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Changes in the scope of consolidation
The Group’s scope of consolidation includes the financial
statements of Prysmian S.p.A. (the Parent Company) and of
the companies over which it exercises direct or indirect control,
which are consolidated from the date when control is obtained
until the date when such control ceases.
The following changes in the scope of consolidation took place
during 2012:
Acquisitions
On 5 March 2012, Prysmian Cavi e Sistemi S.r.l and Prysmian
S.p.A. respectively acquired 99.99% and 0.01% of the shares
in Jaguar Communication Consultancy Services Private Ltd, an
Indian company formed on 31 January 2012.
On 4 April 2012, Draka Comteq Brasil Holding Ltda acquired
0.81% of the shares in Draka Cableteq Brasil S.A..
On 5 April 2012, Draka Cableteq Brasil S.A. acquired all the
shares in Telcon Fios e Cabos para Telecomuniçaoes S.A. and
Draktel Optical Fibre S.A. owned by third parties, representing
50% and 30% of their respective share capital. The value of
the acquisition amounts to approximately Euro 25 million
(Euro 23 million for Telcon Fios e Cabos para Telecomuniçaoes
S.A. and Euro 2 million for Draktel Optical Fibre S.A.). As
a result of this acquisition, the assets and liabilities of
Telcon Fios e Cabos para Telecomuniçaoes S.A. have been
consolidated on a line-by-line basis.
On 11 May 2012, Draka Comteq Finland OY acquired the entire
25% non-controlling interest in Neva Cables Ltd, a Russian
company that is now wholly owned by the Group.
On 6 September 2012, Prysmian UK Group Ltd (see “New
company formations”) signed an agreement to acquire 100%
of Global Marine Systems Energy Ltd. from Global Marine
Systems Ltd. for a purchase price of approximately Euro 52
million. Following satisfaction of the conditions precedent, the
acquisition’s closing was completed on 15 November 2012. The
financial statements of Global Marine Systems Energy Ltd.
have therefore been included in the consolidation from that
date.
New company formations
Prysmian Electronics S.r.l. was formed in Italy on 12 January
2012. It is owned by Prysmian Cavi e Sistemi S.r.l. (80%) and
third parties (20%).
Prysmian UK Group Limited was formed on 2 April 2012. It is
wholly owned by Draka Holding N.V..
Prysmian Finland OY was formed on 1 October 2012 upon
completion of the merger between Draka Comteq Finland OY,
Draka NK Cables OY and Prysmian Cables and Systems OY. It is
owned by Prysmian Cavi e Sistemi S.r.l. (approximately 77.8%),
Draka Holding NV (approximately 19.9%) and Draka Comteq BV
(approximately 2.3%).
Quoroon S.A.S. was formed on 17 December 2012. It is wholly
owned by Prysmian Cables et Systemes France S.A.S..
Name changes
On 11 July 2012, the Brazilian company Draka Cableteq Brasil
S.A. changed its name to Prysmian Draka Brasil S.A..
On 13 July 2012, the Brazilian company Draktel Optical Fibre
S.A. changed its name to Prysmian Optical Fibre Brasil S.A..
On 2 August 2012, the U.S. company Draka USA Inc. became
a “limited liability company”, taking the name of Draka USA,
LLC.
On 21 December 2012, following the merger of Draka Denmark
Copper Cable A/S into Draka Comteq Denmark A/S, the latter
changed its name to Prysmian Denmark A/S.
Mergers
On 27 June 2012, the merger was completed of Draka Industry
& Specialty S.L.U. and Draka Elevator Products Spain S.L.U.
into Draka Cables Industrial S.L.U. (which changed its legal
form on 30 June 2012, taking the new name of Draka Cables
Industrial S.A.).
On 28 June 2012 and 29 June 2012, the respective mergers were
completed of Draka Marine Oil and Gas International LLC into
Draka Cableteq USA Inc. and of Draka Holdings USA Inc. into
Draka Cableteq USA Inc..
On 1 July 2012, the merger was completed of DB Lift Draka
Elevator Product S.r.l. into Prysmian Cavi e Sistemi Italia S.r.l..
On 12 July 2012, the merger was completed of Limited Liability
Company “Torgoviy Dom Rybinskelektrokabel” and Limited
Liability Company “NPP Rybinskelektrokabel” into Limited
Liability Company “Rybinskelektrokabel”.
On 16 July 2012, the merger was completed of Draka Comteq
Austria GmbH into Prysmian OEKW Gmbh.
On 30 September 2012, the merger was completed of Epictetus
Oy into Draka NK Cables OY.
On 1 October 2012, the merger was completed between
Draka Comteq Finland OY, Draka NK Cables OY and Prysmian
Cables and Systems OY, giving rise to the formation of the
new company Prysmian Finland OY (see “New company
formations”).
