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4.1 CONSOLIDATED FINANCIAL STATEMENTS AND NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note 3. Non-controlling interests and related liabilities
DANONE
REGISTRATION DOCUMENT 2015
85
Note 3.2. Main companies in terms of net income and consolidated net assets, fully consolidated
but not fully-owned
Ownership percentage of non-controlling interests as of December 31
(in percentage)
Notes
Division
Country Listingmarket
(a)
2014
2015
Danone-Unimilk group
(b)
3.3
Fresh Dairy
Products
CIS
49.1%
29.1%
Danone Spain
(c)
3.4
Fresh Dairy
Products
Spain
23.1%
7.6%
Centrale Danone
(d)
3.5
Fresh Dairy
Products
Morocco Casablanca
9.1%
4.1%
(a) If the company is listed.
(b) As of December 31, 2015, the non-controlling interests in that group's parent company had three representatives on the company's board of directors
(out of a total of seven).
(c) As of December 31, 2015, the non-controlling interests in the company had one representative on the company's board of directors (out of a total of four).
(d) Since 2014, the non-controlling interests no longer have a representative on the company's board of directors.
Each of these companies operates the Group's Fresh Dairy Products
activities in a given country or group of countries.
As of December 31, 2015, the Group'smain commitments towards the
minority shareholders concern current debt, that either constitutes
borrowings or relates to put options on their residual interest, and
described hereafter.
Lastly, in 2015 as in 2014, the non-controlling interests' share in
these companies did not exceed 5% of the Group's net sales or
assets and liabilities (excluding liabilities related to put options),
which is deemed to be not material.
Note 3.3. Transactions relating to non-controlling interests in the Danone-Unimilk group
(Fresh Dairy Products, CIS)
Some minority shareholders in the Danone-Unimilk group exer-
cised their put option representing 42.0% of the company's share
capital, In respect of 22% the exercise is subject to the approval of
the competition authorities. Following this transaction, Danone will
own 92.9% of the group.
As of December 31, 2015, Danone held 70.9%of the share capital of the
Danone-Unimilk group and had recognized a liability of €284 million
in current financial debt, corresponding to the amount that it will
still have to pay to the minority shareholders if the acquisition, by
Danone, of the remaining 22% interest is approved.
The transaction was approved and finalized in January 2016.
Note 3.4. Transactions relating to non-controlling interests in Danone Spain
(Fresh Dairy Products, Spain)
Since 2012, the Group had discussed with Danone Spain's non-
controlling shareholders the terms and conditions of these put
options, especially in light of Southern Europe's deteriorating
economy and its significant impact on Danone Spain.
As a reminder of the background, non-controlling shareholders
representing around 15% of Danone Spain's share capital exercised
their put options in 2013. The Group contested those exercises and
invited the shareholders concerned to continue the process of
renegotiation of their put options' terms and conditions. During the
first six months of 2013, these non-controlling shareholders opted
not to continue the discussion process and initiated proceedings
against the Group for the purpose of execution of their put options
before an arbitration tribunal.
Transactions during 2015
The arbitration panels petitioned by these holders of put options
issued their rulings in December 2014 and February 2015. Following
these decisions, in early 2015 the Group purchased in exchange for
cash 2,581,030 shares in Danone Spain. For the shares subject to
put options, the Group paid an amount below the carrying value as of
December 31, 2014 of the related liabilities, the difference between
the price paid and said carrying value having been recognized in the
Group's share of the consolidated equity. The Group also acquired
shares that were not the subject of put options. The shares purchased
through this transaction represent in total approximately 15.7% of
Danone Spain's share capital, thereby bringing the Group's overall
equity interest in the company to 92.4% as of December 31, 2015.
In addition, since the settlement terms of put options representing
7.3% of Danone Spain's share capital had been amended, the related
debt is now classified within current financial debt.
Transactions during 2014
In 2014, the Group did not carry out any transactions relating to
Danone Spain's non-controlling interests.