Other changes in scope relate mainly to legal restructuring within the Group.
| 31/12/2021 | 31/12/2020 | |||||
|---|---|---|---|---|---|---|
| (number of companies) | Total | France | Foreign | Total | France | Foreign |
| Controlled companies | 2,643 | 1,179 | 1,464 | 2,052 | 1,106 | 946 |
| Joint ventures (*) | 181 | 101 | 80 | 162 | 102 | 60 |
| Associates (*) | 94 | 18 | 76 | 39 | 19 | 20 |
| Total | 2,918 | 1,298 | 1,620 | 2,253 | 1,227 | 1,026 |
(*) Entities accounted for under the equity method.
On 31 December 2021, VINCI bought all shares in ACS’s energy division (Cobra IS), in accordance with the agreement announced on 1 April 2021. The purchase price of €4.9 billion, which was financed entirely from VINCI’s available cash, equates to an enterprise value of €4.2 billion, plus €700 million relating to cash held by the new unit and various adjustments.
ACS will also receive an additional €20 million for each half gigawatt (GW) of renewable power capacity added by ready-to-build projects developed by Cobra IS over a period not exceeding eight and a half years from 31 December 2021, up to a limit of 15 GW, representing a maximum contingent payment of €600 million. This earn-out arrangement has been recognised on the balance sheet in a provisional amount based on the work of an external evaluator, which was carried out using information available on the date control was acquired.
The amounts presented in the table below are taken from Cobra IS’s consolidated financial statements, prepared in accordance with IFRSs and related interpretations as adopted by the European Union at 31 December 2021. They have undergone a limited review by the Group’s statutory auditors.
The main adjustments made to figures for 2021 are intended to harmonise the presentation of Cobra IS’s financial statements with that of VINCI’s financial statements. Work to harmonise accounting policies and to determine the fair values of the main assets, liabilities and contingent liabilities was under way at the accounts closing date and will be completed within 12 months of the date control was acquired.
Certain assets acquired in the transaction needing to be sold in 2022 were reclassified as assets held for sale, in the net amount of €354 million. They are disclosed as a separate line item on the balance sheet. Information relating to the recognition and measurement of these assets is set out in Note O, “Other consolidation rules and methods”.
The preliminary allocation of the Cobra IS purchase price to assets and liabilities acquired at the date VINCI took control is as follows:
| (in € millions) | Cobra IS |
|---|---|
| Intangible assets |
Intangible assets Cobra IS254 |
| Property, plant and equipment |
Property, plant and equipment Cobra IS264 |
| Investments in companies accounted for under the equity method and other non-current financial assets |
Investments in companies accounted for under the equity method and other non-current financial assets Cobra IS76 |
| Other operating assets/(liabilities) - Operating WCR |
Other operating assets/(liabilities) - Operating WCR Cobra IS(821) |
| Other current and non-current assets/(liabilities) |
Other current and non-current assets/(liabilities) Cobra IS(364) |
| Deferred tax assets/(liabilities) |
Deferred tax assets/(liabilities) Cobra IS200 |
| Net financial surplus |
Net financial surplus Cobra IS676 |
| of which cash and cash equivalents | of which cash and cash equivalentsCobra IS1,291 |
| of which other financial debt items | of which other financial debt itemsCobra IS(615) |
| Assets/(liabilities) held for sale |
Assets/(liabilities) held for sale Cobra IS354 |
| Equity - Non-controlling interests |
Equity - Non-controlling interests Cobra IS(36) |
| Net assets acquired | Net assets acquiredCobra IS603 |
| Purchase price (including estimated earn-out) | Purchase price (including estimated earn-out)Cobra IS5,132 |
| Provisional goodwill | Provisional goodwillCobra IS4,529 |
Provisional goodwill, determined in the manner set out above, represents the future economic benefits that VINCI expects to derive from the acquisition of Cobra IS. Goodwill arises from the expected growth in Cobra IS’s business, especially in the development of renewable energy concessions (solar PV and wind) and the completion of EPC (engineering, procurement and construction) projects in the energy sector.
In 2021 as a whole, Cobra IS’s revenue was €4.7 billion and its net income was €0.4 billion (unaudited figures). Given the date of its acquisition by VINCI, no cash flows have been recognised in the Group’s consolidated income statement for 2021.
