Annual report 2008 - Altarea Cogedim

Individual company financial statements
58
NOTES TO THE INDIVIDUAL COMPANY FINANCIAL
STATEMENTS
In accordance with Articles L.123-13 to L.123-21 and R.123-195
to R.123-198 of the French Commercial Code, Decree no. 83-1020
of 29 November 1983 and CRC regulation 99-03 approved by the
decree of 22 June 1999.
This section contains the notes to the balance sheet and
income statement for ALTAREA SCA, with figures at
31 December 2008 (in euros):
– Total assets €1,534,951,894
– Revenues €34,553,327
– Profit €83,688,622
ALTAREA SCA is the parent company that acts as the
company consolidating the ALTAREA group. Consolidated
financial statements have been prepared for the financial
year ended 31 December 2008.
ALTAREA SCA has been listed since 2004 in compartment
A of the Paris Stock Exchange on Eurolist, the regulated
market of Euronext Paris SA. Effective 1 January 2005, the
Company elected to adopt SIIC status.
3-1 Key events of the financial year
• Adjustments for the new SIIC 4 tax regulations
Pursuant to the regulations laid down in the amended finance
act of 2006 commonly known as SIIC 4, no shareholder
other than a SIIC may control with effect from 1 January
2009 more than 60% of the Company’s share capital and
voting rights, either alone or acting in concert.
– On 26 May 2008, the part of the Combined General
Meeting held in extraordinary session approved the
agreement for the merger of Altafinance into ALTAREA,
subject to the condition precedent of the merger of
Altapar into Altafinance. Pursuant to these transactions,
the agreement to act in concert with the shareholders of
Foncière de Régions was terminated, thereby enabling
ALTAREA to continue to enjoy SIIC status.
– The merger of Altafinance into ALTAREA resulted in the
net issuance of 35,000 shares, representing an increase
in the share capital of €535 thousand and a merger
premium of €5,370 thousand. This transaction was
presented in an offer document filed with the Autorité des
Marchés Financiers and approved with visa no. 08-0052.
• Increase in capital through the issuance of share
subscription warrants and arrival of a new shareholder:
– The Company carried out a stock grant based on a ratio of
one warrant per share, with 7 warrants entitling holders to
subscribe 2 new shares for €170, followed by a private
placement. In sum, 2,203,044 shares were issued for
settlement/delivery on 8 July 2008 resulting from exercise
of the warrants. The transaction gave rise to an increase in
the share capital of €33,663 thousand and an increase in
the share premium of €338,213 thousand net of issuance
costs, representing a total capital increase of €371,876
thousand. This issue notably marked the arrival of a new
shareholder, namely pension fund ABP, which owns around
6% of the share capital. This transaction was presented
in an offer document filed with the Autorité des Marchés
Financiers and approved with visa no. 08-129.
• Significant changes in shareholdings:
– Altareit SCA (formerly Fromageries Paul Renard): On 19
March 2008, ALTAREA acquired a 99.59% interest in
Fromageries Paul Renard SA, a dormant shell company
listed on the stock market with no assets other than
cash, from the Bongrain group for €14,725 thousand.
This acquisition entailed the filing of a simplified public
tender share offer for the shares it did not already own.
The company acquired changed its corporate purpose,
corporate name and legal form. The sole general partner is
SAS Altafi 3, which is fully controlled by Altafinance 2.
– The owned shopping centres business was pooled into a
single corporate entity through the merger of SAS CRP into
another ALTAREA SCA subsidiary, namely SAS Foncière
ALTAREA, on 15 April 2008. The Foncière ALTAREA
shares received in exchange for CRP shares gave rise to
the recognition of a €307 million merger premium.
– The Company participated in the recapitalisation in
November 2008 of Alta Faubourg in an amount of €231,932
thousand prior to the disposal of this shareholding to Altareit
in December 2008, leading to a capital loss of €208,636
thousand. This issue was accompanied by the acquisition by
ALTAREA SCA of Alta Développement Russie, previously a
subsidiary of Alta Faubourg.
• Stock grant awards:
– During 2008, 15,659 bonus shares were granted to
employees. Since the grant becomes definitive after a
period of two years, the shares delivered were subject to a
2-year holding period.
– During 2008, 7 new stock grant plans for certain employees
were made, representing 72,050 rights to stock grant awards
(compared with 102,046 rights granted in 2007).
3-2 Comparability of the financial statements
No changes were made to the measurement methods
affecting the comparability of the financial statements at
31 December 2008 with those for the previous financial
year.
3-3 Accounting principles, rules and methods
The annual financial statements were prepared in accordance
with the provisions of Regulation 99-03 of the Comité de
Réglementation Comptable (French accounting regulation
committee), approved by the ministerial decree of 22 June