Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
142
Business Combinations
Daler-Rowney Lukas Group
On February 3, 2016, F.I.L.A. S.p.A. acquired 100% of the entire share capital - comprising “ordinary
shares” and “preference shares” - of Renoir Topco Limited, the holding company of the Daler-
Rowney Lukas Group, held by the private equity fund Electra Partners
LLP and the management team
of Daler-Rowney.
From February 3, 2016, the companies of the English Group were consolidated in the financial
statements of the F.I.L.A. S.p.A. Group under the “line by line” method and at December 31, 2016
contributed to the result only the profits/loss for the period between February 3, 2016 and December
31, 2016.
The acquisition of the entire share capital of Renoir Topco Limited involved total consideration of
Euro 80.8 million, of which Euro 2.6 million as payment for the “ordinary shares”, Euro 12.7 million
as payment for the “preference shares” and Euro 65.5 million for redemption of the Loan Notes held
by the sellers, in addition to the price adjustment of Euro 0.3 million in March 2016, in accordance
with the purchase contract.
F.I.L.A. S.p.A. incurred costs related to the acquisition of Euro 2.4 million for legal expenses and due
diligence costs. These costs were included in the “Services and Rent, Leases and Similar costs”
account of the condensed statement of comprehensive income.
F.I.L.A. S.p.A. utilised a leading consultancy firm for application of the “Purchase Price Allocation”
method for the Business Combination involving the Daler-Rowney Lukas Group. The allocation of
the purchase value of the Group concluded by December 31, 2016 and resulted in goodwill of Euro
3,520 thousand.
A
16,751
B
1,084
(C) = (A - B)
15,667
D
12,147
C - D
3,520
Value of F.I.L.A. S.p.A Investment in Daler & Rowney Lukas Group
Consultancy charges capitalised in F.I.L.A. S.p.A. separate financial statements and expensed in consolidated financial statements
Acquisition price of investment net of consultancy charges (
Fair Value )
Value of Equity of Daler & Rowney Lukas Group
Differential between the purchase amount of the investment and the net carrying amount of the Daler-Rowney Lukas
Group (Goodwill) at February 3, 2016
Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
143
The goodwill deriving from the acquisition principally concerns the skills and know-how of the
personnel of the acquired group, in addition to synergies from the integration of the company
acquired.
The value of the assets and liabilities of the Daler-Rowney Lukas Group at the acquisition date was as
follows:
Euro thousands
Fair Value
at February 3, 2016
Assets
130,365
Non-Current Assets
86,454
Intangible Assets
70,784
Property, Plant and Equipment
12,839
Non-Current Financial Assets
589
Deferred Tax Assets
2,242
Current Assets
43,911
Current Financial Assets
1,041
Current Tax Assets
23
Inventories
23,520
Trade and Other Receivables
16,147
Cash and Cash Equivalents
3,181
Non-Current and Current Assets Held-for-Sale
0
Liabilities and Equity
130,365
Equity
12,147
Non-Current Liabilities
13,435
Non-Current Financial Liabilities
19
Employee Benefits
57
Deferred Tax Liabilities
13,359
Current Liabilities
104,783
Current Financial Liabilities
90,955
Provisions for Risks and Charges
670
Current Tax Payables
82
Trade and Other Payables
13,075
Non-Current and Current Assets Held-for-Sale
0
Note: The figures are converted at the exchange rate at February 3, 2016.
As per IFRS 3, “Core Business Revenue” and the “Result for the year” of the companies acquired -
which contributed to the F.I.L.A. Group consolidated financial statements from their acquisition
date to
December 31, 2016 - in addition to the relative pro forma figures for the entire year, are reported
below.
Consolidated Financial Statements of the F.I.L.A. Group
Separate Financial Statements of F.I.L.A. S.p.A.
144
Euro thousands
2016
2016
Proforma
Core Business Revenue
72,595
77,930
Net Profit/(loss)
1,984
(247)
St. Cuthberts Holding Limited
On September 14, 2016, F.I.L.A. S.p.A. completed the full acquisition of St. Cuthberts Holding
Limited, the parent company of St. Cuthberts Mill Limited, a highly-renowned English paper mill
located in the South-East of England and involved in the production of high quality artist’s papers.
From the acquisition date, the companies were consolidated in the financial statements of the F.I.L.A.
S.p.A. Group under the “line by line” method and at December 31, 2016 contributed to the result only
the profits/loss for the period between September 14, 2016 and December 31, 2016.
F.I.L.A. S.p.A. incurred costs related to the acquisition of Euro 405 thousand for legal expenses and
due diligence costs. These costs were included in the “Services and Rent, Leases and Similar costs”
account of the condensed statement of comprehensive income.
The economic value of the operation is GBP 5.4 million (Euro 6.4 million). F.I.L.A. S.p.A. utilised a
leading consultancy firm for application of the “Purchase Price Allocation” method for the Business
Combination involving St. Cuthberts Holding Ltd. The allocation of the purchase value of the
company concluded by December 31, 2016 and resulted in goodwill of Euro 1,323 thousand.
A
6,727
B
346
(C) = (A - B)
6,381
D
5,058
C - D
1,323
Value of F.I.L.A. S.p.A investment in St. Cuthbert Holding Limited (UK)
Consultancy charges capitalised in F.I.L.A. S.p.A. separate fin. stats. & expensed in consol. fin. stats.
Acquisition price of investment net of consultancy charges (
Fair Value )
Value of Equity of St. Cuthbert Holding Limited (UK)
Differential between acquisition value of the investment and net carrying amount of St. Cuthbert Holding
Limited (UK) (Goodwill) at September 14, 2016