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Annual Report -
2013
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Vivendi
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Financial Report | Statutory Auditors’ Report on the Consolidated Financial Statements |
Consolidated
Financial Statements
| Statutory Auditors’ Report on the Financial Statements | Statutory Financial Statements
Note 27. Contractual obligations and other commitments
27.5.
Shareholders’ agreements
Under existing shareholders’ or investors’ agreements (primarily those
relating to Maroc Telecom Group, and “nc+”), Vivendi holds certain
rights (such as pre-emptive rights and priority rights) that give it control
over the capital structure of consolidated companies partially owned by
minority shareholders. Conversely, Vivendi has granted similar rights to
these other shareholders in the event that it sells its interests to third
parties.
In addition, pursuant to other shareholders’ agreements or the bylaws
of consolidated entities, equity affiliates or unconsolidated interests,
Vivendi and its subsidiaries have given or received certain rights (pre-
emptive and other rights) entitling them to maintain their shareholder’s
rights.
Strategic agreements among Vivendi, Canal+ Group,
Lagardère, and Lagardère Holding TV
The rights granted to Lagardère following the strategic agreements
entered into on January 4, 2007, were ended on November 5, 2013,
following the acquisition by Vivendi of Lagardère Group’s 20% interest
in Canal+ France (please refer to Note 2).
Strategic partnership among Canal+ Group, ITI, and TVN
The key liquidity rights provided under the strategic partnership formed
in November 2012 concerning television in Poland are as follows:
at the level of N-Vision:
–– on December 18, 2013, ITI exercised its put option to sell a 9%
interest in N-Vision to Canal+ Group, and on the basis of a value
equal to Canal+ Group’s initial investment in N-Vision, i.e., for a
cash amount of €62 million, paid in February 2014,
–– Canal+ Group has a call option to acquire ITI’s remaining N-Vision
shares, exercisable at any time during the two 3-month periods
beginning February 29, 2016 and February 28, 2017, at the then-
prevailing market value,
–– conversely, in the event that Canal+ Group does not exercise its
call option on ITI’s interest in N-Vision, ITI has a call option to
acquire Canal+ Group’s interest in N-Vision, exercisable at any
time during the two 3-month periods beginning May 30, 2016
and May 29, 2017, and between November 1, 2017 and
December 31, 2017 and between May 1, 2018 and June 30, 2018,
at the then-prevailing market value, and
–– Canal+ Group and ITI each has the liquidity right, following the
above call option periods, to sell its entire interest in N-Vision;
at the level of “nc+”:
–– Canal+ Group has a call option to acquire TVN’s 32% interest in
“nc+” at market value, which is exercisable during the two 3-month
periods beginning November 30, 2015 and November 30, 2016;
–– if Canal+ Group exercises its call option, Canal+ Group will be
required to acquire ITI’s remaining interest in N-Vision, and
–– in the event that Canal+ Group does not exercise its call option,
TVN has liquidity rights in the form of an Initial Public Offering of
its interest in “nc+”.
Shareholders’ agreement between Orange Cinema Series
and Multithématiques
On February 4, 2013, the members of Orange Cinema Series – OCS
SNC’ Board of Directors resigned from their positions at the request
of Multithématiques and in order to comply with injunction 2(b)
ordered by the French Competition Authority on July 23, 2012. As a
result, Multithématiques appointed, by letter with an effective date of
February 4, 2013, two independent representatives with no affiliation
to Multithématiques to the Board of Directors of Orange Cinema Series
– OCS SNC.
In addition, in compliance with Article L. 225-100-3 of the French
Commercial Code, it is stated that some rights and obligations of
Vivendi resulting from shareholders’ agreements (Maroc Telecom
Group, and Canal+ Cyfrowy) may be amended or terminated in the
event of a change in control of Vivendi or a tender offer being made for
Vivendi. These shareholders’ agreements are subject to confidentiality
provisions.
27.6.
Collaterals and pledges
As of December 31, 2013, the amount of the group’s assets that were pledged or mortgaged for the benefit of third parties was €212 million (compared
to €209 million as of December 31, 2012). This amount primarily includes GVT’s pledged assets with respect to judicial guarantees for various
litigations.
(in millions of euros)
December 31, 2013
December 31, 2012
On intangible assets
4
8
On tangible assets
23
47
On financial assets
177
146
On cash
8
8
Total
212
209
Moreover, as of December 31, 2013 and 2012, Vivendi did not hold any third-party guarantees in respect of any of its outstanding receivables.
