Suberdine, distributor of Orange offers in France
from 1995 to 2003, and some of its shareholders initiated
proceedings against Orange France before the Paris
Commercial Court. Suberdine claimed that Orange had
unlawfully terminated their business relationship and
attributed to Orange the responsibility for its bankruptcy,
which occurred at the end of 2003. Suberdine’s monetary
claims together with those of the shareholders amounted
to 778 million euros. In March 2006, the Paris Commercial
Court dismissed the shareholders’ claim but ordered
Orange to pay Suberdine 12 million euros. Both Suberdine
through its voluntary liquidator and Suberdine’s shareholders
appealed, while the court-appointed liquidator formally gave
notifi cation of the Court’s decision. On November 26, 2008,
the Paris Court of Appeals upheld the positions of Orange,
holding Suberdine’s appeal to be invalid and that of the
shareholders to be inadmissible and unfounded. As a result,
the court’s March 2006 judgement has been implemented.
On February 24, 2009, Suberdine fi led an appeal with the
Supreme Court.
■ In 2007, the minority shareholders of FTML, who hold 33%
of the share capital, fi led suit against France Telecom in the
Paris Commercial Court seeking payment of compensation
provisionally estimated at 97 million US dollars. They claim
that France Telecom imposed upon its Lebanese subsidiary
and against the latter’s interests the settlement agreement
of January 12, 2006 under which FTML and its majority
shareholder FTMI resolved their disputes with the Lebanese
government in connection with the BOT contract for a mobile
telephone network in Lebanon, thereby depriving the minority
shareholders of their share of the sum of 266 million US
dollars awarded to FTML and FTMI by the arbitration rulings
of January and April 2005. France Telecom believes that it has
at no time taken any action contrary to the best interests of its
subsidiary and it regards the claim as entirely unfounded. The
hearing before the tribunal is scheduled on March 16, 2010
and its decision is expected during the fi rst half of 2010.
Administrative litigation
■ In November 2000, the SNCF brought proceedings with the
Paris Administrative Court in which it claimed payment from
France Telecom of compensation set at 135 million euros
(excluding interest) for its use of SNCF railway infrastructure
between 1992 and the end of 1996. In addition, the SNCF
sought the appointment of an expert to calculate the amount
of variable compensation it considered owed to it in addition
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2009 REGISTRATION DOCUMENT / FRANCE TELECOM