2. Marco teórico
2.4. Las colocaciones verbo-nominales desde la perspectiva de Margarita Alonso Ramos
2.4.4. Papel de las funciones léxicas para el estudio de las colocaciones
27p22 The subsidiary Company XII has a year end of 30 November 2009 that differs from that of the
27p23 Group. This subsidiary is included in the consolidated financial statements on the basis of
27p41(c) financial statements made up for the 12 months to 30 November, adjusted for changes in the period from 1 December to 31 December 2009 that materially affected its results.
The subsidiary Company XV has a year end that differs from that of the group and the financial statements are made up to 30 June annually to comply with local regulations. For consolidation purposes, the subsidiary prepared additional financial information as of 31 December 2009.
Besides the parent bank, the consolidated financial statements include 37 subsidiaries (2008: 29) in which ABC Bank Holdings directly or indirectly holds more than 50% of the voting rights or exercises control. Of these, 23 have their registered offices in the same country as the parent company (2008: 18) and 14 elsewhere (2008: 11).
27p41(b) However, five entities in which the Group owns 50% or more of the voting rights are not included as subsidiaries, as it is considered that the Group does not have the capacity to govern their financial and operating policies and accordingly is not able to exercise control over them in order to benefit from their activities. These are accounted for in accordance with IAS 28 using the equity method.
In addition, one entity in which the Group holds less than 50% of the voting rights is accounted for as a subsidiary based on the judgement that the Group has the power to appoint or remove the majority of the members of the board of directors and hence controls this entity.
27p41(d) There are no significant restrictions that restrict the ability of the subsidiaries to transfer funds to the Group in the form of cash dividends, or repayment of loans or advances.
In 2009, the Group has interests in six special purpose entities, of which in substance, it controls four. These are fully consolidated.
Due to the ongoing situation in the credit markets, declined asset values and the resulting liquidity crisis, the bank provided funding support to one SPE during Quarter 2 2009 by purchasing its commercial paper and assets such that the bank now holds the majority of exposure to the SPE. As a result the entity was consolidated. The effect of consolidation of this SPE is not material and is included in the overview of the new included entities (see Note 55).
Note: Disclosure of list of subsidiaries
According to national legislation companies may be obliged to disclose information about all consolidated subsidiaries and associated companies. For example the 7th EU Directive (1983LO349) requires companies in the EU to set out information of the names and registered offices of undertakings as follows
Subsidiaries (consolidated) Company Country of registration or incorporation Industry Voting interest in % Ownership interest in %
Company III Germany Banking 100.00 100.00
Company IV US Banking 100.00 100.00
Company V US Banking 100.00 100.00
Company VI Germany Real estate 100.00 100.00 Company VII Germany Real estate 100.00 100.00 Company IX Japan Banking 100.00 100.00 Company X Singapore Banking 100.00 100.00 Company XI Germany Banking 100.00 100.00 Company XII Italy Banking 100.00 100.00 Company XIII Germany Banking 100.00 100.00 Company XIV Poland Banking 100.00 100.00 Company XV Ireland
Investment
