Universal Registration Document 2024
FINANCIAL INFORMATION 6
GROUPE ADP CONSOLIDATED FINANCIAL STATEMENTS AS OF 31 DECEMBER 2024
The three components of a business are: u a set of inputs; u processes applied to these inputs; u the whole having the capacity to generate or contribute to generate outputs. All business combinations are accounted for according to the acquisition method in accordance with IFRS 3. This method consists in assessing the fair value of the identifiable assets and liabilities of acquire at the acquisition date. The difference between the acquisition price and the share acquired in the fair value of the net identifiable assets and liabilities is recognised: u in balance sheet, as goodwill (assets) if this difference is positive; u in the income statement as an "Other operating income" if this difference is negative. Non-controlling interests may be valued either at fair value (full goodwill method) or at their share in the fair value of the net assets of the acquired company (partial goodwill method). In accordance with IFRS 3, the decision is made individually for each transaction. For minority puts,, the related non-controlling interests are reclassified to liabilities. The related liability is measured initially at the present value of the exercise price. Subsequent changes in liability's measurement is recognised in equity share of the Group. The profit or loss of the subsidiary in question is then divided between the portions attributable to owners of the parent and to non controlling interests. After the business combination, subsequent changes in interests that do not modify the control over the acquired entity are considered as a transaction between shareholders and are accounted for directly in equity. TAV Airports Groupe ADP holds 46.12% of the share capital of TAV Airports. TAV Airports is a leading airport operator in Turkey and manages directly 14 airports worldwide: Ankara Esenboga, Izmir Adnan Menderes, Alanya Gazipasa, and Milas-Bodrum, Tbilissi and Batumi in Georgia, Monastir and Enfidha in Tunisia, Skopje and Ohrid in the Republic of Macedonia, Almaty in Kazakhstan, Médine in Saudi Arabia and Zagreb Airport along with ADP International. TAV Airports also conducts business in related areas of airport operations including duty free, catering, ground handling services, information technologies, security and operation services. TAV Airports also manage the commercial areas and services at Riga international Airport in Latvia. With a presence along the entire airport services value chain, the Group's integrated business model is pivotal to its performance and economic success. TAV is present at the new Istanbul (IGA) airport via its services companies TGS, Havas, ATU, and BTA. Groupe ADP exercises de facto control over TAV Airports and therefore fully consolidates its stake. Taking into account the number of shares held by Groupe ADP, the diffuse ownership structure and the participation rate of
non-controlling interests in shareholders' meetings, Groupe ADP has the majority of voting rights in TAV Airports. In addition, the terms of the shareholders' agreement provide Groupe ADP with the power to dismiss members of the Board of directors and appoint new members. GMR Airports Groupe ADP exercises significant influence and includes the financial statements of GMR Airports (company formed from the merger with GAL, which was previously equity-accounted, and GIL, the listed holding company) under the equity method. Through a shareholders’ agreement, Groupe ADP has extensive governance rights over GMR Airports, similar to those previously held in GAL. Many decisions within GMR Airports require the joint approval of Groupe ADP and GMR Enterprise Private Lrd (GEPL, main shareholder of GMR Airports): the number of directors appointed by Groupe ADP and "GEPL" is identical. However, in the event of a tied vote, the Chairman of the Board of Directors has the casting vote on key decisions such as those relating to the business plan, which justifies the fact that Groupe ADP only has a significant influence over the entity. Besides, in case of disagreement over the business plan, Groupe ADP has a put option on its shares that can be exercised under certain conditions. For a detailed presentation of GMR Airports see note 4.9 and for the merger between GAL and GIL, see note 2. Sociedad Concesionaria Nuevo Pudahuel Groupe ADP, through its subsidiary ADP International owned at 100%, exercises a joint control over the concession entity Nuevo Pudahuel jointly with Vinci Airports and accounts for Nuevo Pudahuel under the equity method. For a detailed presentation of Sociedad Concesionaria Nuevo Pudahuel see note 4.9. The relevant decisions within Nuevo Pudahuel must be taken collectively by ADP International and Vinci Airports: decisions by the shareholders' meeting require a minimum of 76% of voting rights, and those by the Board of Directors must be approved jointly by ADP International and Vinci Airports. Extime Duty Free Paris As part of the roll-out of hospitality and retail brand, Extime, Groupe ADP launched a public consultation on its Duty Free & Retail activities for Paris-Charles de Gaulle and Paris-Orly airports. Lagardère Travel Retail was chosen to become Groupe ADP’s partner in Extime Duty Free Paris. This joint venture is 51%-owned by Groupe ADP and 49%-owned by Lagardère Travel Retail. Groupe ADP exercises control from an accounting perspective over Extime Duty Free Paris and therefore fully consolidates its stake. Groupe ADP (i) appoints the Chairman of the company, who has double voting rights, to take certain key decisions on the Extime Duty Free Paris Board of Directors, and (ii) also holds a call option on the Extime Duty Free Paris shares held by the partner in the event of a deadlock.
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UNIVERSAL REGISTRATION DOCUMENT 2024 w AÉROPORTS DE PARIS
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