ASSYSTEM_Registration_Document_2017

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FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

Additionally, the following principles apply to business combinations:

● any contingent consideration is measured at fair value at the acquisition date, and any subsequent changes in the fair value of the contingent consideration are recognised in profit; ● acquisition-related costs are expensed as incurred; in accordance with IFRS 10, when the proportion of the equity in a subsidiary held by non-controlling interests changes, the Group recognises directly in “Equity attributable to owners of the parent” any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received.

Energy & Infrastructure (E&I) Assystem acquired The Biotech Quality Group and Euro Contrôle Projet during the year, enabling it to strengthen its skills in life sciences and project management respectively. These two groups employ an aggregate 300 people and generated combined revenue of €32 million in 2017. However, their contributions to Assystem’s consolidated revenue were not material as both acquisitions were carried out at the end of the year. Cross put and call options exercisable in the medium-term were given in connection with the acquisition of the Biotech Quality Group (see Note 10 – Liabilities related to share acquisitions (current and non- current) and other non-current liabilities).

BUSINESS COMBINATIONS CARRIED OUT IN 2017 The Group considers that its acquisitions in 2017 did not individually

represent material amounts. Global Product Solutions (GPS):

Prior to its transfer of control of GPS, the Group acquired Automotive Solutions Germany GmbH (“ASG”) in Germany and Engineering Partner Automotive Nordic AB Concept in Sweden. These two transactions enabled GPS to acquire expertise in designing lighting systems for automakers and to extend its client portfolio to include more major players in the automotive industry.

The fair value of the net assets acquired in the business combinations carried out in 2017 are shown in the table below: In millions of euros GPS E&I

Total

Cash and cash equivalents

0.4 7.4 7.8 1.0 3.9 4.9 2.9

4.3

4.7

Other current and non-current assets

13.0 17.3

20.4 25.1

Total assets

Financial liabilities

1.0 9.1

2.0

Other current and non-current liabilities

13.0 15.0 10.1

Total liabilities

10.1

Net assets

7.2

Goodwill related to the acquisitions, as determined using the full goodwill method, breaks down as follows:

GPS

E&I

Total 35.2

In millions of euros

Portion of the purchase price paid in cash

14.8

20.4

Deferred purchase costs (cross put and call options)

-

4.1

4.1

Total purchase price

14.8

24.5

39,3 10.1 29.2

Fair value of net assets acquired

2.9

7.2

Goodwill

11.9

17.3

The cash flows relating to the acquisitions can be analysed as follows:

GPS 0.4 (0.7) (0.3) (14.8)

E&I 4.3

Total

In millions of euros

Cash and cash equivalents

4.7

Bank overdrafts

(0.8) 3.5

(1.5) 3.2

Net cash acquired Purchase price of shares Shareholder’s loans granted

(20.4)

(35.2)

(0.2) (0.6) (4.7)

-

(0.2) (0.7) (4.7)

Other cash flows

(0.1)

Settlement of liabilities related to share acquisitions

-

Net cash outflow

(20.6)

(17.0)

(37.6)

In accordance with IFRS 3R, the Group will complete the initial accounting for the acquisitions carried out in 2017 within one year of the dates it acquired control of the companies concerned.

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ASSYSTEM

REGISTRATION DOCUMENT 2017