management 100.00 100.00 Company XVI Germany Banking 100.00 100.00 Company XVII Germany Real estate 100.00 100.00 Company XVIII Cayman Islands Securitisation 20.00 60.00 Company XIX Germany Banking 100.00 100.00 Company XX Cayman Islands Securitisation 100.00 100.00 Company XXI Germany Real estate 100.00 100.00 Company XXII Germany Banking 40.00 40.00 Company XXIII Cayman Islands Securitisation 100.00 – Company XXIV Germany Banking 100.00 100.00 Company XXV Germany Holding company 100.00 100.00 Company XXVI US Securities dealing 100.00 100.00 Company XXVII Canada Banking 100.00 100.00 Company XXVIII Germany Real estate 100.00 100.00 Company XXIX Germany Banking 100.00 100.00 Company XXX Germany Banking 100.00 100.00 Company XXXI USA Investment management 51.00 51.00 Company XXXII Germany Banking 100.00 100.00 Company XXXIII Luxembourg Banking 100.00 100.00 Company XXXIV Germany Banking 98.00 98.00 Company XXXV Germany
Investment
management 100.00 100.00 Company XXXVI United Kingdom
Investment
management 96.77 96.77 Company XXXVII Spain Real estate 100.00 100.00 Company XXXVIII Spain Real estate 100.00 100.00 Company XXXIX Spain Real estate 100.00 100.00 Company XXXX Jersey Securitisation – 40
Unconsolidated entities in which the Group holds more than 50% of the voting rights Company Country of registration or incorporation Industry Voting interest in % Ownership interest in %
Company XXXXI China Banking 60.00 60.00 Company XXXXII Russia Banking 51.00 51.00 Company XXXXIII Germany Banking 100.00 100.00 Company XXXXIV Indonesia Banking 100.00 100.00 Company XXXXV South Africa Banking 100.00 100.00
28p37 Associates accounted for using the equity method Company Country of registration or incorporation Industry Voting interest in % Ownership interest in %
Company XXXXVI Germany Banking 40.00 40.00 Company XXXXVII Germany Banking 40.00 40.00 Company XXXXVIII Germany Banking 40.00 40.00 Company XXXXIX Ukraine Banking 40.00 40.00 Company L Germany Banking 40.00 40.00 Company LI France Banking 40.00 40.00 Company LII Switzerland Investment management 40.00 40.00 Company LIII Germany Banking 35.00 35.00 Company LIV Germany Banking 35.00 35.00 Company LV Belgium Banking 35.00 35.00 Company LVI Germany Real estate 33.00 33.00 Company LVII Netherlands Banking 33.00 33.00 Company LVIII Austria Banking 33.00 33.00 Company LIX Germany Banking 33.00 33.00 Company LX Germany Insurance 33.00 33.00 Company LXI Germany Insurance 33.00 33.00 Company LXII Germany Real estate 33.00 33.00 Company LXIII Germany Real estate 25.00 25.00 Company LXIV Germany Real estate 25.00 25.00 Company LXV Germany Real estate 25.00 25.00 Company LXVI Germany Real estate 25.00 25.00 Company LXVII Germany Real estate 25.00 25.00 Company LXVIII Germany Real estate 25.00 25.00 Company LXIX Germany Real estate 25.00 25.00 Company LXX Germany Real estate 25.00 25.00 Company LXXI Germany Real estate 25.00 25.00 Company LXXII Germany Real estate 25.00 25.00 Company LXXIII Germany Real estate 25.00 25.00 Company LXXIV Germany Real estate 25.00 25.00 Company LXXV Germany Real estate 25.00 25.00 Company LXXVI Germany Real estate 25.00 25.00 Company LXXVII Germany Real estate 25.00 25.00 Company LXXVIII Germany Real estate 25.00 25.00 Company LXXIX Germany Real estate 25.00 25.00 Company LXXX Germany Real estate 25.00 25.00 Company LXXXI Germany Real estate 20.00 20.00
Associates accounted for using the equity method (continued) Company Country of registration or incorporation Industry Voting interest in % Ownership interest in %
Company LXXXII Germany Real estate 20.00 20.00 Company LXXXIII Germany Real estate 20.00 20.00 Company LXXXIV Germany Real estate 20.00 20.00 Company LXXXV Germany Real estate 20.00 20.00 Company LXXXVI Germany Real estate 20.00 20.00 Company LXXXVII Germany Real estate 20.00 20.00
31p56 Joint ventures
Company
Country of registration
or incorporation Industry interest in %Voting interest in %Ownership
Company LXXXVII Germany Real estate 40.00 40.00 Company LXXXVII Germany Real estate 33.33 33.33
Note: Publication of holdings
According to national legislation companies may be obliged to publish their financial statements in a form that is publicly available, for example in Germany, the Federal Gazette.
