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Friday, February 19, 2016
22.4 Contingent assets and liabilities subsequent to given or received commitments related to the
divestiture or acquisition of shares
Ref. Context Characteristics (nature and amount) Expiry
Contingent liabilities
Sale of GVT (May 2015)
Representations and warranties, limited to specifically identified tax matters, capped at -
BRL 180 million (please refer to Note 2).
Sale of the 20% interest in SFR to Numericable- Commitments undertaken in connection with the sale (please refer to Note 2). -
SFR (February 2015)
(a) Sale of Maroc Telecom group (May 2014) Commitments undertaken in connection with the sale. -
(b) Sale of Activision Blizzard (October 2013) - Unlimited general guarantees; and
- Tax guarantees capped at $200 million, under certain circumstances.
-
-
Merger of Cyfra+ and "n" platforms (November
2012)
Reciprocal guarantees in favor of TVN, not implemented and expired on July 1, 2015:
- PLN 1 billion in the event of a breach of any representation or warranty or covenants;
and
- PLN 300 million in the event of a breach of specific representation or warranty.
2015
-
(c)
(d)
Acquisition of Bolloré Group's channels
(September 2012)
Divestiture of PTC shares (December 2010)
Commitments undertaken, in connection with the authorization of the acquisition, with:
- the French Competition Authority; and
- the French Broadcasting Authority.
Commitments undertaken in order to end litigation over the share ownership of PTC:
- Guarantees given to the Law Debenture Trust Company (LDTC), for an amount up to
18.4% for the first €125 million, 46% between €125 million and €288 million, and
50% thereafter; and
- Guarantee given to Poltel Investment’s (Elektrim) administrator.
New approval of the acquisition of TPS and CanalSatellite subject to compliance with
injunctions ordered by the French Competition Authority.
Canal+ Group's pay-TV activities in France
2017
(January 2007-July 2017)
Divestiture of PSG (June 2006) Unlimited specific guarantees. 2018
Divestiture of UMG manufacturing and
Various commitments for manufacturing and distribution services. 2018
distribution operations (May 2005)
Divestiture of NC Numericable (March 2005) Specific guarantees capped at €241 million (including tax and social risks), not 2014
implemented and expired as of December 31, 2014.
NBC Universal transaction (May 2004) and
subsequent amendments (2005 - 2010)
Divestiture of Canal+ Nordic (October 2003)
- Breaches of tax representations;
- Obligation to cover the Most Favored Nation provisions; and
- End of claims related to remedial actions since May 11, 2014.
Distribution guarantees not implemented and expired as of December 31, 2014 given in
favor of CanalDigital and Telenor Broadcast Holding by a former subsidiary.
(e) Sale of real estate assets (June 2002) Autonomous first demand guarantees given to Nexity, capped at €150 million in total 2017
(tax and decennial guarantees).
Divestiture of Sithe (December 2000)
Specific guarantees capped at $480 million (environmental commitments, of which -
potential liabilities related to contamination risks).
Other contingent liabilities Cumulated amount of €11 million (compared to €7 million as of December 31, 2014). -
Contingent assets
Merger of Cyfra+ and "n" platform (November
2012)
Reciprocal guarantees in favor of TVN, not implemented and expired on July, 1, 2015:
- PLN 1 billion in the event of a breach of any representation or warranty or covenants;
- PLN 300 million in the event of a breach of specific representation or warranty; and
- PLN 145 million related to Neovision's unutilized tax losses carried forward.
2015
(c)
Acquisition of 40% of N-Vision (November 2012)
Acquisition of Bolloré Group's channels
(September 2012)
Acquisition of EMI Recorded Music (September
2012)
Guarantees made by ITI capped at approximately:
- €28 million for general guarantees, expired on May 30, 2014; and
- €277 million for specific guarantees (including tax matters expiring in 2016, free and
full ownership of shares sold, authorizations/approvals for the exercise of the
activity).
2017
-
-
-
2014
Guarantees capped at €120 million. 2017
- Commitments relating to full pension obligations in the United Kingdom assumed by
Citi; and
- Guarantees relating to losses stemming from taxes and litigation claims, in particular
those related to pension obligations in the United Kingdom.
Acquisition of Kinowelt (April 2008) Specific guarantees, notably on film rights granted by the sellers. -
Divestiture of NC Numericable (March 2005) €151 million counter-guaranteed by Orange, expired as of December 31, 2014. 2014
Divestiture of Xfera (2003) Guarantees amount to €71 million. -
Other contingent assets Cumulated amount of €90 million (compared to €86 million as of December 31, 2014). -
2014
2014
-
-
-
Financial Report and Audited Consolidated Financial Statements for the year ended December 31, 2015 Vivendi /92