Consolidation scope, associated companiesand changes in group structureFully consolidated subsidiaries% of shares hold MainName Head office <strong>2011</strong> 2010 2009 activityBelgian Securities B.V. Amsterdam 100.0 100.0 100.0 HoldingBrussels Securities SA Brussels 100.0 100.0 100.0 HoldingGBL Treasury Center SA Brussels 100.0 100.0 100.0 HoldingSagerpar SA Brussels 100.0 100.0 100.0 HoldingGBL Participations SA Brussels - - 100.0 HoldingGBL Overseas Finance N.V. Willemstad 100.0 100.0 100.0 HoldingGBL Verwaltung GmbH Gütersloh 100.0 100.0 100.0 HoldingGBL Verwaltung S.A. Luxembourg 100.0 100.0 100.0 HoldingImmobilière rue de Namur S.à r.l. Luxembourg 100.0 100.0 100.0 Real estateGBL Finance S.A. Luxembourg Liquidated Liquidated 100.0 HoldingGBL Energy S.à r.l Luxembourg 100.0 100.0 100.0 HoldingGBL R S.à r.l Luxembourg 100.0 100.0 100.0 HoldingGBL Investments Limited Dublin 100.0 100.0 100.0 HoldingImerys S.A. (and subsidiaries) Paris 57.1 - - OperationalErgon Capital Partners III SA Brussels 100.0 100.0 - Private equityE.V.E. S.A. Luxembourg 100.0 100.0 - HoldingEVONG S.A. Luxembourg 75.1 75.1 - HoldingELITech Group S.A.S. Puteaux 60.2 58.6 - HoldingFinancière ELITech S.A.S.(and subsidiaries) Puteaux 100.0 100.0 - OperationalPublihold SA Brussels 92.0 - - HoldingEditis Belgium SA (Groupe De Boeckand subsidiaries) Brussels 100.0 - - OperationalErgon International S.A. Luxembourg 100.0 - - HoldingErgon Investments Europe S.A. Luxembourg 100.0 - - HoldingBenito Artis S.L. (and subsidiaries) Barcelona 84.6 - - OperationalVoting rights correspond to the percentage of holding with the exception of Imerys, for which voting rights amount to 66.8%.An incentive plan was established for the management of Ergon Capital Partners III concerning 16.7% of shares.Associated companiesRate (in %) Lafarge ImerysErgon CapitalPartnersErgon CapitalPartners II<strong>2011</strong> Share hold 21.0 - (1) 43.0 42.4Voting rights 27.4 - (1) 43.0 42.4Consolidation 21.0 - (1) 43.0 42.42010 Share hold 21.1 30.7 43.0 42.4Voting rights 24.6 37.7 43.0 42.4Consolidation 21.1 30.7 43.0 42.42009 Share hold 21.1 30.7 43.0 42.4Voting rights 27.1 36.3 43.0 42.4Consolidation 21.1 30.7 43.0 42.4In subsequent notes, Ergon Capital Partners and Ergon Capital Partners II are referred together as “ECP I & II”, while the term“ECP” will <strong>be</strong> used to refer to these two companies plus Ergon Capital Partners III.(1) See “Changes in group structure”80 <strong>Annual</strong> <strong>Report</strong> <strong>2011</strong>
Changes in group structureThe most important changes in consolidation scope thatoccurred during the year are shown <strong>be</strong>low.ImerysOn 8 April <strong>2011</strong>, GBL group acquired from Pargesa anadditional 25.6 % stake in Imerys, raising its interest in thiscompany from 30.7% to 56.3%. As a result, a changein the consolidation method of Imerys occurs for GBL;Imerys remaining consolidated using the equity method until31 March <strong>2011</strong> and fully consolidated as from 1 April <strong>2011</strong>.No income is consequently recorded on the acquisition of theImerys shares from Pargesa.This treatment enables GBL to include in its accountsImerys’ results as published by the company, withoutpre-consolidation adjustment, thus assuring the reliabilityand consistency of the information. It also assures swifterpublication of GBL’s accounts and spares the group having tocarry out various calculations such as the revaluation of assetsor liabilities or possible impairment tests, which Imerys is in the<strong>be</strong>st position to carry out itself.This acquisition of a controlling stake corresponds to thedefinition of a business combination, in principle addressedby IFRS 3 – Business combinations, which imposes applicationof the “acquisition method” whereby Imerys’ identifiable assetsand liabilities should <strong>be</strong> revalued at their fair value on the dateof acquisition in GBL’s consolidated financial statements.Furthermore, under this method, the historical stake of 30.7%should also <strong>be</strong> revalued at its fair value, with a cross-entry inthe income statement. Lastly, total goodwill generated on thistransaction should <strong>be</strong> allocated to Imerys’ identifiable assetsand liabilities.However, IFRS 3 excludes from its scope businesscombinations under common control, i.e. ultimately controlledby the same parties both <strong>be</strong>fore and after the businesscombination. Since no other IFRS provision specificallyaddresses this type of transaction, the accounting methodadopted by GBL consists of treating it as an internaltransaction within the group (i.e. Pargesa/GBL): consequently,revaluation is not mandatory and the assets and liabilitiesacquired are recorded by GBL at their book value as recordedby Imerys.In practical terms:• the 25.6 % stake acquired was valued at Imerys’ share ofshareholders’ equity on 1 April <strong>2011</strong> (i.e EUR 27.8/share).The difference <strong>be</strong>tween the price paid (EUR 56.2/share)and this share was recorded as a deduction from GBL’sconsolidated shareholders’ equity for the amount ofEUR 550 million (see table hereafter); and• the value of the 30.7% stake previously held was alsoaligned with Imerys’ share of consolidated shareholders’equity as of 1 April <strong>2011</strong>. Accordingly, the pre-existinggoodwill on these shares for the amount of EUR 95 millionwas also recorded as a deduction from GBL’s consolidatedshareholders’ equity.Imerys’ assets and liabilities as well as the impact of thetransaction break down as follows:In EUR million 1 April <strong>2011</strong>Non-currents assets 2,819.7Including existing goodwill 922.7Current assets 1,746.9Non-current liabilities (1,431.6)Current liabilities (1,011.2)Non-controlling interest net assets (25.8)Net assets 2,098.0Share of net asset (25.6%) 537.5Difference (deducted from shareholders’ equity) 549.9Purchase priceSettled in cash 1,087.4Deferred payment -Cash and cash equivalents acquired 551.1Net cash movement 536.3Group LuzenacOn 1 August <strong>2011</strong>, Imerys acquired 100 % of Luzenac,the world leader in talc. The main technical applications of talcare polymers, paints, ceramics and paper. Imerys paidEUR 220 million in cash to Rio Tinto group for this acquisition.After a provisional valuation at fair value of mineral reserves,tangible assets and main provisions, provisional goodwillamounts to EUR 74 million.Since its acquisition, Luzenac group has generatedEUR 119 million in turnover and contributed EUR 39 millionto net earnings (EUR 7 million after elimination of inter-sectortransactions in Imerys).Accounts at 31 Decem<strong>be</strong>r <strong>2011</strong><strong>Annual</strong> <strong>Report</strong> <strong>2011</strong> 81