55 Acquisitions and disposals
IFRS3p66(a) (a) Acquisition
IFRS3p67(a-c) On 1 March 2009, the Group acquired 100% of the share capital of the Company XXXIII. It is a
IFRS3p70(a-b) small finance company that is based in Luxembourg. The acquired company contributed profit
IFRS3p67(i) of C1 to the Group for the period from 1 March to 31 December 2009. If the acquisition had occurred on 1 January 2009, group profit before allocations would have been C452 and net interest income would have been C1,794.
Details of net assets acquired and goodwill are as follows:
2009
Purchase consideration:
– Cash paid 286
– Direct costs relating to the acquisition 2
IFRS3p67(f) The details of the fair value of the assets and liabilities acquired and goodwill arising are as follows:
Fair
value Acquiree’s carrying amount
Cash and cash equivalents 9 9
Loans and advances to customers 110 88
Other assets 216 210 Due to customers (67) (78) Other liabilities (19) (19) Fair value of net assets 249 210 Goodwill 39 IFRS3p67(d) Total purchase consideration paid 288
Purchase consideration settled in cash 288
7p40(c) Cash and cash equivalents in subsidiary acquired (9)
Cash outflow on acquisition 279
IFRS3p67(h) The goodwill is attributable to the high profitability of the acquired business and the significant synergies expected to arise. Fair value of assets and liabilities acquired are based on discounted cash flow models.
No acquisition provisions were created.
Note: IFRS (revised)
IFRS 3 (revised) is prospectively applicable for periods beginning on or after 1 July 2009 and may be early adopted from periods beginning on or after 1 June 2007. See Appendix II for disclosure of business combinations in accordance with IFRS 3 (eevised).
(b) Disposals
On 31 March 2009, the Group disposed of 100% of the share capital of its subsidiary in Griechenland.
The subsidiary operated in the retail banking segment and contributed profit of C2 to the Group for the period from 1 January 2009 to 31 March 2009 (C14 for the period from 1 January 2008 to 31 December 2008).
7p40(d) The details of assets and liabilities disposed and the disposal consideration are as follows:
Cash and cash equivalents 10
Due from other banks 38
Loans and advances to customers 88
Due to other banks (31)
Due to customers (65)
Other liabilities (4)
Net assets 36
7p40(a-b) Proceeds from sale (discharged by cash) 52 Less: cash and cash equivalents in subsidiary sold (10)
IFRS 3p67 (a-c) The following table shows the new consolidated entities in 2009: Company Country of registration or incorporation Industry Acquisition date Voting interest in % Ownership interest in %
Company XXX Germany Banking 5 May 100.00 100.00 Company XXXI USA
Investment
management 28 March 51.00 51.00 Company XXXII Germany Banking 18 February 100.00 100.00 Company XXXIII Luxemburg Banking 1 March 100.00 100.00 Company XXXIV Germany Banking 22 March 98.00 98.00 Company XXXV Germany Investment management 2 January 100.00 100.00 Company XXXVI United Kingdom Investment management 10 April 96.77 96.77 Company XXXVII Spain Real estate 15 March 100.00 100.00 Company XXXVIII Spain Real estate 15 March 100.00 100.00 Company XXXIX Spain Real estate 15 March 100.00 100.00 Company XXXX Jersey Securitisation 1 February – 40 In addition to the disposal of Company VIII, the Group completed the sale of Company I and Company II on 2 February 2009. The subsidiaries operated in the retail banking segment and contributed profit of C1 to the Group for the period from 1 January 2009 to 2 February 2009 (C2 for the period from 1 January 2008 to 31 December 2008).
7p40(d) The details of assets and liabilities disposed and the disposal consideration are as follows:
Cash and cash equivalents 2
Due from other banks 8
Loans and advances to customers 14
Due to other banks (6)
Due to customers (10)
Other liabilities (2)
Net assets 6
7p40(a-b) Proceeds from sale (discharged by cash) 6
7p40(e) Less: cash and cash equivalents in subsidiary sold (2)