2022 Universal Registration Document

In 2022 as a whole, it is estimated that these companies together generated revenue of €63 million and net income of €6 million (unaudited figures).

VINCI Highways also increased its stake in Lusoponte, which is the concession company for bridges over the river Tagus in Lisbon, to 49.5%. This transaction had no impact on the Group’s level of control, and Lusoponte is still accounted for under the equity method.

Demerger of DEME from its parent company CFE

On 29 June 2022, CFE’s shareholders approved a demerger resulting in two separate listed companies: DEME (dredging and marine works) and CFE (construction, multitechnics and property development). Shares in DEME were issued to CFE shareholders in proportion to their existing shareholdings, and were admitted for trading on Euronext Brussels on 30 June 2022. Following that transaction, VINCI owns a 12.11% stake in CFE and a 12.11% stake in DEME and retains significant influence over both companies.

2. Changes in consolidation scope in previous periods

The main transaction in 2021 was VINCI’s purchase of all shares in ACS’s energy business (Cobra IS) on 31 December 2021. The price of the transaction (including the earn-out) was €5.2 billion.

ACS will receive a €20 million earn-out payment 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. A liability corresponding to the fair value of this earn-out at the acquisition date was recognised, based on work done by an external evaluator. The liability is remeasured at each closing date in line with the actual development of projects.

In accordance with IFRS 3 and with the assistance of an independent evaluator, the Group finalised the allocation of the purchase price by measuring identifiable assets and liabilities at fair value at the date of acquisition of control. The main intangible assets measured and recognised are:

• the business line’s brands, including the Cobra brand, which were given a value of €115 million and are being amortised over periods ranging from 5 to 20 years;
• the backlog, which was given a value of €250 million, amortised over a period of between 2 and 3 years;
• customer relationships, which were given a value of €470 million, amortised over a period of 16 years.

Certain assets acquired in the transaction and needing to be sold were reclassified as assets held for sale in the net amount of €354 million at 31 December 2021, and are presented on the balance sheet on a separate line item. At 31 December 2022, some of those assets, in a net amount of €299 million, had not been sold and were still being held with a view to selling them in the near future. Accordingly, they were still classified as assets held for sale at 31 December 2022. Information relating to the recognition and measurement of these assets is set out in Note O, “Other consolidation rules and methods”.

The final goodwill amount (€4.2 billion at 31 December 2022) represents the expected growth in Cobra IS’s business, especially in the development of renewable energy assets (solar PV and wind) and the completion of EPC (engineering, procurement and construction) projects in the energy sector.

The table below sets out the final allocation of the price paid by VINCI at 31 December 2021, which was the date on which it took control of Cobra IS. Comparative consolidated balance sheet figures for 2021 and any related information in the Notes to the consolidated financial statements (where applicable) have been adjusted for the impact of this final purchase price allocation.

Other acquisitions in 2021 were not material with respect to consolidated Group figures.