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11. Acquisitions and disposals (continued)
TelstraClear Limited (‘TelstraClear’)
On 31 October 2012 the Group acquired the entire share capital of TelstraClear for cash consideration of NZ$863 million (£440 million). The primary
reasons for acquiring the business were to strengthen Vodafone New Zealands portfolio of xed communications solutions and to create a leading
total communications company in New Zealand.
The results of the acquired entity which have been consolidated in the income statement from 31 October 2012 contributed £136 million
of revenues and a loss of £23 million to the prot attributable to equity shareholders of the Group during the period.
The provisional purchase price allocation is set out in the table below:
Fair value
£m
Net assets acquired:
Identiable intangible assets184
Property, plant and equipment 345
Trade and other receivables 55
Cash and cash equivalents 5
Current and deferred taxation liabilities (19)
Trade and other payables (59)
Provisions (15)
Net identiable assets acquired 396
Goodwill244
Total consideration 440
Notes:
1 Identiable intangible assets of £84 million consist of licences and spectrum fees of £27 million , TelstraClear brand of £3 million and customer relationships of £54 million.
2 The goodwill is attributable to the expected protability of the acquired business and the synergies expected to arise after the Group’s acquisition of TelstraClear. None of the goodwill is expected to be deductible for
tax purposes.
Pro-forma full year information
The following unaudited pro-forma summary presents the Group as if the acquisitions of CWW and TelstraClear had been completed on 1 April
2012. The pro-forma amounts include the results of CWW and TelstraClear, amortisation of the acquired intangible assets recognised on acquisition
and interest expense on the increase in net debt as a result of the acquisitions. The pro-forma information is provided for comparative purposes
only and does not necessarily reect the actual results that would have occurred, nor is it necessarily indicative of future results of operations of the
combined companies.
2013
£m
Revenue 45,289
Prot for the nancial year 601
Prot attributable to equity shareholders 355
Pence
Basic earnings per share 0.72
Diluted earnings per share 0.72
Other acquisitions
During the 2013 nancial year the Group completed a number of other acquisitions for an aggregate net cash consideration of £25 million,
all of which was paid during the year. The aggregate fair values of goodwill, identiable assets, and liabilities of the acquired operations were
£15 million, £16 million and £6 million, respectively. In addition, the Group completed the acquisition of certain non-controlling interests for a net
cash consideration of £7 million.
Disposals
France – Société Française du Radiotéléphone S.A. (‘SFR’)
On 16 June 2011 the Group sold its entire 44% shareholding in SFR to Vivendi for a cash consideration of €7,750 million (£6,805 million) before tax
and transaction costs and also received a nal dividend of €200 million (£178 million) on completion of the transaction. The Group recognised a net
gain on disposal of £3,419 million, reported in other income and expense.
SFR
£m
Net assets disposed (3,953)
Total cash consideration 6,805
Other effects1567
Net gain on disposal23,419
Notes:
1 Other effects include foreign exchange gains and losses transferred to the income statement and professional fees related to the disposal.
2 Reported in other income and expense in the consolidated income statement.
Notes to the consolidated nancial statements (continued)
110 Vodafone Group Plc
Annual Report 2013