Carphone Warehouse 2001 Annual Report Download - page 41

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The Carphone Warehouse Group PLC Annual Report 2001 39
12 Fixed asset investments (continued)
Acquisitions
a. Acquisition of minority interests in the Group
On 22 June 2000, the Company acquired 24% of the issued share capital of The Phone House Holdings (UK) Limited, a company registered
in England in which it already had a 76% interest, in exchange for 81.9m shares in the Company. The shares in the Company had a fair
value of £104.1m, giving rise to goodwill on acquisition of £105.9m.
On 14 July 2000, the Company acquired all minority interests in The Phone House SA (France), Phone Warehouse SL (Spain) and
Polirent Comercio e Aluguer de Bens e Servicos LDA (Portugal), in exchange for 31.3m shares in the Company. The shares in the Company
had a fair value of £62.5m, giving rise to goodwill on acquisition of £63.1m.
b. Germany
On 1April 2000, the Group acquired 100% of the issued share capital of Otto Boenicke Vermietungs–und Verpachtungs GmbH
(“Boenicke”), a company registered in Germany, for a gross cash consideration of £6.5m.
Boenicke was a shell company into which 74 retail outlets were transferred at a book value of nil. Fair value adjustments of £0.5m in
respect of onerous lease contracts gave rise to additional goodwill of £0.5m on acquisition, bringing the total goodwill on acquisition to
£7.0m. Since the acquisition consisted only of lease contracts it is not applicable to disclose profits and losses for this Company for the
period before or after acquisition.
c. UK
On 13 June 2000, the Group acquired the trade, assets and certain liabilities of Cellcom Limited, a telecoms services business registered in
England, for a gross cash consideration of £9.1m.
The following table sets out the book values of the identifiable assets and liabilities acquired and their fair value to the Group:
Book value Accounting policy Other fair value Fair value
alignment adjustments to Group
£’000 £’000 £’000 £’000
Fixed assets
Tangible 1,084 (117) (391) 576
Current assets
Stock 4,511 (100) – 4,411
Debtors 8,932 (200) – 8,732
Cash 3,386 – – 3,386
Total assets 17,913 (417) (391) 17,105
Creditors
Other creditors (17,913) (86) – (17,999)
Provisions
Other provisions – – (1,432) (1,432)
Total liabilities (17,913) (86) (1,432) (19,431)
Net liabilities – (503) (1,823) (2,326)
Goodwill 11,393
Satisfied by cash 9,067
Net cash outflows in respect of the acquisition comprised:
£’000
Gross cash consideration 9,067
Cash acquired (3,386)
5,681
Other fair value adjustments relate to the revaluation of tangible fixed assets and onerous property commitments.
The trade and net assets acquired were subsumed within larger reporting units prior to acquisition, hence it is not practicable to disclose
profits or losses for the period prior to acquisition. The business generated a profit after taxation of £299,000 from 13 June 2000 to 31
March 2001.