10. Non-current assets held for sale and discontinuing or discontinued operations

At 31 December 2012, this item includes the costs, revenues and the capital gain relative to the PV business unit sold by ARSE to RTR Capital S.r.l. on 28 December 2012.

The transaction regarded the disposal of Apollo S.r.l., operating in the PV sector, whose asset portfolio includes plants located in Puglia, Lazio and Campania, with total installed power of 32.544 MW.

The sale price of the company sold was 102,500 thousand euros which, taking into account the amount of net working capital as shown in the Apollo S.r.l. forecast statement of financial position as at 31 December 2012, gave rise to cash flows of 101,294 thousand euros, of which 7,027 thousand euros for equity and 94,267 thousand euros for the repayment of the loan granted by ACEA to Apollo S.r.l.

At the closing date, the ACEA Group collected a total of 85,429 thousand euros, broken down as follows:

  • ARSE collected 7,027,477.90 euros for the disposal of 100% of Apollo S.r.l.,
  • ACEA collected a total of 78,401,228.32 euros as the partial repayment of the loan granted to Apollo.

In compliance with contractual terms, ACEA also collected 8,095,211.84 euros on 31 January 2013 as the partial repayment of the loan granted to Apollo.

On the closing date, Apollo S.r.l. opened an escrow account in the amount of 7,770,551.27 euros, into which the portion of the bank financing was deposited with regard to the four photovoltaic plants for which ARSE committed to complete specific activities set forth in the sale agreement by pre-established deadlines.

Against that commitment, ARSE granted RTR a put option for each plant, which can be exercised by the buyer by deadlines set forth in the contract, with the terms beginning from the deadline set for ARSE.

If RTR exercises the put, ARSE will be required to repurchase the plant at a pre-established price equal, for all of the assets subject to the escrow account, to 2,058 thousand euros, corresponding to the equity deposited by the buyer.

If ARSE completes the activities under its responsibility, the relative portion of the escrow account will become available and ACEA will be paid the relative sum as a partial repayment of the loan.

The binding amounts broken down by expiry date are shown below:

  • 2,790 thousand euros at 31 December 2013 and  
  • 4,980 thousand euros at 30 June 2016

These dates represent the final deadlines set by the contract for the repayment to ACEA of the various tranches when the conditions are satisfied and in the manners described in the sale agreement. The credit line granted to ACEA is non-interest-bearing.

Please note that the activities aimed at freeing up the term deposit in the amount of 2,393 thousand euros are currently being completed.

Furthermore, the sales agreement envisages some puts which can be exercised by the buyer if ARSE does not complete the activities set forth in the agreement by the pre-established deadlines (which expire by the end of 2013). The total value of those puts amounts to 4,492 thousand euros (plus costs and expenses that the buyer incurred in the meantime).

There is also a price adjustment mechanism that will be applied on the basis of the statement of financial position as at 31 December 2012. An independent expert must be involved if the parties cannot resolve any disputes relating to the amount of the adjustment.

€ thousand 31.12.2012 31.12.2011 Increase/ (Decrease)
Operating revenues 18,926 16,213 2,713
Staff costs (22) (322) 299
Operating costs 1,836 1,353 484
GROSS OPERATING PROFIT 17,112 15,182 1,929
Amortisation, depreciation and impairment charges 5,500 4,746 754
Operating profit/(loss) 11,612 10,436 1,176
Financial management (4,200) (3,726) (474)
Profit before tax 7,412 6,710 702
Taxation (2,707) (2,348) (358)
Net profit/(loss) 4,705 4,362 343
TOTAL CONSOLIDATION ADJUSTMENTS 4,144 3,726 418
TOTAL 8,849 8,088 762
Net transferred assets 28.12.2012
Property, plant and equipment 103,738
Intangible assets 2,896
Inventories 227
Advances 24
Trade receivables 321
Other receivables 0
Loans (Escrow account) 7,771
Cash and cash equivalents (0)
Staff termination benefits and other defined-benefit plans  
Provisions for deferred tax liabilities  
Provisions for liabilities and charges  
Tax payables 26
Trade payables due to suppliers (5,055)
Payables to the Parent Company ACEA  
Other payables  
Bank borrowings (81,036)
Other borrowings (23,839)
Total 5,074
Gain (loss) on transfer 1,953
Investment price 7,027
paid as so:  
Net cash flow from the transfer 93,524
Investment price collection (ARSE) 7,027
Loan repayment 78,401
Loan repayment at 31.01.2013 8,095

At 31 December 2011 this item included (i) the economic data at 31 March 2011 for companies covered by the Framework Agreement for the joint venture, now wound up, between ACEA and GSEI and (ii) the economic data of Estra Elettricità which was excluded from the ownership structure from 6 May 2011.

