Notes 26-30
- 26. Post employment benefits
- 27. Provisions
- 28. Trade and other payables
- 29. Acquisitions
- 30. Disposals and discontinued operations
29. Acquisitions
The aggregate cash consideration in respect of purchases of interests in subsidiary undertakings and joint ventures, net of cash acquired, is as follows:
| £m | |
|---|---|
| Cash consideration paid: | |
| Arcor (26.4%)(1) | 366 |
| Ghana Telecommunications (70.0%) | 486 |
| Other acquisitions completed during the year | 457 |
| Other minority interest acquisitions | 38 |
| Acquisitions completed in previous years | 24 |
| 1,371 | |
| Net overdrafts acquired | 18 |
| 1,389 |
Note:
- (1)
- This acquisition has been accounted for as a transaction between shareholders. Accordingly, the difference between the cash consideration paid and the carrying value of net assets attributable to minority interests has been accounted for as a charge to retained losses.
Total goodwill acquired was £663 million and included £344 million in relation to Ghana Telecommunications and £319 million in relation to other acquisitions completed during the year. In addition, amendments to provisional purchase price allocations on acquisitions completed in previous years resulted in a reduction in goodwill of £50 million.
Ghana Telecommunications Company Limited (‘Ghana Telecommunications’)
On 17 August 2008, the Group completed the acquisition of 70.0% of Ghana Telecommunications for cash consideration of £486 million, all of which was paid during the year. The initial purchase price allocation has been determined provisionally pending the completion of the final valuation of the fair value of net assets acquired.
Book value £m |
Fair value adjustments £m |
Fair value £m |
|
|---|---|---|---|
| Net assets acquired: | |||
| Identifiable intangible assets(1) | − | 136 | 136 |
| Property, plant and equipment | 171 | − | 171 |
| Inventory | 10 | − | 10 |
| Trade and other receivables | 25 | − | 25 |
| Deferred tax liabilities | (8) | (34) | (42) |
| Trade and other payables | (100) | − | (100) |
| Other | (33) | − | (33) |
| Net identifiable assets acquired | 65 | 102 | 167 |
| Goodwill(2) | 344 | ||
| Total asset acquired | 511 | ||
| Minority interests | (25) | ||
| Total consideration (including £3 million of directly attributable costs) | 486 |
Notes:
- (1)
- Identifiable intangible assets of £136 million consist of licences and spectrum fees of £112 million and other intangible assets of £24 million. The weighted average lives of licences and spectrum fees, other intangible assets and total intangible assets are 11 years, one year and ten years respectively.
- (2)
- The goodwill is attributable to the expected profitability of the acquired business and the synergies expected to arise after the Group’s acquisition of Ghana Telecommunications.
The results of the acquired entity have been consolidated in the income statement from the date of acquisition. From the date of acquisition, the acquired entity reduced the profit attributable to equity shareholders of the Group by £389 million.
Pro forma full year information
The following unaudited pro forma summary presents the Group as if Ghana Telecommunications had been acquired on 1 April 2008. The impact of other acquisitions on the pro forma amounts disclosed below is not significant. The pro forma amounts include the results of Ghana Telecommunications, amortisation of the acquired intangible assets recognised on acquisition and the interest expense on the increase in net debt as a result of the acquisitions. The pro forma amounts do not include any possible synergies from the acquisition of Ghana Telecommunications. The pro forma information is provided for comparative purposes only and does not necessarily reflect the actual results that would have occurred, nor is it necessarily indicative of future results of operations of the combined companies.
| 2009 £m |
|
|---|---|
| Revenue | 41,069 |
| Profit for the financial year | 3,052 |
| Profit attributable to equity shareholders | 3,050 |
| Pence | |
| Basic earnings per share | 5.78 |
| Diluted earnings per share | 5.76 |
Other
During the 2009 financial year, the Group completed a number of smaller acquisitions for aggregate cash consideration of £475 million, including £18 million net overdrafts acquired, with £457 million of the net cash consideration paid during the year. The aggregate fair values of goodwill, identifiable assets, and liabilities of the acquired operations were £319 million, £378 million and £240 million, respectively.