Annual report 2008 - Altarea Cogedim

CONSOLIDATED FINANCIAL STATEMENTS
n ALTAREA SCA’s ownership structure
Ownership of ALTAREA’s shares and voting rights is as follows:
as a percentage 12/31/2008 12/31/2008 12/31/2007 12/31/2007
% share capital % voting rights % share capital % voting rights
Founding shareholders* 55.83 49.05 15.84 12.72
Altapar sas 0 0 55.85 51.49
Foncière des régions 12.04 10.57
Crédit Agricole Group 10.87 14.58 10.73 13.11
MS RESS fund** 6.8 11.94 8.72 13.94
ABP 5.77 5.06
Opus investment BV 0.82 0.72
Treasury shares 1.05 0 0.92 0
FCPE + free float 6.82 8.08 7.94 8.74
Total 100 100 100 100
* in their own name (or the name of relatives) or via legal entities (other than Altapar SAS) that they control.
The founding shareholders are Alain Taravella and Jacques Nicolet.
At 31 December 2007, Altapar was 73.7% owned by the founders, Alain Taravella and Jacques Nicolet, via Altafinance and
26.3% owned by Foncière des Régions.
n Related party transactions
The related parties are understood in this case to be the legal entities that are under common control with the Group.
These entities are SAPM SAS, Altapar SAS, 14 Rue des Saussaies and Matignon Toulon Grand Ciel SCI, as well as the
holding companies controlling the ALTAREA group. Following the restructuring of the ownership structure described in note
8 “Significant events”, there were three holding companies controlling the ALTAREA group, namely Altafinance 2, Alta
Patrimoine and JN Holding, which took over from Altafinance SAS and Altapar SAS (merged into ALTAREA SCA).
Transactions with these related parties relate to services provided by ALTAREA to related parties or vice versa or financing
transactions.
The services charged by the ALTAREA group to related parties on an arm’s length basis amounted to a total of €363 thousand
in 2008.
As part of the acquisition of Cogedim and until 26 May 2008, when Altafinance was merged with ALTAREA SCA after Altapar
was merged with Altafinance, Altapar provided Compagnie ALTAREA Habitation (CAH), a subsidiary of ALTAREA SCA, with
a loan of €245 million and charged CAH a first-demand guarantee fee of €1,434 thousand for guaranteeing the payment
of the future share of the acquisition cost of Cogedim shares. In the wake of the restructuring of ALTAREA SCA’s ownership
structure, ALTAREA acquired this debt in two stages from Natixis on 30 April 2008 and 19 June 2008. This acquisition was
funded partly by drawing on the Group’s capital and partly through the arrangement of intra-Group loans with the Altafinance
2 and JN Holding holding companies in respective amounts of €160 million and €10 million at 19 June 2008.
On 7 July 2008, the amount of €170 million due to shareholders shown on the balance sheet at 30 June 2008 was repaid
through offset of the same amount against the capital increase carried out by these two ALTAREA holding companies. These
loans accrued interest of respectively €484 thousand and €30 thousand.
Lastly, trade receivables and other accounts receivable from related parties in an amount of €287 thousand and trade
payables and other accounts payable to related parties amounting to €1,148 thousand appeared on the balance sheet at
31 December 2008.
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