Details are provided below for each company involved in the extraordinary transactions implemented in the first half of 2011.

 

Eblacea and Tirreno Power

The economic data are presented pro rata based on the percentage interests held directly or indirectly by ACEA as assignor company.

€ thousand 31/03/2011
Operating revenues 0
Staff costs 0
Operating costs 25
GROSS OPERATING PROFIT (25)
Amortisation, depreciation and impairment charges 0
Operating profit/(loss) (25)
Financial management (0)
Profit before tax (25)
Taxation 0
Net profit/(loss) (25)
TOTAL CONSOLIDATION ADJUSTMENTS 0
TOTAL EBLACEA (25)
€ thousand 31/03/2011
Operating revenues 33,618
Staff costs 1,629
Operating costs 30,433
GROSS OPERATING PROFIT 1,556
Amortisation, depreciation and impairment charges 3,510
Operating profit/(loss) (1,954)
Financial management 797
Profit before tax (2,751)
Taxation 825
Net profit/(loss) (1,926)
TOTAL CONSOLIDATION ADJUSTMENTS (5,733)
TOTAL TIRRENO POWER (7,659)

 

AceaElectrabel Trading

The economic data is represented pro rata, based on the percentages of interest indirectly held by ACEA (50%).

€ thousand 31/03/2011
Operating revenues 359,020
Staff costs 411
Operating costs 351,803
GROSS OPERATING PROFIT 6,806
Amortisation, depreciation and impairment charges 37
Operating profit/(loss) 6,769
Financial management 197
Profit before tax 6,572
Taxation (3,046)
Net profit/(loss) 3,525
TOTAL CONSOLIDATION ADJUSTMENTS (103,550)
TOTAL AET (100,025)

 

AceaElectrabel Produzione Group

The economic data are presented pro rata based on the percentage interest indirectly held by ACEA.

€ thousand 31/03/2011
Operating revenues 26,341
Staff costs 463
Operating costs 24,826
GROSS OPERATING PROFIT 1,051
Amortisation, depreciation and impairment charges 2,095
Operating profit/(loss) (1,044)
Financial management 640
Profit before tax (1,683)
Taxation 884
Net profit/(loss) (799)
TOTAL CONSOLIDATION ADJUSTMENTS 313
TOTAL Acea Electrabel Produzione (486)
€ thousand 31/03/2011
Operating revenues 10,469
Staff costs 0
Operating costs 9,958
GROSS OPERATING PROFIT 511
Amortisation, depreciation and impairment charges 764
Operating profit/(loss) (252)
Financial management 328
Profit before tax (581)
Taxation 0
Net profit/(loss) (581)
TOTAL CONSOLIDATION ADJUSTMENTS 1,564
TOTAL ROSELECTRA 984
€ thousand 31/03/2011
Operating revenues 2,139
Staff costs 105
Operating costs 827
GROSS OPERATING PROFIT 1,207
Amortisation, depreciation and impairment charges 779
Operating profit/(loss) 428
Financial management 496
Profit before tax (68)
Taxation 0
Net profit/(loss) (68)
TOTAL CONSOLIDATION ADJUSTMENTS (1,835)
TOTAL VOGHERA (1,903)
€ thousand 31/03/2011
Operating revenues 236
Staff costs 2
Operating costs 39
GROSS OPERATING PROFIT 195
Amortisation, depreciation and impairment charges 61
Operating profit/(loss) 134
Financial management 32
Profit before tax 102
Taxation 0
Net profit/(loss) 102
TOTAL CONSOLIDATION ADJUSTMENTS (71)
TOTAL LONGANO 31

 

Estra Elettricità

The economic data are presented pro rata based on the percentage interest indirectly held by ACEA.

€ thousand 06/05/2011
Operating revenues 13,773
Staff costs 44
Operating costs 13,654
GROSS OPERATING PROFIT 76
Amortisation, depreciation and impairment charges 31
Operating profit/(loss) 45
Financial management 23
Profit before tax 22
Taxation 0
Net profit/(loss) 22
TOTAL CONSOLIDATION ADJUSTMENTS 9,744
TOTAL Estra Elettricità 9,765

The sale of Eblacea and Tirreno Power as well as that of the AceaElectrabel Produzione group, and the acquisition of 40.59% of the Acea Energia Holding Group, are subject to adjustment in compliance with the Framework Agreement signed between ACEA and GSEI.

The minimum amount of those adjustments has almost no impact from a financial perspective, while the economic effects amount to approximately 7 million euros in relation to the differential of the Eblacea/Tirreno Power sale price.

These totals were essentially confirmed in January 2012 by the arbitrator, appointed by the Court of Milan pursuant to the Framework Agreement, who issued his report in May.