The main changes in the consolidation area compared with the previous year concern the following:
Utilities sector
Since last year the following companies have now joined the consolidation:
- Ilofania A.E.
- Parc Éolien de Bussy le Repos S.a.s.
- Parc Éolien Tierache S.a.s.
- Photovoltaique de Marville S.a.s.
- Soluxia Sarda III S.r.l.
- Photovoltaique de Chavannes S.a.s.
Automotive sector
In 2010 the following changes took place:
- In June, November and December the subsidiary Allevard Rejna Autosospensions S.A. increased its stake in the subsidiary S.ARA Composite S.a.s. from 64.29% to 83.33%, through capital increases of € 3,200 thousand of which only € 2,700 thousand were paid in;
- In September the subsidiary Allevard Rejna Autososensions S.A. with the Indian group Imperial Auto set up the company Allevard IAI Suspensions Private Ltd to produce suspension components in India. Allevard Rejna Autospensions S.A. is the controlling shareholder of the new company with an interest of 51%;
- In December the liquidation process was completed of the associated company Allevard Ressort Composites S.A.S., generating income of € 147 thousand that was added to the dividends already received during the year for an amount of € 50 thousand.
Healthcare sector
In 2010 the following transactions took place which involved a change in the consolidation:
- in the Rehabilitation sector (Istituto di Riabilitazione Santo Stefano S.r.l. and Redancia)
- the acquisition in January 2010 by Istituto di Riabilitazione Santo Stefano S.r.l. of total control of Società Duemiladue S.r.l., the company that controls Sanatrix S.r.l. – owner of the Villa dei Pini nursing home in Civitanova Marche (MC), equipped with 180 beds of which 105 are hospital beds, 15 are in rehabilitation and 60 are for the elderly. Through this acquisition the group now holds a total of 77% of the share capital of Sanatrix S.r.l.. The deal was funded by borrowings;
- the acquisition in May 2010, by the company Health Equity S.r.l, indirectly controlled for 60% by KOS S.p.A, of the remaining 50% of the share capital of Fidia S.r.l.;
- the acquisition, through the company Redancia S.r.l., of 100% of the company Tuga 2 S.r.l., owner of a care-home which contains a psychiatric rehabilitation community in Ligura with 15 beds. The investment was funded by borrowings;
- the acquisition in May of the remaining 10% of the company Tuga S.r.l.. The deal gave rise to a consolidation difference of € 70.2 thousand which, being an earn-out deal, was fully expensed to the income statement in accordance with international accounting standards (IFRS 3 revised);
- the acquisition, through the subsidiary Istituto di Riabilitazione Santo Stefano S.r.l., of 100% of the capital of Villa Rosa S.r.l., a company that manages an accredited psychiatric hospital and a diagnostic centre in Emilia Romagna. The psychiatric hospital has 81 beds, 1 temporary isolation bed, 1 day hospital bed and 5 day centre beds;
- the acquisition, through the subsidiary Istituto di Riabilitazione Santo Stefano S.r.l., of 100% of the capital of Salfo S.r.l., the real estate company which owns the building that houses the company Villa Rosa S.r.l. mentioned above;
- in November the company Duemiladue S.r.l. was merged by incorporation into its parent company Istituto di Riabilitazione Santo Stefano S.r.l.;
- in December the companies Tuga S.r.l. and Tuga 2 S.r.l. were merged by incorporation into their parent company Redancia S.r.l.;
- acquisition of almost
all of the minority interests in the company
In the care-home (RSA) sector
- the acquisition, as part of a single deal carried out by Residenze Anni Azzurri S.r.l., of 100% of the company San Rocco S.r.l., which runs a nursing home in Segrate (MI) and is accredited for 150 beds plus a day-care centre of 12 beds, and 100% of the company Il Melograno S.r.l. which manages a nursing home (Il Melograno) in Cassina De’ Pecchi (MI) and is accredited for 147 beds plus a day-care centre of 10 beds. As part of the same deal the company HSS Real Estate S.p.A. acquired 100% of the capital of the real estate company Ital.Com. S.p.A., owner of the facility which houses the nursing home Il Melograno in Cassina De’ Pecchi. The property of the company Ital.Com S.p.A was subsequently sold to a real-estate partner for the sum of € 11,750 thousand. These acquisitions were financed by bank borrowings;
- in October the company San Rocco S.r.l. and Melograno S.r.l. were merged by incorporation into their parent company Residenze Anni Azzurri S.r.l.;
- in December, the company Ital.Com. S.p.A. was merged by incorporation into its parent company Residenze Anni Azzurri S.r.l..
In the Hospital Management sector
- on October 11 2010 the acquisition was completed of the companies Giordani S.r.l., Elsida S.r.l. and Imaging S.r.l. by the subsidiary Medipass S.p.A.. The acquired companies operate in the sphere of the outsourced out-patient diagnostic services for the Regional Health Service or manage, with private resources (equipment, doctors, technicians, administration), out-patient diagnostic radiology services for the Bologna Public Health Service as well as a private accredited diagnostic centre, mainly specializing in diagnostic imaging. The deal was financed mainly by borrowings but with a small part of the company’s own capital.
- For details as to the effects of the above acquisitions, reference should be made to paragraph 25 below “Company Acquisitions”.
Media Sector
It should be noted that, compared to 2009, the companies Edigraf S.r.l. (sold to third parties in October 2009) and Rotosud S.p.A. (sold to third parties in March 2010) have now left the consolidation, while the subsidiary Ksolutions S.p.A., currently in liquidation and non-operational, was consolidated at cost instead of being fully consolidated.
Lastly, the completion of the merger by incorporation of the company Editoriale Monopoli S.p.A. into Gruppo Editoriale L’Espresso S.p.A. on April 22 2010 also changed the composition of the consolidation. This company was previously fully consolidated line by line.
Other companies
As from 2010 the companies Jupiter Asset Management S.r.l., Jupiter Iustitia S.r.l., Devil Peak S.r.l., Resolution S.r.l. and the special purpose entity FAR S.A. also joined the consolidation.