Company mergers
Acquisition of the holding in Veritas Energia S.r.l.
On 29 January 2009, Ascopiave S.p.A. acquired 51% of the holdings of Veritas Energia S.r.l. (headquarters in Venice, active in the natural gas and electric energy sale in the province of Venice) at the agreed price of Euro 1.397 thousands, comprehensive of the charges and expenses for a value of Euro 47 thousands.
The acquired holding has been subjected to external evaluation by an independent export for the determination of the allocation of the higher value paid as compared to the accounting values as of 31 December 2008. The evaluation of the expert has shown the existence of an intangible asset with a useful life defined as representative of the value of the contracts acquired with customers and of the relation with the client established by these contracts equal to Euro 905 thousands (from here “sale branch customers list”) on which it has also been inscribed the corresponding effect of deferred taxation system. The directors prudentially believed to consider for this type of intangible asset a useful life equal to 10 year.
The company merger has temporarily recorded as of 31 December 2009 according to the disposition of the international accounting principle IFRS 3.62.. In particular, the fair value temporarily attributed to the identifiable assets and liabilities of Veritas Energia S.r.l. as of 31 December 2009 is the following:
The residual surplus value equal to Euro 1.538 thousands has been reported under goodwill in relation to the acquisition of the gas sales activity of the company Veritas Energia S.r.l..
Acquisition of the holding in Pasubio Servizi S.r.l. Unipersonale
On 23 July 2009, Ascopiave S.p.A. acquired 100% of the holdings of Pasubio Servizi S.r.l. Unipersonale with legal headquarter in Schio, in the province of Vicenza and operating in the natural gas and electric energy sale in the province of Vicenza, at the agreed price of Euro 23.054 thousands comprehending burdens and expenses for a value of Euro 161 thousands.
The acquired holding has been the object of an external evaluation by an independent export for the determination of the allocation of the higher value paid as compared to the accounting values as of 30 June 2009. The evaluation of the
Assets/liabilities acquired with the purchase of 100% holdings in Veritas Energia S.r.l.
Book value Fair value
recorded on acquisition
Non-curent assets
Goodwill 835
Other intangible assets 2 905 Tangible assets 66 66 Other non-current assets 74 74 Deferred taxes 2 2 Total non-current assets 978 1.047 Current assets:
Trade receivables 10.271 10.271 Other current assets 1.726 1.726 Fiscal receivables 6 6 Liquid availability and csh equivalents 1.105 1.105
Total current assets 13.107 13.107
Non- current assets alloted to sale
Total assets 14.086 14.154
Non-current liabilities
Risks and costs fund 5 5 Severnce inemnity 18 17 Other non-current liabilities 365 477
Deferred tax liabilities 0 301
Total non-current liabilities 388 801 Current liabilities
Banks and loans payables 1.791 1.791 Trade payables 10.236 10.236 Other current liabilities 506 506 Financial current liabilities 962 962 Total current liabilities 13.495 13.495 Liabilities associated to non current activities alloted to sale
Total liabilities 13.883 14.296
Total assets/liabilities of acquired company 203 -141
Shareholders' equity of other
Goodwill from the acquisition 1.538
Total cost of the acquisition 1.397
Net liquidity of branch company 1.105
Payments 1.397
expert showed the existence of an intangible asset with a useful life defined representative of the value of the contracts acquired with the customers and of the relations with the client established by those contracts, equal to euro 5.353 thousands (from here on “customer list sale branch”), on which it was also inscribed the correspondent effect of deferred taxation. The directors believed prudential to consider for this type of intangible asset an useful life equal to 10 years.
The company merger has been temporarily accounted as of 31 December 2009, according to the dispositions of the international accounting standard IFRS 3.62. in particular, the fair value temporarily assigned to the identifiable assets and liabilities of Pasubio Servizi S.r.l. Unipersonale as of 31 December 2009 is the following:
The residual surplus value has been reported under goodwill in relation to the acquisition of the gas sales activity of the company Pasubio Servizi S.r.l. Unipersonale for an amount equal to Euro 16.283 thousands.
Assets/liabilities acquired with the purchase of 100% holdings in Pasubio Servizi S.r.l. Unipersonale
Book value Fair value
recorded on acquisition
Non-curent assets
Goodwill 246
Other intangible assets 13 5.358 Tangible assets 8 8 Deferred taxes 315 318 Total non-current assets 582 5.683 Current assets:
Trade receivables 13.711 13.711 Other current assets 15 15 Fiscal receivables 252 252 Liquid availability and csh equivalents 2.244 2.244
Total current assets 16.222 16.222
Total assets 16.804 21.905
Non-current liabilities
Severnce inemnity 39 36 Other non-current liabilities 1.826 1.826
Deferred tax liabilities 0 1.689
Total non-current liabilities 1.865 3.550 Current liabilities
Trade payables 3.439 3.439 fiscal payables 445 445 Other current liabilities 7.700 7.700 Total current liabilities 11.584 11.584
Total liabilities 13.449 15.134
Total assets/liabilities of acquired company 3.356 6.771
Goodwill from the acquisition 16.283
Total cost of the acquisition 23.054
Net liquidity of branch company 2.244
Payments 23.054
Acquisition of the holding in Specchiano S.r.l.
On 3 September 2009, the Ascopiave S.p.A. subsidiary company Asco Energy S.r.l. acquired 50% of the holdings of Specchiano S.r.l. (which has legal headquarters in Pieve di Soligo, in the province of Treviso and works in the production of electric energy from photovoltaic plants in the province of Bari) at the agreed price of Euro 5 thousands. The company merger, temporarily accounted as of 31 December 2009 according to the dispositions of the international accounting standard IFRS 3.62, didn’t present any type of differences of value as compared to the quote of net equity acquired.
Constitution of the holding in Serin S.r.l.
On 2 October 2009, the Ascopiave S.p.A. subsidiary company Asco Energy S.r.l. with a quote equal to 50% constituted the company Serin S.r.l. (which has legal headquarter in Corato, in the province of Bari and is active in the production of electric energy from photovoltaic plants in the province of Bari). The company merger, temporarily accounted as of 31 December 2009 according to the dispositions of the international accounting standard IFRS 3.62, didn’t present any type of differences of value as compared to the quote of net equity acquired.