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Registration Document 2016

/

INGENICO GROUP

/

199

Parent company financial statements at December 31, 2016

6

6.4 Notes to the parent company financial statements

6.4

Notes to the parent company financial statements

NOTE 1

Major events of the period

NOTE 1 Major events of the period 199 NOTE 2 Subsequent events 201 NOTE 3 Accounting principles and methods 201 NOTE 4 Changes in non-current assets and depreciation and amortization 205 NOTE 5 Equity interests 207 NOTE 6 Receivables 209 NOTE 7 Short-term investments 209 NOTE 8 Changes in shareholders’ equity and treasury shares 209 NOTE 9 Provisions and impairments 211 NOTE 10 Bank borrowings and debt and other bond issues 212 NOTE 11 Liabilities 213 NOTE 12 Accrued income and charges 213 NOTE 13 Breakdown of revenue 214 NOTE 14 Average workforce 214 NOTE 15 Capitalized research and development costs 214 NOTE 16 Net financial income 215 NOTE 17 Net non-recurring income 216 NOTE 18 Corporate income taxes 216 NOTE 19 Executive compensation 217 NOTE 20 Audit fees 217 NOTE 21 Off-balance sheet commitments 218

Index for the notes to the parent company financial statements

Organization and subsidiarization

Partial transfer of assets

Ingenico Group SA underwent subsidiarization

via

three partial

transfers of assets, in accordance with French demerger laws,

to Ingenico France SAS, Ingenico Terminals SAS and Business

Support SAS.

The effective legal, accounting and fiscal date of this transaction

was May 1, 2016.

The purpose of this transaction was to align the legal

organization of Ingenico with its operational and strategic

organization, and to streamline the financial and accounting

management of its activities.

The reading of Ingenico Group SA’s financial statements for the

year ended December 31, 2016, should take into consideration

the impacts of these partial asset transfers, particularly when

comparing the accounting items with those of the previous year.

Ingenico Group SA, which became the parent company

responsible for, among other things, defining the overall

strategy, made transfers to:

Ingenico France SAS

, the complete and autonomous

subsidiary responsible for Ingenico Group’s distribution

activities in France and export activities from France,

including the ownership and management of the Axis

platform.

In line with the provisions of ANC regulation 2014-03 of

June 5, 2014, the transfer of these assets was completed

based on the net carrying amount of the transferred

assets and liabilities as shown in the Ingenico Group

parent company financial statements for the year ended

December 31, 2015, as estimated at the effective date.

To determine the consideration for the assets transferred

to Ingenico France SAS, the parties jointly agreed on the

number of new shares to be issued by Ingenico France

SAS for the benefit of Ingenico Group SA based on the net

carrying amount in accordance with tax instruction BOFIP

BOI-IS-FUS-30-20 of September 12, 2012.

In consideration for the transfer of assets, Ingenico France

SAS carried out a capital increase of €83,460,375 through

the issuance of 166,920,750 new fully paid-up shares, with

a par value of €0.50 each. Following the capital increase,

Ingenico Group SA holds 100% of Ingenico France SAS.

The transaction is subject to the preferential regime specified

in Articles 210 A

et seq

. of the French General Tax Code. Prior

approval was obtained for this transfer from the Bureau des

agréments et rescrits (office of advance tax approvals and

rulings) within the Direction générale des finances publiques

(French general directorate of public finances);

Ingenico Terminals SAS

, the complete and autonomous

subsidiary responsible for research and development,

product development, planning and procurement, and

terminal sales to distribution subsidiaries.